|
|
þ
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
Delaware
|
|
27-5403694
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
11 Penn Plaza, New York, NY
|
|
10001
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Class A Common Stock, par value $0.01 per share
|
|
The NASDAQ Stock Market LLC
|
|
Large accelerated filer
|
þ
|
Accelerated filer
|
¨
|
|
|
|
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
Class A Common Stock par value $0.01 per share
|
60,909,831
|
|
Class B Common Stock par value $0.01 per share
|
11,484,408
|
|
|
|
|
Page
|
Part I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Part II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
Part III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
Part IV
|
|
|
Item 15.
|
||
•
|
our ability to maintain and renew distribution or affiliation agreements with video programming distributors;
|
•
|
the cost of, and our ability to obtain or produce, desirable programming content for our networks, other forms of distribution, including digital and licensing in international markets, as well as our independent film distribution business;
|
•
|
market demand for our owned original programming and our independent film content;
|
•
|
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 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;
|
•
|
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);
|
•
|
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
|
•
|
National Networks:
Principally includes activities of our programming businesses which include our
five
programming networks distributed in the U.S. and Canada. These programming networks are AMC, WE tv, BBC AMERICA, IFC, and SundanceTV in the U.S.; and AMC, IFC and Sundance Channel in Canada. Our programming businesses within the National Networks segment may also sell rights worldwide to their owned original programming. The National Networks operating segment also includes AMC Networks Broadcasting & Technology, the technical services business, which primarily services most of the programming networks included in the National Networks segment.
|
•
|
International and Other
: Principally includes AMC Networks International, the Company’s international programming businesses consisting of a portfolio of channels in Europe, Latin America, the Middle East and parts
|
(in millions)
|
2015
|
|
2014
|
|
2013
|
|||
Nielsen Subscribers (at year-end)
|
93.6
|
|
|
95.0
|
|
|
97.4
|
|
Change from Prior Year-end
|
(1
|
)%
|
|
(2
|
)%
|
|
(2
|
)%
|
(in millions)
|
2015
|
|
2014
|
|
2013
|
|||
Nielsen Subscribers (at year-end)
|
86.5
|
|
|
85.4
|
|
|
84.0
|
|
Change from Prior Year-end
|
1
|
%
|
|
2
|
%
|
|
3
|
%
|
(in millions)
|
2015
|
|
2014
|
|
2013
|
|||
Nielsen Subscribers (at year-end)
|
77.1
|
|
|
78.2
|
|
|
79.5
|
|
Change from Prior Year-end
|
(1
|
)%
|
|
(2
|
)%
|
|
(1
|
)%
|
(in millions)
|
2015
|
|
2014
|
|
2013
|
|||
Nielsen Subscribers (at year-end)
|
71.2
|
|
|
73.7
|
|
|
69.9
|
|
Change from Prior Year-end
|
(3
|
)%
|
|
5
|
%
|
|
—
|
%
|
(in millions)
|
2015
|
|
2014
|
|
2013
|
|||
Nielsen Subscribers (at year-end)
|
59.6
|
|
|
56.6
|
|
|
56.2
|
|
Change from Prior Year-end
|
5
|
%
|
|
1
|
%
|
|
4
|
%
|
•
|
laws and policies affecting trade and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws;
|
•
|
changes in local regulatory requirements, including restrictions on content, imposition of local content quotas and restrictions on foreign ownership;
|
•
|
differing degrees of protection for intellectual property and varying attitudes towards the piracy of intellectual property;
|
•
|
the instability of foreign economies and governments;
|
•
|
war and acts of terrorism;
|
•
|
anti-corruption laws and regulations such as the Foreign Corrupt Practices Act and the U.K. Bribery Act that impose stringent requirements on how we conduct our foreign operations and changes in these laws and regulations; and
|
•
|
shifting consumer preferences regarding the viewing of video programming.
|
•
|
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 intangible assets;
|
•
|
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 have invested;
|
•
|
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 and partners as a result of the integration of acquired operations;
|
•
|
the impairment of relationships with, or failure to retain, employees of acquired companies or our existing employees as a result of integration of new personnel;
|
•
|
the difficulty of integrating operations, systems, and controls as a result of cultural, regulatory, systems, and operational differences;
|
•
|
in the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries; and
|
•
|
the impact of known potential liabilities or liabilities that may be unknown, including as a result of inadequate internal controls, associated with the companies we acquired or in which we invested.
|
•
|
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 the availability of our cash flow to fund future programming investments, capital expenditures, working capital, business activities and other general corporate 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.
|
•
|
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.
|
•
|
Class B Common Stock, which is generally entitled to ten votes per share and is entitled collectively to elect 75% of our Board of Directors, and
|
•
|
Class A Common Stock, which is entitled to one vote per share and is entitled collectively to elect the remaining 25% of our Board of Directors.
|
•
|
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 of the Class B Common Stock.
|
|
|
INDEXED RETURNS
Period Ended
|
||||||||||
Company Name / Index
|
|
Base Period 7/01/11
|
|
12/31/11
|
|
12/31/12
|
|
12/31/13
|
|
12/31/14
|
|
12/31/15
|
AMC Networks Inc.
|
|
100
|
|
94.30
|
|
124.22
|
|
170.92
|
|
160.03
|
|
187.40
|
S&P MidCap 400 Index
|
|
100
|
|
89.03
|
|
104.94
|
|
140.10
|
|
153.78
|
|
150.44
|
Peer Group
|
|
100
|
|
95.90
|
|
131.22
|
|
206.25
|
|
235.19
|
|
211.33
|
Year Ended December 31, 2015
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
77.20
|
|
|
$
|
60.60
|
|
Second Quarter
|
|
$
|
83.78
|
|
|
$
|
74.08
|
|
Third Quarter
|
|
$
|
87.18
|
|
|
$
|
63.37
|
|
Fourth Quarter
|
|
$
|
83.78
|
|
|
$
|
66.76
|
|
|
|
|
|
|
||||
Year Ended December 31, 2014
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
78.39
|
|
|
$
|
61.27
|
|
Second Quarter
|
|
$
|
77.30
|
|
|
$
|
53.99
|
|
Third Quarter
|
|
$
|
65.52
|
|
|
$
|
58.06
|
|
Fourth Quarter
|
|
$
|
65.48
|
|
|
$
|
52.73
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues, net
|
$
|
2,580,935
|
|
|
$
|
2,175,641
|
|
|
$
|
1,591,858
|
|
|
$
|
1,352,577
|
|
|
$
|
1,187,741
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Technical and operating (excluding depreciation and amortization shown below)
|
1,137,133
|
|
|
983,575
|
|
|
662,233
|
|
|
507,436
|
|
|
425,961
|
|
|||||
Selling, general and administrative
|
636,580
|
|
|
560,950
|
|
|
425,735
|
|
|
396,926
|
|
|
335,656
|
|
|||||
Restructuring expense (credit)
|
14,998
|
|
|
15,715
|
|
|
—
|
|
|
(3
|
)
|
|
(240
|
)
|
|||||
Depreciation and amortization
|
83,031
|
|
|
69,048
|
|
|
54,667
|
|
|
85,380
|
|
|
99,848
|
|
|||||
Litigation settlement gain
|
—
|
|
|
—
|
|
|
(132,944
|
)
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
1,871,742
|
|
|
1,629,288
|
|
|
1,009,691
|
|
|
989,739
|
|
|
861,225
|
|
|||||
Operating income
|
709,193
|
|
|
546,353
|
|
|
582,167
|
|
|
362,838
|
|
|
326,516
|
|
|||||
Other income (expense)
|
(126,399
|
)
|
|
(149,325
|
)
|
|
(113,166
|
)
|
|
(140,564
|
)
|
|
(115,906
|
)
|
|||||
Income from continuing operations before income taxes
|
582,794
|
|
|
397,028
|
|
|
469,001
|
|
|
222,274
|
|
|
210,610
|
|
|||||
Income tax expense
|
(201,090
|
)
|
|
(129,155
|
)
|
|
(178,841
|
)
|
|
(86,058
|
)
|
|
(84,248
|
)
|
|||||
Income from continuing operations
|
381,704
|
|
|
267,873
|
|
|
290,160
|
|
|
136,216
|
|
|
126,362
|
|
|||||
(Loss) income from discontinued operations, net of income taxes
|
—
|
|
|
(3,448
|
)
|
|
—
|
|
|
314
|
|
|
92
|
|
|||||
Net income including noncontrolling interests
|
381,704
|
|
|
264,425
|
|
|
290,160
|
|
|
136,530
|
|
|
126,454
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
(14,916
|
)
|
|
(3,628
|
)
|
|
578
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to AMC Networks' stockholders
|
$
|
366,788
|
|
|
$
|
260,797
|
|
|
$
|
290,738
|
|
|
$
|
136,530
|
|
|
$
|
126,454
|
|
Income from continuing operations per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
5.06
|
|
|
$
|
3.67
|
|
|
$
|
4.06
|
|
|
$
|
1.94
|
|
|
$
|
1.82
|
|
Diluted
|
$
|
5.01
|
|
|
$
|
3.63
|
|
|
$
|
4.00
|
|
|
$
|
1.89
|
|
|
$
|
1.79
|
|
Balance Sheet Data, at period end:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
316,321
|
|
|
$
|
201,367
|
|
|
$
|
521,951
|
|
|
$
|
610,970
|
|
|
$
|
215,836
|
|
Total assets
|
4,264,915
|
|
|
3,949,826
|
|
|
2,612,641
|
|
|
2,576,639
|
|
|
2,159,514
|
|
|||||
Long-term debt (including capital leases)
|
2,701,148
|
|
|
2,763,144
|
|
|
2,147,240
|
|
|
2,149,397
|
|
|
2,282,537
|
|
|||||
Stockholders’ deficiency
|
(39,277
|
)
|
|
(371,755
|
)
|
|
(571,519
|
)
|
|
(882,352
|
)
|
|
(1,036,995
|
)
|
•
|
National Networks:
Principally includes activities of our programming businesses which include our
five
programming networks distributed in the U.S. and Canada. These programming networks include AMC, WE tv, BBC AMERICA, IFC, and SundanceTV in the U.S.; and AMC, IFC, and Sundance Channel in Canada. Our programming businesses within the National Networks segment may also sell rights worldwide to their owned original programming. The National Networks operating segment also includes AMC Networks Broadcasting & Technology, the technical services business, which primarily services most of the programming networks included in the National Networks segment.
|
•
|
International and Other:
Principally includes AMC Networks International, the Company’s international programming businesses consisting of a portfolio of channels in Europe, Latin America, the Middle East and parts of Asia and Africa; IFC Films, the Company’s independent film distribution business; 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.
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues, net
|
|
|
|
|
|
||||||
National Networks
|
$
|
2,135,367
|
|
|
$
|
1,743,922
|
|
|
$
|
1,536,287
|
|
International and Other
|
452,578
|
|
|
434,221
|
|
|
55,887
|
|
|||
Inter-segment eliminations
|
(7,010
|
)
|
|
(2,502
|
)
|
|
(316
|
)
|
|||
Consolidated revenues, net
|
$
|
2,580,935
|
|
|
$
|
2,175,641
|
|
|
$
|
1,591,858
|
|
Operating income (loss)
|
|
|
|
|
|
||||||
National Networks
|
$
|
754,243
|
|
|
$
|
586,856
|
|
|
$
|
516,953
|
|
International and Other (a)
|
(42,542
|
)
|
|
(41,977
|
)
|
|
61,321
|
|
|||
Inter-segment eliminations
|
(2,508
|
)
|
|
1,474
|
|
|
3,893
|
|
|||
Consolidated operating income
|
$
|
709,193
|
|
|
$
|
546,353
|
|
|
$
|
582,167
|
|
AOCF (deficit)
|
|
|
|
|
|
||||||
National Networks
|
$
|
810,993
|
|
|
$
|
633,584
|
|
|
$
|
576,772
|
|
International and Other
|
29,757
|
|
|
24,421
|
|
|
(56,476
|
)
|
|||
Inter-segment eliminations
|
(2,508
|
)
|
|
1,474
|
|
|
3,893
|
|
|||
Consolidated AOCF
|
$
|
838,242
|
|
|
$
|
659,479
|
|
|
$
|
524,189
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating income
|
$
|
709,193
|
|
|
$
|
546,353
|
|
|
$
|
582,167
|
|
Share-based compensation expense
|
31,020
|
|
|
28,363
|
|
|
20,299
|
|
|||
Depreciation and amortization
|
83,031
|
|
|
69,048
|
|
|
54,667
|
|
|||
Litigation settlement gain
|
—
|
|
|
—
|
|
|
(132,944
|
)
|
|||
Restructuring expense
|
14,998
|
|
|
15,715
|
|
|
—
|
|
|||
AOCF
|
$
|
838,242
|
|
|
$
|
659,479
|
|
|
$
|
524,189
|
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2015
|
|
2014
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues,
net
|
|
Amount
|
|
% of
Revenues,
net
|
|
$ change
|
|
% change
|
|||||||||
Revenues, net
|
$
|
2,580,935
|
|
|
100.0
|
%
|
|
$
|
2,175,641
|
|
|
100.0
|
%
|
|
$
|
405,294
|
|
|
18.6
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Technical and operating (excluding depreciation and amortization)
|
1,137,133
|
|
|
44.1
|
|
|
983,575
|
|
|
45.2
|
|
|
153,558
|
|
|
15.6
|
|
|||
Selling, general and administrative
|
636,580
|
|
|
24.7
|
|
|
560,950
|
|
|
25.8
|
|
|
75,630
|
|
|
13.5
|
|
|||
Restructuring expense
|
14,998
|
|
|
0.6
|
|
|
15,715
|
|
|
0.7
|
|
|
(717
|
)
|
|
(4.6
|
)
|
|||
Depreciation and amortization
|
83,031
|
|
|
3.2
|
|
|
69,048
|
|
|
3.2
|
|
|
13,983
|
|
|
20.3
|
|
|||
Total operating expenses
|
1,871,742
|
|
|
72.5
|
|
|
1,629,288
|
|
|
74.9
|
|
|
242,454
|
|
|
14.9
|
|
|||
Operating income
|
709,193
|
|
|
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 operations before income taxes
|
582,794
|
|
|
22.6
|
|
|
397,028
|
|
|
18.2
|
|
|
185,766
|
|
|
46.8
|
|
|||
Income tax expense
|
(201,090
|
)
|
|
(7.8
|
)
|
|
(129,155
|
)
|
|
(5.9
|
)
|
|
(71,935
|
)
|
|
55.7
|
|
|||
Income from continuing operations
|
381,704
|
|
|
14.8
|
|
|
267,873
|
|
|
12.3
|
|
|
113,831
|
|
|
42.5
|
|
|||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(3,448
|
)
|
|
(0.2
|
)
|
|
3,448
|
|
|
(100.0
|
)
|
|||
Net income including noncontrolling interests
|
381,704
|
|
|
14.8
|
%
|
|
264,425
|
|
|
12.2
|
%
|
|
117,279
|
|
|
44.4
|
|
|||
Net 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
|
%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ change
|
|
% change
|
|||||||
Operating income
|
$
|
709,193
|
|
|
$
|
546,353
|
|
|
$
|
162,840
|
|
|
29.8
|
%
|
Share-based compensation expense
|
31,020
|
|
|
28,363
|
|
|
2,657
|
|
|
9.4
|
|
|||
Depreciation and amortization
|
83,031
|
|
|
69,048
|
|
|
13,983
|
|
|
20.3
|
|
|||
Restructuring expense
|
14,998
|
|
|
15,715
|
|
|
(717
|
)
|
|
(4.6
|
)
|
|||
Consolidated AOCF
|
$
|
838,242
|
|
|
$
|
659,479
|
|
|
$
|
178,763
|
|
|
27.1
|
%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2015
|
|
2014
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues,
net
|
|
Amount
|
|
% of
Revenues,
net
|
|
$ change
|
|
% change
|
|||||||||
Revenues, net
|
$
|
2,135,367
|
|
|
100.0
|
%
|
|
$
|
1,743,922
|
|
|
100.0
|
%
|
|
$
|
391,445
|
|
|
22.4
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Technical and operating (excluding depreciation and amortization)
|
863,704
|
|
|
40.4
|
|
|
728,690
|
|
|
41.8
|
|
|
135,014
|
|
|
18.5
|
|
|||
Selling, general and administrative
|
484,484
|
|
|
22.7
|
|
|
403,232
|
|
|
23.1
|
|
|
81,252
|
|
|
20.2
|
|
|||
Restructuring expense
|
3,194
|
|
|
0.1
|
|
|
3,664
|
|
|
0.2
|
|
|
(470
|
)
|
|
(12.8
|
)
|
|||
Depreciation and amortization
|
29,742
|
|
|
1.4
|
|
|
21,480
|
|
|
1.2
|
|
|
8,262
|
|
|
38.5
|
|
|||
Operating income
|
$
|
754,243
|
|
|
35.3
|
%
|
|
$
|
586,856
|
|
|
33.7
|
%
|
|
$
|
167,387
|
|
|
28.5
|
%
|
Share-based compensation expense
|
23,814
|
|
|
1.1
|
|
|
21,584
|
|
|
1.2
|
|
|
2,230
|
|
|
10.3
|
|
|||
Depreciation and amortization
|
29,742
|
|
|
1.4
|
|
|
21,480
|
|
|
1.2
|
|
|
8,262
|
|
|
38.5
|
|
|||
Restructuring expense
|
3,194
|
|
|
0.1
|
|
|
3,664
|
|
|
0.2
|
|
|
(470
|
)
|
|
(12.8
|
)
|
|||
AOCF
|
$
|
810,993
|
|
|
38.0
|
%
|
|
$
|
633,584
|
|
|
36.3
|
%
|
|
$
|
177,409
|
|
|
28.0
|
%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2015
|
|
2014
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues,
net
|
|
Amount
|
|
% of
Revenues,
net
|
|
$ change
|
|
% change
|
|||||||||
Revenues, net
|
$
|
452,578
|
|
|
100.0
|
%
|
|
$
|
434,221
|
|
|
100.0
|
%
|
|
$
|
18,357
|
|
|
4.2
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Technical and operating (excluding depreciation and amortization)
|
277,895
|
|
|
61.4
|
|
|
258,803
|
|
|
59.6
|
|
|
19,092
|
|
|
7.4
|
|
|||
Selling, general and administrative
|
152,132
|
|
|
33.6
|
|
|
157,776
|
|
|
36.3
|
|
|
(5,644
|
)
|
|
(3.6
|
)
|
|||
Restructuring expense
|
11,804
|
|
|
2.6
|
|
|
12,051
|
|
|
2.8
|
|
|
(247
|
)
|
|
(2.0
|
)
|
|||
Depreciation and amortization
|
53,289
|
|
|
11.8
|
|
|
47,568
|
|
|
11.0
|
|
|
5,721
|
|
|
12.0
|
|
|||
Operating loss
|
$
|
(42,542
|
)
|
|
(9.4
|
)%
|
|
$
|
(41,977
|
)
|
|
(9.7
|
)%
|
|
$
|
(565
|
)
|
|
1.3
|
%
|
Share-based compensation expense
|
7,206
|
|
|
1.6
|
|
|
6,779
|
|
|
1.6
|
|
|
427
|
|
|
6.3
|
|
|||
Depreciation and amortization
|
53,289
|
|
|
11.8
|
|
|
47,568
|
|
|
11.0
|
|
|
5,721
|
|
|
12.0
|
|
|||
Restructuring expense
|
11,804
|
|
|
2.6
|
|
|
12,051
|
|
|
2.8
|
|
|
(247
|
)
|
|
(2.0
|
)
|
|||
AOCF
|
$
|
29,757
|
|
|
6.6
|
%
|
|
$
|
24,421
|
|
|
5.6
|
%
|
|
$
|
5,336
|
|
|
21.9
|
%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2015
|
|
% of
total
|
|
2014
|
|
% of
total
|
|
$ change
|
|
% change
|
|||||||||
National Networks
|
$
|
2,135,367
|
|
|
82.7
|
%
|
|
$
|
1,743,922
|
|
|
80.2
|
%
|
|
$
|
391,445
|
|
|
22.4
|
%
|
International and Other
|
452,578
|
|
|
17.5
|
|
|
434,221
|
|
|
20.0
|
|
|
18,357
|
|
|
4.2
|
|
|||
Inter-segment eliminations
|
(7,010
|
)
|
|
(0.3
|
)
|
|
(2,502
|
)
|
|
(0.1
|
)
|
|
(4,508
|
)
|
|
180.2
|
|
|||
Consolidated revenues, net
|
$
|
2,580,935
|
|
|
100.0
|
%
|
|
$
|
2,175,641
|
|
|
100.0
|
%
|
|
$
|
405,294
|
|
|
18.6
|
%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2015
|
|
% of
total
|
|
2014
|
|
% of
total
|
|
$ change
|
|
% change
|
|||||||||
Advertising
|
$
|
945,288
|
|
|
44.3
|
%
|
|
$
|
764,610
|
|
|
43.8
|
%
|
|
$
|
180,678
|
|
|
23.6
|
%
|
Distribution
|
1,190,079
|
|
|
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 sold due to an increased demand for our programming by advertisers, led by
The Walking Dead
. In addition, the increase reflects the impact of a full twelve months of results in 2015 from the acquisition of BBC AMERICA as compared to approximately two months in 2014. As previously discussed, most of our advertising revenues vary based on the timing of our original programming series and the popularity of our programming as measured by Nielsen. Due to these factors, we expect advertising revenues to vary from quarter to quarter.
|
•
|
Distribution revenues increased
$210,767
principally due to an increase of $58,273 principally from digital distribution and licensing revenues derived from our original programming, primarily at AMC and SundanceTV, as well as the impact of a full twelve months of results in 2015 from the acquisition of BBC AMERICA as compared to approximately two months in 2014. In addition, affiliation fee revenues increased across all networks due to an increase in rates during the year ended December 31, 2015 as compared to the same period in 2014. Distribution revenues vary based on the impact of renewals of affiliation agreements and the timing of availability of our programming to distributors. Because of these factors, we expect distribution revenues to vary from quarter to quarter.
|
•
|
The increase in total revenues, net of
$391,445
includes $125,834 due to the impact of a full twelve months of results in 2015 from the acquisition of BBC AMERICA as compared to approximately two months in 2014.
|
|
Estimated Domestic Subscribers
(1)
|
||||
|
December 31, 2015
|
|
December 31, 2014
|
||
National Programming Networks:
|
|
|
|
||
AMC
|
93,600
|
|
|
95,000
|
|
WE tv
|
86,500
|
|
|
85,400
|
|
BBC AMERICA
|
77,100
|
|
|
78,200
|
|
IFC
|
71,200
|
|
|
73,700
|
|
SundanceTV
|
59,600
|
|
|
56,600
|
|
(1)
|
Estimated U.S. subscribers as measured by Nielsen.
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2015
|
|
% of
total |
|
2014
|
|
% of
total |
|
$ change
|
|
% change
|
|||||||||
Advertising
|
$
|
82,972
|
|
|
18.3
|
%
|
|
$
|
55,726
|
|
|
12.8
|
%
|
|
$
|
27,246
|
|
|
48.9
|
%
|
Distribution
|
369,606
|
|
|
81.7
|
|
|
378,495
|
|
|
87.2
|
|
|
(8,889
|
)
|
|
(2.3
|
)
|
|||
|
$
|
452,578
|
|
|
100.0
|
%
|
|
$
|
434,221
|
|
|
100.0
|
%
|
|
$
|
18,357
|
|
|
4.2
|
%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ change
|
|
% change
|
|||||||
National Networks
|
$
|
863,704
|
|
|
$
|
728,690
|
|
|
$
|
135,014
|
|
|
18.5
|
%
|
International and Other
|
277,895
|
|
|
258,803
|
|
|
19,092
|
|
|
7.4
|
|
|||
Inter-segment eliminations
|
(4,466
|
)
|
|
(3,918
|
)
|
|
(548
|
)
|
|
14.0
|
|
|||
Total
|
$
|
1,137,133
|
|
|
$
|
983,575
|
|
|
$
|
153,558
|
|
|
15.6
|
%
|
Percentage of revenues, net
|
44.1
|
%
|
|
45.2
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ change
|
|
% change
|
|||||||
National Networks
|
$
|
484,484
|
|
|
$
|
403,232
|
|
|
$
|
81,252
|
|
|
20.2
|
%
|
International and Other
|
152,132
|
|
|
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, net
|
24.7
|
%
|
|
25.8
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ change
|
|
% change
|
|||||||
National Networks
|
$
|
29,742
|
|
|
$
|
21,480
|
|
|
$
|
8,262
|
|
|
38.5
|
%
|
International and Other
|
53,289
|
|
|
47,568
|
|
|
5,721
|
|
|
12.0
|
|
|||
|
$
|
83,031
|
|
|
$
|
69,048
|
|
|
$
|
13,983
|
|
|
20.3
|
%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ change
|
|
% change
|
|||||||
National Networks
|
$
|
810,993
|
|
|
$
|
633,584
|
|
|
$
|
177,409
|
|
|
28.0
|
%
|
International and Other
|
29,757
|
|
|
24,421
|
|
|
5,336
|
|
|
21.9
|
|
|||
Inter-segment eliminations
|
(2,508
|
)
|
|
1,474
|
|
|
(3,982
|
)
|
|
(270.1
|
)
|
|||
AOCF
|
$
|
838,242
|
|
|
$
|
659,479
|
|
|
$
|
178,763
|
|
|
27.1
|
%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2014
|
|
2013
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues,
net
|
|
Amount
|
|
% of
Revenues,
net
|
|
$ change
|
|
% change
|
|||||||||
Revenues, net
|
$
|
2,175,641
|
|
|
100.0
|
%
|
|
$
|
1,591,858
|
|
|
100.0
|
%
|
|
$
|
583,783
|
|
|
36.7
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Technical and operating (excluding depreciation and amortization)
|
983,575
|
|
|
45.2
|
|
|
662,233
|
|
|
41.6
|
|
|
321,342
|
|
|
48.5
|
|
|||
Selling, general and administrative
|
560,950
|
|
|
25.8
|
|
|
425,735
|
|
|
26.7
|
|
|
135,215
|
|
|
31.8
|
|
|||
Restructuring expense
|
15,715
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
15,715
|
|
|
n/m
|
|
|||
Depreciation and amortization
|
69,048
|
|
|
3.2
|
|
|
54,667
|
|
|
3.4
|
|
|
14,381
|
|
|
26.3
|
|
|||
Litigation settlement gain
|
—
|
|
|
—
|
|
|
(132,944
|
)
|
|
(8.4
|
)
|
|
132,944
|
|
|
(100.0
|
)
|
|||
Total operating expenses
|
1,629,288
|
|
|
74.9
|
|
|
1,009,691
|
|
|
63.4
|
|
|
619,597
|
|
|
61.4
|
|
|||
Operating income
|
546,353
|
|
|
25.1
|
|
|
582,167
|
|
|
36.6
|
|
|
(35,814
|
)
|
|
(6.2
|
)%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net
|
(128,829
|
)
|
|
(5.9
|
)
|
|
(115,041
|
)
|
|
(7.2
|
)
|
|
(13,788
|
)
|
|
12.0
|
|
|||
Write-off of deferred financing costs
|
—
|
|
|
—
|
|
|
(4,007
|
)
|
|
(0.3
|
)
|
|
4,007
|
|
|
(100.0
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(1,087
|
)
|
|
(0.1
|
)
|
|
1,087
|
|
|
(100.0
|
)
|
|||
Miscellaneous, net
|
(20,496
|
)
|
|
(0.9
|
)
|
|
6,969
|
|
|
0.4
|
|
|
(27,465
|
)
|
|
(394.1
|
)
|
|||
Total other income (expense)
|
(149,325
|
)
|
|
(6.9
|
)
|
|
(113,166
|
)
|
|
(7.1
|
)
|
|
(36,159
|
)
|
|
32.0
|
|
|||
Income from continuing operations before income taxes
|
397,028
|
|
|
18.2
|
|
|
469,001
|
|
|
29.5
|
|
|
(71,973
|
)
|
|
(15.3
|
)
|
|||
Income tax expense
|
(129,155
|
)
|
|
(5.9
|
)
|
|
(178,841
|
)
|
|
(11.2
|
)
|
|
49,686
|
|
|
(27.8
|
)
|
|||
Income from continuing operations
|
267,873
|
|
|
12.3
|
|
|
290,160
|
|
|
18.2
|
|
|
(22,287
|
)
|
|
(7.7
|
)
|
|||
Income from discontinued operations, net of income taxes
|
(3,448
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(3,448
|
)
|
|
n/m
|
|
|||
Net income including noncontrolling interests
|
264,425
|
|
|
12.2
|
%
|
|
290,160
|
|
|
18.2
|
%
|
|
(25,735
|
)
|
|
(8.9
|
)
|
|||
Net (income) loss attributable to noncontrolling interests
|
(3,628
|
)
|
|
(0.2
|
)%
|
|
578
|
|
|
—
|
%
|
|
(4,206
|
)
|
|
(727.7
|
)%
|
|||
Net income attributable to AMC Networks’ stockholders
|
$
|
260,797
|
|
|
12.0
|
%
|
|
$
|
290,738
|
|
|
18.3
|
%
|
|
$
|
(29,941
|
)
|
|
(10.3
|
)%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
$ change
|
|
% change
|
|||||||
Operating income
|
$
|
546,353
|
|
|
$
|
582,167
|
|
|
$
|
(35,814
|
)
|
|
(6.2
|
)%
|
Share-based compensation expense
|
28,363
|
|
|
20,299
|
|
|
8,064
|
|
|
39.7
|
|
|||
Depreciation and amortization
|
69,048
|
|
|
54,667
|
|
|
14,381
|
|
|
26.3
|
|
|||
Litigation settlement gain
|
—
|
|
|
(132,944
|
)
|
|
132,944
|
|
|
(100.0
|
)
|
|||
Restructuring expense
|
15,715
|
|
|
—
|
|
|
15,715
|
|
|
n/m
|
|
|||
Consolidated AOCF
|
$
|
659,479
|
|
|
$
|
524,189
|
|
|
$
|
135,290
|
|
|
25.8
|
%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2014
|
|
2013
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues,
net
|
|
Amount
|
|
% of
Revenues,
net
|
|
$ change
|
|
% change
|
|||||||||
Revenues, net
|
$
|
1,743,922
|
|
|
100.0
|
%
|
|
$
|
1,536,287
|
|
|
100.0
|
%
|
|
$
|
207,635
|
|
|
13.5
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Technical and operating (excluding depreciation and amortization)
|
728,690
|
|
|
41.8
|
|
|
608,656
|
|
|
39.6
|
|
|
120,034
|
|
|
19.7
|
|
|||
Selling, general and administrative
|
403,232
|
|
|
23.1
|
|
|
368,642
|
|
|
24.0
|
|
|
34,590
|
|
|
9.4
|
|
|||
Restructuring expense
|
3,664
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
3,664
|
|
|
n/m
|
|
|||
Depreciation and amortization
|
21,480
|
|
|
1.2
|
|
|
42,036
|
|
|
2.7
|
|
|
(20,556
|
)
|
|
(48.9
|
)
|
|||
Operating income
|
$
|
586,856
|
|
|
33.7
|
%
|
|
$
|
516,953
|
|
|
33.6
|
%
|
|
$
|
69,903
|
|
|
13.5
|
%
|
Share-based compensation expense
|
21,584
|
|
|
1.2
|
|
|
17,783
|
|
|
1.2
|
|
|
3,801
|
|
|
21.4
|
|
|||
Depreciation and amortization
|
21,480
|
|
|
1.2
|
|
|
42,036
|
|
|
2.7
|
|
|
(20,556
|
)
|
|
(48.9
|
)
|
|||
Restructuring expense
|
3,664
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
3,664
|
|
|
n/m
|
|
|||
AOCF
|
$
|
633,584
|
|
|
36.3
|
%
|
|
$
|
576,772
|
|
|
37.5
|
%
|
|
$
|
56,812
|
|
|
9.8
|
%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2014
|
|
2013
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues,
net
|
|
Amount
|
|
% of
Revenues,
net
|
|
$ change
|
|
% change
|
|||||||||
Revenues, net
|
$
|
434,221
|
|
|
100.0
|
%
|
|
$
|
55,887
|
|
|
100.0
|
%
|
|
$
|
378,334
|
|
|
677.0
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Technical and operating (excluding depreciation and amortization)
|
258,803
|
|
|
59.6
|
|
|
57,782
|
|
|
103.4
|
|
|
201,021
|
|
|
347.9
|
|
|||
Selling, general and administrative
|
157,776
|
|
|
36.3
|
|
|
57,097
|
|
|
102.2
|
|
|
100,679
|
|
|
176.3
|
|
|||
Restructuring expense
|
12,051
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
12,051
|
|
|
n/m
|
|
|||
Depreciation and amortization
|
47,568
|
|
|
11.0
|
|
|
12,631
|
|
|
22.6
|
|
|
34,937
|
|
|
276.6
|
|
|||
Litigation settlement gain
|
—
|
|
|
—
|
|
|
(132,944
|
)
|
|
(237.9
|
)
|
|
132,944
|
|
|
(100.0
|
)
|
|||
Operating (loss) income
|
$
|
(41,977
|
)
|
|
(9.7
|
)%
|
|
$
|
61,321
|
|
|
109.7
|
%
|
|
$
|
(103,298
|
)
|
|
(168.5
|
)%
|
Share-based compensation expense
|
6,779
|
|
|
1.6
|
|
|
2,516
|
|
|
4.5
|
|
|
4,263
|
|
|
169.4
|
|
|||
Depreciation and amortization
|
47,568
|
|
|
11.0
|
|
|
12,631
|
|
|
22.6
|
|
|
34,937
|
|
|
276.6
|
|
|||
Litigation settlement gain
|
—
|
|
|
—
|
|
|
(132,944
|
)
|
|
(237.9
|
)
|
|
132,944
|
|
|
(100.0
|
)
|
|||
Restructuring expense
|
12,051
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
12,051
|
|
|
n/m
|
|
|||
AOCF (deficit)
|
$
|
24,421
|
|
|
5.6
|
%
|
|
$
|
(56,476
|
)
|
|
(101.1
|
)%
|
|
$
|
80,897
|
|
|
(143.2
|
)%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2014
|
|
% of
total
|
|
2013
|
|
% of
total
|
|
$ change
|
|
% change
|
|||||||||
National Networks
|
$
|
1,743,922
|
|
|
80.2
|
%
|
|
$
|
1,536,287
|
|
|
96.5
|
%
|
|
$
|
207,635
|
|
|
13.5
|
%
|
International and Other
|
434,221
|
|
|
20.0
|
|
|
55,887
|
|
|
3.5
|
|
|
378,334
|
|
|
677.0
|
|
|||
Inter-segment eliminations
|
(2,502
|
)
|
|
(0.1
|
)
|
|
(316
|
)
|
|
—
|
|
|
(2,186
|
)
|
|
691.8
|
|
|||
Consolidated revenues, net
|
$
|
2,175,641
|
|
|
100.0
|
%
|
|
$
|
1,591,858
|
|
|
100.0
|
%
|
|
$
|
583,783
|
|
|
36.7
|
%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2014
|
|
% of
total
|
|
2013
|
|
% of
total
|
|
$ change
|
|
% change
|
|||||||||
Advertising
|
$
|
764,610
|
|
|
43.8
|
%
|
|
$
|
662,789
|
|
|
43.1
|
%
|
|
$
|
101,821
|
|
|
15.4
|
%
|
Distribution
|
979,312
|
|
|
56.2
|
|
|
873,498
|
|
|
56.9
|
|
|
105,814
|
|
|
12.1
|
|
|||
|
$
|
1,743,922
|
|
|
100.0
|
%
|
|
$
|
1,536,287
|
|
|
100.0
|
%
|
|
$
|
207,635
|
|
|
13.5
|
%
|
•
|
Advertising revenues increased $101,821 across all of our networks, with the largest increase at AMC. This increase resulted from higher pricing per unit sold due to an increased demand for our programming by advertisers at all of our networks, led by
The Walking Dead
. Prior to September 2013, SundanceTV principally sold sponsorships, but since then it migrated to a traditional advertising sales model. The increase in advertising revenues was also impacted by the inclusion of the results of BBC AMERICA from the date of acquisition of October 23, 2014.
|
•
|
Distribution revenues increased $105,814 principally due to an increase of $57,303 primarily from licensing and home video revenues derived from our original programming, primarily at AMC, and to a lesser extent at Sundance TV and WE tv, and an increase of $48,511 in affiliation fee revenues. The increase in affiliation fee revenues resulted from an increase in viewing subscribers, primarily at IFC and WE tv, and an increase in rates, primarily at AMC. In addition, the increase in distribution revenues was also impacted by the inclusion of the results of BBC AMERICA from the date of acquisition of October 23, 2014.
|
|
Estimated Domestic Subscribers
(1)
|
||||
|
December 31, 2014
|
|
December 31, 2013
|
||
National Programming Networks:
|
|
|
|
||
AMC
|
95,000
|
|
|
97,400
|
|
WE tv
|
85,400
|
|
|
84,000
|
|
BBC AMERICA
(2)
|
78,200
|
|
|
79,500
|
|
IFC
|
73,700
|
|
|
69,900
|
|
SundanceTV
|
56,600
|
|
|
56,200
|
|
(1)
|
Estimated U.S. subscribers as measured by Nielsen.
|
(2)
|
Acquired in October 2014 (see discussion above).
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
2014
|
|
% of
total
|
|
2013
|
|
% of
total
|
|
$ change
|
|
% change
|
|||||||||
Advertising
|
$
|
55,726
|
|
|
12.8
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
55,726
|
|
|
n/m
|
|
Distribution
|
378,495
|
|
|
87.2
|
|
|
55,887
|
|
|
100.0
|
|
|
322,608
|
|
|
577.3
|
|
|||
|
$
|
434,221
|
|
|
100.0
|
%
|
|
$
|
55,887
|
|
|
100.0
|
%
|
|
$
|
378,334
|
|
|
677.0
|
%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
$ change
|
|
% change
|
|||||||
National Networks
|
$
|
728,690
|
|
|
$
|
608,656
|
|
|
$
|
120,034
|
|
|
19.7
|
%
|
International and Other
|
258,803
|
|
|
57,782
|
|
|
201,021
|
|
|
347.9
|
|
|||
Inter-segment eliminations
|
(3,918
|
)
|
|
(4,205
|
)
|
|
287
|
|
|
(6.8
|
)
|
|||
Total
|
$
|
983,575
|
|
|
$
|
662,233
|
|
|
$
|
321,342
|
|
|
48.5
|
%
|
Percentage of revenues, net
|
45.2
|
%
|
|
41.6
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
$ change
|
|
% change
|
|||||||
National Networks
|
$
|
403,232
|
|
|
$
|
368,642
|
|
|
$
|
34,590
|
|
|
9.4
|
%
|
International and Other
|
157,776
|
|
|
57,097
|
|
|
100,679
|
|
|
176.3
|
|
|||
Inter-segment eliminations
|
(58
|
)
|
|
(4
|
)
|
|
(54
|
)
|
|
1,350.0
|
|
|||
Total
|
$
|
560,950
|
|
|
$
|
425,735
|
|
|
$
|
135,215
|
|
|
31.8
|
%
|
Percentage of revenues, net
|
25.8
|
%
|
|
26.7
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
$ change
|
|
% change
|
|||||||
National Networks
|
$
|
21,480
|
|
|
$
|
42,036
|
|
|
$
|
(20,556
|
)
|
|
(48.9
|
)%
|
International and Other
|
47,568
|
|
|
12,631
|
|
|
34,937
|
|
|
276.6
|
|
|||
|
$
|
69,048
|
|
|
$
|
54,667
|
|
|
$
|
14,381
|
|
|
26.3
|
%
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
$ change
|
|
% change
|
|||||||
National Networks
|
$
|
633,584
|
|
|
$
|
576,772
|
|
|
$
|
56,812
|
|
|
9.8
|
%
|
International and Other
|
24,421
|
|
|
(56,476
|
)
|
|
80,897
|
|
|
(143.2
|
)
|
|||
Inter-segment eliminations
|
1,474
|
|
|
3,893
|
|
|
(2,419
|
)
|
|
(62.1
|
)
|
|||
AOCF
|
$
|
659,479
|
|
|
$
|
524,189
|
|
|
$
|
135,290
|
|
|
25.8
|
%
|
Higher average debt balances
|
$
|
13,351
|
|
Change in fair value of interest rate swap contracts
|
(344
|
)
|
|
Increase in interest income
|
(885
|
)
|
|
Increase in capital leases
|
1,463
|
|
|
Other
|
203
|
|
|
|
$
|
13,788
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Continuing operations:
|
|
|
|
|
|
||||||
Cash flow provided by (used in) operating activities
|
$
|
370,039
|
|
|
$
|
375,762
|
|
|
$
|
(49,463
|
)
|
Cash flow used in investing activities
|
(116,770
|
)
|
|
(1,223,210
|
)
|
|
(26,146
|
)
|
|||
Cash flow provided by (used in) financing activities
|
(127,279
|
)
|
|
574,877
|
|
|
(19,953
|
)
|
|||
Net increase (decrease) in cash from continuing operations
|
125,990
|
|
|
(272,571
|
)
|
|
(95,562
|
)
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Net decrease in cash flow from discontinued operations
|
$
|
—
|
|
|
$
|
(2,955
|
)
|
|
$
|
—
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Year 1
|
|
Years
2 - 3
|
|
Years
4 - 5
|
|
More than
5 years
|
||||||||||
Debt obligations:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Principal payments
|
$
|
2,706,000
|
|
|
$
|
148,000
|
|
|
$
|
518,000
|
|
|
$
|
740,000
|
|
|
$
|
1,300,000
|
|
Interest payments (1)
|
642,028
|
|
|
114,700
|
|
|
227,951
|
|
|
188,127
|
|
|
111,250
|
|
|||||
Program rights obligations
|
730,488
|
|
|
289,897
|
|
|
283,882
|
|
|
136,693
|
|
|
20,016
|
|
|||||
Purchase obligations (2)
|
1,049,927
|
|
|
256,566
|
|
|
225,282
|
|
|
78,333
|
|
|
489,746
|
|
|||||
Operating lease obligations
|
267,627
|
|
|
30,371
|
|
|
45,074
|
|
|
48,707
|
|
|
143,475
|
|
|||||
Guarantees (3)
|
198,507
|
|
|
198,507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease obligations (4)
|
50,851
|
|
|
6,912
|
|
|
13,824
|
|
|
11,016
|
|
|
19,099
|
|
|||||
Total
|
$
|
5,645,428
|
|
|
$
|
1,044,953
|
|
|
$
|
1,314,013
|
|
|
$
|
1,202,876
|
|
|
$
|
2,083,586
|
|
(1)
|
Interest on variable rate debt and the variable portion of interest rate swap contracts is estimated based on a LIBOR yield curve as of
December 31, 2015
.
|
(2)
|
Purchase obligation amounts not reflected on the balance sheet consist primarily of program rights obligations and transmission and marketing commitments 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.
|
|
December 31, 2015
|
||
National Networks
|
$
|
244,849
|
|
International and Other
|
491,426
|
|
|
|
$
|
736,275
|
|
|
Net Carrying Value at, December 31, 2015
|
|
Estimated Useful
Lives in Years
|
||
Affiliate and customer relationships
|
$
|
443,809
|
|
|
11 to 25 years
|
Advertiser relationships
|
41,292
|
|
|
11 years
|
|
Trade names
|
44,169
|
|
|
20 years
|
|
Other amortizable intangible assets
|
10
|
|
|
5 years
|
|
|
$
|
529,280
|
|
|
|
(1)
|
The financial statements as indicated in the index set forth on page 64.
|
(2)
|
Financial statement schedule:
|
(3)
|
Exhibits:
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
2.1
|
|
Distribution Agreement between Cablevision Systems Corporation and AMC Networks Inc. (incorporated by reference to Exhibit 2.1 to the Company’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 Zone Holdings Ltd., AMC Minority Holdings B.V., AMC DMC Holdings B.V., Chellomedia Programming B.V., Chellomedia Programming Financing Holdco II B.V., Chellomedia Direct Programming B.V., United Latin America Programming LLC, LMINT Holdings LLC, LGI Ventures B.V., Chellomedia CEE Holdco B.V. and Liberty Global Inc., the Sellers’ Guarantor (incorporated by reference to Exhibit 2.1 to the Company’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’s Current 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 Form 8-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 to Exhibit 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 to Exhibit 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 National Association, as Trustee, relating to the AMC Networks Inc. 7.75% Senior Notes due July 15, 2021 (incorporated by reference to Exhibit 99.1 to 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, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several initial purchasers (incorporated by 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 party thereto 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 to Exhibit 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 to Exhibit 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 by reference 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 to the 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’s Quarterly 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 the Company’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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
|
|
|
|
10.8
|
|
Form of Time Sharing Agreement between Rainbow Media Holdings LLC and CSC Transport, Inc. (incorporated by reference to Exhibit 10.9 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
|
|
|
|
10.9
|
|
Form of Time Sharing Agreement between Rainbow Media Holdings LLC and Dolan Family Office, LLC (incorporated by reference to Exhibit 10.10 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
|
|
|
|
10.10
|
|
Form of Aircraft Dry Lease Agreement between Rainbow Media Holdings LLC and New York Aircam Corp. (incorporated by reference to Exhibit 10.11 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
|
|
|
|
10.11
|
|
Form of Aircraft Management Agreement between Rainbow Media Holdings LLC and CSC Transport, Inc. (incorporated by reference to Exhibit 10.12 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
|
|
|
|
10.12
|
|
Form of Employment Agreement by and between AMC Networks Inc. and Charles F. Dolan (incorporated by reference to Exhibit 10.13 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
|
|
|
|
10.13
|
|
Amended and Restated Employment Agreement dated April 24, 2014, between AMC Networks Inc. and Joshua W. Sapan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 29, 2014).
|
|
|
|
10.14
|
|
Restricted Stock Units Agreement dated April 25, 2014, between AMC Networks Inc. and Joshua W. Sapan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 29, 2014).
|
|
|
|
10.15
|
|
Employment Agreement by and between AMC Networks Inc. and Edward A. Carroll (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 24, 2013).
|
|
|
|
10.16
|
|
Employment Agreement by and between AMC Networks Inc. and Sean S. Sullivan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 18, 2013).
|
|
|
|
10.17
|
|
Employment Agreement by and between AMC Networks Inc. and James G. Gallagher (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 18, 2013).
|
|
|
|
10.18
|
|
Form of AMC Networks Inc. Rights Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
|
|
|
|
10.19
|
|
Form of AMC Networks Inc. Option Agreement in respect of Vested Cablevision Options granted on June 5, 2006 and October 19, 2006 (incorporated by reference to Exhibit 10.19 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
|
|
|
|
10.20
|
|
Form of AMC Networks Inc. Option Agreement in respect of Cablevision Options granted on January 20, 2009 (incorporated by reference to Exhibit 10.20 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
|
|
|
|
10.21
|
|
Form of AMC Networks Inc. Option Agreement in respect of Cablevision Options granted on March 5, 2009 (incorporated by reference to Exhibit 10.21 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
|
|
|
|
10.22
|
|
Form of AMC Networks Inc. Non-Employee Director Award Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
|
|
|
|
10.23
|
|
Form of Letter Agreement from CSC Holdings, LLC to AMC Networks Inc. regarding VOOM Litigation (incorporated by reference to Exhibit 10.25 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
|
|
|
|
10.24
|
|
Form of Termination Agreement among CSC Holdings, LLC, American Movie Classics Company LLC and WE: Women’s Entertainment LLC (incorporated by reference to Exhibit 10.26 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011).
|
|
|
|
10.25
|
|
Amended and Restated Credit Agreement, dated December 16, 2013 among AMC Networks Inc. and AMC Network Entertainment LLC, as the Initial Borrowers, certain subsidiaries of AMC Networks Inc. named therein, as restricted subsidiaries, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, the lenders party thereto and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 19, 2013).
|
|
|
|
10.26
|
|
Amendment No 1. to the Amended and Restated Credit Agreement, dated January 29, 2015, among AMC Networks Inc. and AMC Network Entertainment LLC, as the Initial Borrowers, certain subsidiaries of AMC Networks Inc. named therein, as restricted subsidiaries, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, the lenders party thereto and the other financial institutions party thereto (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014).
|
|
|
|
10.27
|
|
Form of AMC Networks Inc. Non-Employee Director Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
|
|
|
|
*10.28
|
|
Confidential Settlement Agreement and Release dated as of October 21, 2012 by and between VOOM HD Holdings LLC, CSC Holdings, LLC, DISH Network L.L.C., and for certain limited purposes, MSG Holdings, L.P., The Madison Square Garden Company and EchoStar Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
|
|
|
|
10.29
|
|
Form of Performance Award Agreement under the Amended and Restated 2011 Cash Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
|
|
|
10.30
|
|
Form of Restricted Stock Units Award Agreement under the Amended and Restated 2011 Employee Stock Plan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
|
|
|
10.31
|
|
Form of Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2011 Employee Stock Plan.
|
|
|
|
10.32
|
|
Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2011 Employee Stock Plan.
|
|
|
|
12
|
|
Ratio of Earnings to Fixed Charges.
|
|
|
|
21
|
|
Subsidiaries of the Registrant.
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
24
|
|
Power of Attorney (included on the signature page to this Annual Report on Form 10-K).
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission in accordance with a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
|
|
AMC Networks Inc.
|
|
|
|
|
|
Date:
|
February 25, 2016
|
|
By:
|
/s/ Sean S. Sullivan
|
|
|
|
|
Sean S. Sullivan
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Joshua W. Sapan
|
|
President and Chief Executive Officer
|
|
February 25, 2016
|
Joshua W. Sapan
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Sean S. Sullivan
|
|
Executive Vice President and Chief Financial Officer
|
|
February 25, 2016
|
Sean S. Sullivan
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Charles F. Dolan
|
|
Chairman of the Board of Directors
|
|
February 25, 2016
|
Charles F. Dolan
|
|
|
|
|
|
|
|
|
|
/s/ William J. Bell
|
|
Director
|
|
February 25, 2016
|
William J. Bell
|
|
|
|
|
|
|
|
|
|
/s/ James L. Dolan
|
|
Director
|
|
February 25, 2016
|
James L. Dolan
|
|
|
|
|
|
|
|
|
|
/s/ Kristin A. Dolan
|
|
Director
|
|
February 25, 2016
|
Kristin A. Dolan
|
|
|
|
|
|
|
|
|
|
/s/ Marianne Dolan Weber
|
|
Director
|
|
February 25, 2016
|
Marianne Dolan Weber
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Patrick F. Dolan
|
|
Director
|
|
February 25, 2016
|
Patrick F. Dolan
|
|
|
|
|
|
|
|
|
|
/s/ Thomas C. Dolan
|
|
Director
|
|
February 25, 2016
|
Thomas C. Dolan
|
|
|
|
|
|
|
|
|
|
/s/ Jonathan F. Miller
|
|
Director
|
|
February 25, 2016
|
Jonathan F. Miller
|
|
|
|
|
|
|
|
|
|
/s/ Alan D. Schwartz
|
|
Director
|
|
February 25, 2016
|
Alan D. Schwartz
|
|
|
|
|
|
|
|
|
|
/s/ Brian G. Sweeney
|
|
Director
|
|
February 25, 2016
|
Brian G. Sweeney
|
|
|
|
|
|
|
|
|
|
/s/ Leonard Tow
|
|
Director
|
|
February 25, 2016
|
Leonard Tow
|
|
|
|
|
|
|
|
|
|
/s/ David E. Van Zandt
|
|
Director
|
|
February 25, 2016
|
David E. Van Zandt
|
|
|
|
|
|
|
|
|
|
/s/ Carl E. Vogel
|
|
Director
|
|
February 25, 2016
|
Carl E. Vogel
|
|
|
|
|
|
|
|
|
|
/s/ Robert C. Wright
|
|
Director
|
|
February 25, 2016
|
Robert C. Wright
|
|
|
|
|
Consolidated Financial Statements as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013
|
|
|
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
316,321
|
|
|
$
|
201,367
|
|
Accounts receivable, trade (less allowance for doubtful accounts of $4,307 and $4,276)
|
674,611
|
|
|
587,193
|
|
||
Amounts due from related parties, net
|
4,062
|
|
|
4,102
|
|
||
Current portion of program rights, net
|
453,157
|
|
|
437,302
|
|
||
Prepaid expenses and other current assets
|
72,989
|
|
|
74,294
|
|
||
Deferred tax asset, net
|
16,198
|
|
|
24,822
|
|
||
Total current assets
|
1,537,338
|
|
|
1,329,080
|
|
||
Property and equipment, net
|
163,860
|
|
|
133,844
|
|
||
Program rights, net
|
1,027,394
|
|
|
959,941
|
|
||
Deferred carriage fees, net
|
50,069
|
|
|
46,737
|
|
||
Intangible assets, net
|
549,180
|
|
|
590,824
|
|
||
Goodwill
|
736,275
|
|
|
734,356
|
|
||
Other assets
|
200,799
|
|
|
155,044
|
|
||
Total assets
|
$
|
4,264,915
|
|
|
$
|
3,949,826
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
124,441
|
|
|
$
|
101,866
|
|
Accrued liabilities
|
200,793
|
|
|
204,786
|
|
||
Current portion of program rights obligations
|
289,897
|
|
|
271,199
|
|
||
Deferred revenue
|
64,229
|
|
|
36,888
|
|
||
Promissory note payable
|
—
|
|
|
40,000
|
|
||
Current portion of long-term debt
|
148,000
|
|
|
74,000
|
|
||
Current portion of capital lease obligations
|
3,561
|
|
|
2,953
|
|
||
Total current liabilities
|
830,921
|
|
|
731,692
|
|
||
Program rights obligations
|
440,591
|
|
|
465,672
|
|
||
Long-term debt, net
|
2,519,808
|
|
|
2,658,805
|
|
||
Capital lease obligations
|
29,779
|
|
|
27,386
|
|
||
Deferred tax liability, net
|
137,233
|
|
|
128,066
|
|
||
Other liabilities
|
103,530
|
|
|
85,503
|
|
||
Total liabilities
|
4,061,862
|
|
|
4,097,124
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
211,691
|
|
|
204,611
|
|
||
Stockholders’ deficiency:
|
|
|
|
||||
Class A Common Stock, $0.01 par value, 360,000,000 shares authorized, 62,120,102 and 61,762,944 shares issued and 60,909,831 and 60,552,673 shares outstanding, respectively
|
621
|
|
|
618
|
|
||
Class B Common Stock, $0.01 par value, 90,000,000 shares authorized, 11,484,408 and 11,484,408 shares issued and outstanding, respectively
|
115
|
|
|
115
|
|
||
Preferred stock, $0.01 par value, 45,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Paid-in capital
|
123,157
|
|
|
100,642
|
|
||
Accumulated earnings (deficit)
|
24,880
|
|
|
(341,889
|
)
|
||
Treasury stock, at cost (1,210,271 shares Class A Common Stock, respectively)
|
(51,993
|
)
|
|
(51,993
|
)
|
||
Accumulated other comprehensive loss
|
(136,057
|
)
|
|
(79,248
|
)
|
||
Total AMC Networks stockholders’ deficiency
|
(39,277
|
)
|
|
(371,755
|
)
|
||
Non-redeemable noncontrolling interests
|
30,639
|
|
|
19,846
|
|
||
Total stockholders’ deficiency
|
(8,638
|
)
|
|
(351,909
|
)
|
||
Total liabilities and stockholders’ deficiency
|
$
|
4,264,915
|
|
|
$
|
3,949,826
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income including noncontrolling interests
|
$
|
381,704
|
|
|
$
|
264,425
|
|
|
$
|
290,160
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(55,852
|
)
|
|
(74,758
|
)
|
|
—
|
|
|||
Unrealized gain on interest rate swaps
|
3,365
|
|
|
4,320
|
|
|
6,262
|
|
|||
Other comprehensive (loss) income, before income taxes
|
(52,487
|
)
|
|
(70,438
|
)
|
|
6,262
|
|
|||
Income tax expense
|
(4,322
|
)
|
|
(4,315
|
)
|
|
(2,311
|
)
|
|||
Other comprehensive (loss) income, net of income taxes
|
(56,809
|
)
|
|
(74,753
|
)
|
|
3,951
|
|
|||
Comprehensive income
|
324,895
|
|
|
189,672
|
|
|
294,111
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
(13,123
|
)
|
|
(1,304
|
)
|
|
578
|
|
|||
Comprehensive income attributable to AMC Networks’ stockholders
|
$
|
311,772
|
|
|
$
|
188,368
|
|
|
$
|
294,689
|
|
|
Class A
Common Stock |
|
Class B
Common Stock |
|
Paid-in
Capital |
|
Accumulated Earnings
(Deficit) |
|
Treasury
Stock |
|
Accumulated
Other Comprehensive Loss |
|
Total AMC Networks Stockholders’
Deficiency |
|
Non-redeemable Noncontrolling
Interests |
|
Total Stockholders’
Deficiency |
||||||||||||||||||
Balance, December 31, 2012
|
612
|
|
|
118
|
|
|
36,454
|
|
|
(893,424
|
)
|
|
(17,666
|
)
|
|
(8,446
|
)
|
|
(882,352
|
)
|
|
—
|
|
|
(882,352
|
)
|
|||||||||
Net income attributable to AMC Networks’ stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
290,738
|
|
|
—
|
|
|
—
|
|
|
290,738
|
|
|
—
|
|
|
290,738
|
|
|||||||||
Issuance of members' interest by subsidiary, net
|
—
|
|
|
—
|
|
|
1,246
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,246
|
|
|
—
|
|
|
1,246
|
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,951
|
|
|
3,951
|
|
|
—
|
|
|
3,951
|
|
|||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
20,299
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,299
|
|
|
—
|
|
|
20,299
|
|
|||||||||
Proceeds from the exercise of stock options
|
2
|
|
|
—
|
|
|
1,757
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,759
|
|
|
—
|
|
|
1,759
|
|
|||||||||
Treasury stock acquired from forfeitures and acquisition of restricted shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,135
|
)
|
|
—
|
|
|
(12,135
|
)
|
|
—
|
|
|
(12,135
|
)
|
|||||||||
Conversion of Class B to Class A common stock
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Excess tax benefits on share-based awards
|
—
|
|
|
—
|
|
|
4,975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,975
|
|
|
—
|
|
|
4,975
|
|
|||||||||
Balance, 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
|
|
|
—
|
|
|
260,797
|
|
|||||||||
Non-redeemable noncontrolling interests acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,038
|
|
|
22,038
|
|
|||||||||
Net loss attributable to non-redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(703
|
)
|
|
(703
|
)
|
|||||||||
Contribution from noncontrolling member
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
835
|
|
|
835
|
|
|||||||||
Adjustment to issuance of members' interest by subsidiary, net
|
—
|
|
|
—
|
|
|
(312
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(312
|
)
|
|
—
|
|
|
(312
|
)
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,753
|
)
|
|
(74,753
|
)
|
|
(2,324
|
)
|
|
(77,077
|
)
|
|||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
28,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,363
|
|
|
—
|
|
|
28,363
|
|
|||||||||
Proceeds from the exercise of stock options
|
1
|
|
|
—
|
|
|
1,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,103
|
|
|
—
|
|
|
1,103
|
|
|||||||||
Treasury stock acquired from forfeitures and acquisition 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
|
|
|
—
|
|
|
6,798
|
|
|||||||||
Balance, December 31, 2014
|
618
|
|
|
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
|
|
|
—
|
|
|
366,788
|
|
|||||||||
Non-redeemable noncontrolling interests changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,587
|
|
|
6,587
|
|
|||||||||
Net income attributable to non-redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,677
|
|
|
4,677
|
|
|||||||||
Contribution from noncontrolling member
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,322
|
|
|
1,322
|
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,809
|
)
|
|
(56,809
|
)
|
|
(1,793
|
)
|
|
(58,602
|
)
|
|||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
31,020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,020
|
|
|
—
|
|
|
31,020
|
|
|||||||||
Proceeds from the exercise of stock options
|
1
|
|
|
—
|
|
|
1,339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,340
|
|
|
—
|
|
|
1,340
|
|
|||||||||
Restricted stock units converted to shares
|
2
|
|
|
—
|
|
|
(14,454
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,452
|
)
|
|
—
|
|
|
(14,452
|
)
|
|||||||||
Excess tax benefits on share-based awards
|
—
|
|
|
—
|
|
|
4,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,610
|
|
|
—
|
|
|
4,610
|
|
|||||||||
Balance, December 31, 2015
|
$
|
621
|
|
|
$
|
115
|
|
|
$
|
123,157
|
|
|
$
|
24,880
|
|
|
$
|
(51,993
|
)
|
|
$
|
(136,057
|
)
|
|
$
|
(39,277
|
)
|
|
$
|
30,639
|
|
|
$
|
(8,638
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income including noncontrolling interests
|
$
|
381,704
|
|
|
$
|
264,425
|
|
|
$
|
290,160
|
|
Loss from discontinued operations
|
—
|
|
|
3,448
|
|
|
—
|
|
|||
Adjustments to reconcile income from continuing operations to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
83,031
|
|
|
69,048
|
|
|
54,667
|
|
|||
Share-based compensation expense related to equity classified awards
|
31,020
|
|
|
28,363
|
|
|
20,299
|
|
|||
Amortization and write-off of program rights
|
748,545
|
|
|
629,846
|
|
|
497,608
|
|
|||
Amortization of deferred carriage fees
|
16,018
|
|
|
11,362
|
|
|
10,590
|
|
|||
Unrealized foreign currency transaction loss (gain)
|
26,775
|
|
|
23,292
|
|
|
(6,543
|
)
|
|||
Unrealized loss (gain) on derivative contracts, net
|
2,015
|
|
|
(1,780
|
)
|
|
(4,313
|
)
|
|||
Amortization and write-off of deferred financing costs and discounts on indebtedness
|
9,003
|
|
|
8,676
|
|
|
11,124
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
1,087
|
|
|||
Provision for doubtful accounts
|
1,705
|
|
|
1,028
|
|
|
1,440
|
|
|||
Deferred income taxes
|
19,616
|
|
|
1,207
|
|
|
171,504
|
|
|||
Excess tax benefits from share-based compensation arrangements
|
(4,610
|
)
|
|
(6,798
|
)
|
|
(4,975
|
)
|
|||
Gain on investments
|
(16,632
|
)
|
|
(4,789
|
)
|
|
—
|
|
|||
Other, net
|
857
|
|
|
3,914
|
|
|
(1,452
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, trade
|
(111,005
|
)
|
|
(72,984
|
)
|
|
(80,083
|
)
|
|||
Amounts due from related parties, net
|
41
|
|
|
2,768
|
|
|
2,033
|
|
|||
Prepaid expenses and other assets
|
(24,355
|
)
|
|
(3,869
|
)
|
|
(52,836
|
)
|
|||
Program rights and obligations, net
|
(839,123
|
)
|
|
(690,237
|
)
|
|
(517,343
|
)
|
|||
Income taxes payable
|
(4,796
|
)
|
|
24,140
|
|
|
(111,881
|
)
|
|||
Deferred revenue and deferred litigation settlement proceeds
|
27,495
|
|
|
10,293
|
|
|
(337,700
|
)
|
|||
Deferred carriage fees, net
|
(19,616
|
)
|
|
(13,063
|
)
|
|
(10,638
|
)
|
|||
Accounts payable, accrued expenses and other liabilities
|
42,351
|
|
|
87,472
|
|
|
17,789
|
|
|||
Net cash provided by (used in) operating activities
|
370,039
|
|
|
375,762
|
|
|
(49,463
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(68,321
|
)
|
|
(39,739
|
)
|
|
(24,303
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
(24,199
|
)
|
|
(1,184,587
|
)
|
|
—
|
|
|||
Purchases of investments
|
(24,250
|
)
|
|
(5,375
|
)
|
|
(2,500
|
)
|
|||
Proceeds from insurance settlements
|
—
|
|
|
654
|
|
|
657
|
|
|||
Proceeds from the sale of an investment
|
—
|
|
|
5,837
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(116,770
|
)
|
|
(1,223,210
|
)
|
|
(26,146
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayment of long-term debt
|
(74,000
|
)
|
|
—
|
|
|
(880,000
|
)
|
|||
Proceeds from the issuance of long-term debt
|
—
|
|
|
600,000
|
|
|
880,000
|
|
|||
Payment of promissory note
|
(40,000
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for financing costs
|
—
|
|
|
(9,266
|
)
|
|
(12,994
|
)
|
|||
Deemed repurchase of restricted stock/units
|
(14,452
|
)
|
|
(22,192
|
)
|
|
(12,135
|
)
|
|||
Proceeds from stock option exercises
|
1,340
|
|
|
1,103
|
|
|
1,759
|
|
|||
Excess tax benefits from share-based compensation arrangements
|
4,610
|
|
|
6,798
|
|
|
4,975
|
|
|||
Principal payments on capital lease obligations
|
(2,945
|
)
|
|
(2,401
|
)
|
|
(1,558
|
)
|
|||
Distributions to noncontrolling interest
|
(3,154
|
)
|
|
—
|
|
|
—
|
|
|||
Contributions from noncontrolling interest
|
1,322
|
|
|
835
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(127,279
|
)
|
|
574,877
|
|
|
(19,953
|
)
|
|||
Net increase (decrease) in cash and cash equivalents from continuing operations
|
125,990
|
|
|
(272,571
|
)
|
|
(95,562
|
)
|
|||
Cash flows from discontinued operations:
|
|
|
|
|
|
||||||
Net cash used in operating activities
|
—
|
|
|
(2,955
|
)
|
|
—
|
|
|||
Net decrease in cash and cash equivalents from discontinued operations
|
—
|
|
|
(2,955
|
)
|
|
—
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(11,036
|
)
|
|
(45,058
|
)
|
|
6,543
|
|
|||
Cash and cash equivalents at beginning of year
|
201,367
|
|
|
521,951
|
|
|
610,970
|
|
|||
Cash and cash equivalents at end of year
|
$
|
316,321
|
|
|
$
|
201,367
|
|
|
$
|
521,951
|
|
•
|
National Networks:
Principally includes activities of our programming businesses which include our
five
programming networks distributed in the U.S. and Canada. These programming networks include AMC, WE tv, BBC AMERICA, IFC, and SundanceTV in the U.S.; and AMC, IFC, and Sundance Channel in Canada. Our programming businesses within the National Networks segment may also sell rights worldwide to their owned original programming. The National Networks operating segment also includes AMC Networks Broadcasting & Technology, the technical services business, which primarily services most of the programming networks included in the National Networks segment.
|
•
|
International and Other:
Principally includes AMC Networks International (“AMCNI”), the Company’s international programming businesses consisting of a portfolio of channels in Europe, Latin America, the Middle East and parts of Asia and Africa; IFC Films, the Company’s independent 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.
|
|
Shares Outstanding
|
||||
|
Class A
Common Stock
|
|
Class B
Common Stock
|
||
Balance at December 31, 2012
|
60,591,030
|
|
|
11,784,408
|
|
Conversion of Class B common stock to Class A common stock
|
300,000
|
|
|
(300,000
|
)
|
Employee and non-employee director stock transactions*
|
(96,916
|
)
|
|
—
|
|
Balance at December 31, 2013
|
60,794,114
|
|
|
11,484,408
|
|
Employee and non-employee director stock transactions*
|
(241,441
|
)
|
|
—
|
|
Balance at December 31, 2014
|
60,552,673
|
|
|
11,484,408
|
|
Employee and non-employee director stock transactions*
|
357,158
|
|
|
—
|
|
Balance at December 31, 2015
|
60,909,831
|
|
|
11,484,408
|
|
Cash, net of cash acquired
|
$
|
159,889
|
|
Promissory note
|
40,000
|
|
|
Total consideration transferred
|
199,889
|
|
|
Redeemable noncontrolling interest
|
200,000
|
|
|
|
$
|
399,889
|
|
Allocation to net assets acquired:
|
|
||
Prepaid expenses and other current assets
|
621
|
|
|
Accounts receivable, trade
|
32,272
|
|
|
Program rights
|
73,134
|
|
|
Deferred carriage fees
|
567
|
|
|
Property and equipment
|
111
|
|
|
Intangible assets
|
113,528
|
|
|
Other assets
|
46,000
|
|
|
Accounts payable and accrued liabilities
|
(5,470
|
)
|
|
Program rights obligations
|
(30,645
|
)
|
|
Deferred revenue
|
(3,378
|
)
|
|
Fair value of net assets acquired
|
226,740
|
|
|
Goodwill
|
173,149
|
|
|
|
$
|
399,889
|
|
Consideration Transferred:
|
|
||
Cash, net of cash acquired
|
$
|
996,586
|
|
|
|
||
Allocation to net assets acquired:
|
|
||
Accounts receivable, trade
|
125,683
|
|
|
Program rights
|
93,505
|
|
|
Prepaid expenses and other current assets
|
27,634
|
|
|
Deferred tax asset, net
|
23,240
|
|
|
Property and equipment
|
42,853
|
|
|
Intangible assets
|
294,949
|
|
|
Assets held for sale
|
18,603
|
|
|
Other assets
|
31,385
|
|
|
Accounts payable
|
(21,627
|
)
|
|
Accrued liabilities
|
(43,652
|
)
|
|
Program rights obligations
|
(31,984
|
)
|
|
Deferred tax liability, net
|
(24,590
|
)
|
|
Liabilities held for sale
|
(18,130
|
)
|
|
Other liabilities
|
(13,993
|
)
|
|
Noncontrolling interests acquired
|
(22,038
|
)
|
|
Fair value of net assets acquired
|
481,838
|
|
|
Goodwill
|
514,748
|
|
|
|
$
|
996,586
|
|
|
Pro Forma Financial Information for the
Year Ended December 31, 2014
|
||
Revenues, net
|
$
|
2,337,409
|
|
Income from continuing operations, net of income taxes
|
$
|
280,869
|
|
Net income per share, basic
|
$
|
3.90
|
|
Net income per share, diluted
|
$
|
3.86
|
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
||||
National Networks
|
$
|
3,194
|
|
|
$
|
3,664
|
|
International & Other
|
11,804
|
|
|
12,051
|
|
||
Total restructuring expense
|
$
|
14,998
|
|
|
$
|
15,715
|
|
|
Severance and Employee-Related Costs
|
|
Other Exit Costs
|
|
Total
|
||||||
Balance at December 31, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges incurred
|
9,721
|
|
|
5,994
|
|
|
15,715
|
|
|||
Cash payments
|
(3,322
|
)
|
|
(1,433
|
)
|
|
(4,755
|
)
|
|||
Non-cash adjustments
|
—
|
|
|
(3,703
|
)
|
|
(3,703
|
)
|
|||
Currency translation
|
126
|
|
|
27
|
|
|
153
|
|
|||
Balance at December 31, 2014
|
$
|
6,525
|
|
|
$
|
885
|
|
|
$
|
7,410
|
|
Charges incurred
|
11,189
|
|
|
3,809
|
|
|
14,998
|
|
|||
Cash 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
|
|
|
$
|
10,010
|
|
Years Ending December 31,
|
|
||
2016
|
$
|
289,897
|
|
2017
|
164,286
|
|
|
2018
|
119,596
|
|
|
2019
|
86,291
|
|
|
2020
|
50,402
|
|
|
Thereafter
|
20,016
|
|
|
|
$
|
730,488
|
|
|
December 31,
|
|
Estimated
Useful Lives
|
||||||
|
2015
|
|
2014
|
|
|||||
Program, service and test equipment
|
$
|
199,190
|
|
|
$
|
164,734
|
|
|
2 to 5 years
|
Satellite equipment
|
42,367
|
|
|
36,201
|
|
|
13 years
|
||
Furniture and fixtures
|
18,846
|
|
|
17,512
|
|
|
5 to 8 years
|
||
Transmission equipment
|
47,218
|
|
|
47,610
|
|
|
5 years
|
||
Leasehold improvements
|
65,475
|
|
|
54,029
|
|
|
Term of lease
|
||
|
373,096
|
|
|
320,086
|
|
|
|
||
Accumulated depreciation and amortization
|
(209,236
|
)
|
|
(186,242
|
)
|
|
|
||
|
$
|
163,860
|
|
|
$
|
133,844
|
|
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Satellite equipment
|
$
|
42,367
|
|
|
$
|
36,201
|
|
Less accumulated amortization
|
(14,640
|
)
|
|
(11,480
|
)
|
||
|
$
|
27,727
|
|
|
$
|
24,721
|
|
|
National Networks
|
|
International and Other
|
|
Total
|
||||||
December 31, 2014
|
$
|
250,595
|
|
|
$
|
483,761
|
|
|
$
|
734,356
|
|
Additions and purchase accounting adjustments
|
(3,222
|
)
|
|
33,756
|
|
|
30,534
|
|
|||
Amortization of "second component" goodwill
|
(2,524
|
)
|
|
—
|
|
|
(2,524
|
)
|
|||
Foreign currency translation
|
—
|
|
|
(26,091
|
)
|
|
(26,091
|
)
|
|||
December 31, 2015
|
$
|
244,849
|
|
|
$
|
491,426
|
|
|
$
|
736,275
|
|
|
December 31, 2015
|
|
Estimated
Useful Lives
|
||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
|||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||
Affiliate and customer relationships
|
$
|
554,012
|
|
|
$
|
(110,203
|
)
|
|
$
|
443,809
|
|
|
11 to 25 years
|
Advertiser relationships
|
46,282
|
|
|
(4,990
|
)
|
|
41,292
|
|
|
11 years
|
|||
Trade names
|
48,522
|
|
|
(4,353
|
)
|
|
44,169
|
|
|
20 years
|
|||
Other amortizable intangible assets
|
15
|
|
|
(5
|
)
|
|
10
|
|
|
5 years
|
|||
Total amortizable intangible assets
|
648,831
|
|
|
(119,551
|
)
|
|
529,280
|
|
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||
Trademarks
|
19,900
|
|
|
—
|
|
|
19,900
|
|
|
|
|||
Total intangible assets
|
$
|
668,731
|
|
|
$
|
(119,551
|
)
|
|
$
|
549,180
|
|
|
|
|
December 31, 2014
|
|
|
||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||
Affiliate and customer relationships
|
$
|
555,742
|
|
|
$
|
(80,351
|
)
|
|
$
|
475,391
|
|
|
|
Advertiser relationships
|
45,827
|
|
|
(655
|
)
|
|
45,172
|
|
|
|
|||
Trade names
|
52,698
|
|
|
(2,351
|
)
|
|
50,347
|
|
|
|
|||
Other amortizable intangible assets
|
16
|
|
|
(2
|
)
|
|
14
|
|
|
|
|||
Total amortizable intangible assets
|
654,283
|
|
|
(83,359
|
)
|
|
570,924
|
|
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||
Trademarks
|
19,900
|
|
|
—
|
|
|
19,900
|
|
|
|
|||
Total intangible assets
|
$
|
674,183
|
|
|
$
|
(83,359
|
)
|
|
$
|
590,824
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Interest
|
$
|
28,246
|
|
|
$
|
28,685
|
|
Employee related costs
|
119,931
|
|
|
102,608
|
|
||
Income taxes payable
|
2,112
|
|
|
11,876
|
|
||
Other accrued expenses
|
50,504
|
|
|
61,617
|
|
||
Total accrued liabilities
|
$
|
200,793
|
|
|
$
|
204,786
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Senior Secured Credit Facility:
|
|
|
|
||||
Term loan A facility
|
$
|
1,406,000
|
|
|
$
|
1,480,000
|
|
Senior Notes:
|
|
|
|
||||
7.75% Notes due July 2021
|
700,000
|
|
|
700,000
|
|
||
4.75% Notes due December 2022
|
600,000
|
|
|
600,000
|
|
||
Total long-term debt
|
2,706,000
|
|
|
2,780,000
|
|
||
Unamortized discount
|
(17,911
|
)
|
|
(20,434
|
)
|
||
Unamortized deferred financing costs
|
(20,281
|
)
|
|
(26,761
|
)
|
||
Long-term debt, net
|
2,667,808
|
|
|
2,732,805
|
|
||
Current portion of long-term debt
|
148,000
|
|
|
74,000
|
|
||
Noncurrent portion of long-term debt
|
$
|
2,519,808
|
|
|
$
|
2,658,805
|
|
•
|
Level I—Quoted prices for identical instruments in active markets.
|
•
|
Level II—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
|
•
|
Level III—Instruments whose significant value drivers are unobservable.
|
|
|
Level I
|
|
Level II
|
|
Total
|
||||||
At December 31, 2015:
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Cash equivalents
|
|
$
|
2,027
|
|
|
$
|
—
|
|
|
$
|
2,027
|
|
Interest rate swap contracts
|
|
—
|
|
|
1,449
|
|
|
1,449
|
|
|||
Foreign currency derivatives
|
|
—
|
|
|
4,421
|
|
|
4,421
|
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Interest rate swap contracts
|
|
$
|
—
|
|
|
$
|
2,682
|
|
|
$
|
2,682
|
|
Foreign currency derivatives
|
|
—
|
|
|
3,107
|
|
|
3,107
|
|
|||
At December 31, 2014:
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Cash equivalents
|
|
$
|
11,058
|
|
|
$
|
—
|
|
|
$
|
11,058
|
|
Foreign currency derivatives
|
|
—
|
|
|
3,949
|
|
|
3,949
|
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Interest rate swap contracts
|
|
—
|
|
|
6,613
|
|
|
6,613
|
|
|||
Foreign currency derivatives
|
|
$
|
—
|
|
|
$
|
2,346
|
|
|
$
|
2,346
|
|
|
December 31, 2015
|
||||||
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||
Debt instruments:
|
|
|
|
||||
Term loan A facility
|
$
|
1,386,869
|
|
|
$
|
1,370,850
|
|
7.75% Notes due July 2021
|
689,910
|
|
|
737,625
|
|
||
4.75% Notes due December 2022
|
591,029
|
|
|
600,000
|
|
||
|
$
|
2,667,808
|
|
|
$
|
2,708,475
|
|
|
December 31, 2014
|
||||||
|
Carrying
Amount |
|
Estimated
Fair Value |
||||
Debt instruments:
|
|
|
|
||||
Term loan A facility
|
$
|
1,454,321
|
|
|
$
|
1,465,200
|
|
7.75% Notes due July 2021
|
688,512
|
|
|
761,250
|
|
||
4.75% Notes due December 2022
|
589,972
|
|
|
585,000
|
|
||
|
$
|
2,732,805
|
|
|
$
|
2,811,450
|
|
|
Balance Sheet Location
|
|
December 31,
|
||||||
|
|
|
2015
|
|
2014
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Assets:
|
|
|
|
|
|
||||
Interest rate swap contracts
|
Other assets
|
|
$
|
1,449
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
||||
Interest rate swap contracts
|
Accrued liabilities
|
|
—
|
|
|
2,388
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Assets:
|
|
|
|
|
|
||||
Foreign currency derivatives
|
Prepaid expenses and other current assets
|
|
1,331
|
|
|
1,808
|
|
||
Foreign currency derivatives
|
Other assets
|
|
3,090
|
|
|
2,141
|
|
||
Liabilities:
|
|
|
|
|
|
||||
Interest rate swap contracts
|
Accrued liabilities
|
|
660
|
|
|
—
|
|
||
Interest rate swap contracts
|
Other liabilities
|
|
2,022
|
|
|
4,225
|
|
||
Foreign currency derivatives
|
Accrued liabilities
|
|
1,429
|
|
|
914
|
|
||
Foreign currency derivatives
|
Other liabilities
|
|
1,678
|
|
|
1,432
|
|
|
Gain or (Loss) on Derivatives
Recognized in OCI
|
|
Location of Gain or (Loss) in Earnings
|
|
Gain or (Loss)
Reclassified from Accumulated OCI
into Earnings (a)
|
||||||||||||
|
Years Ended December 31,
|
|
|
|
Years Ended December 31,
|
||||||||||||
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
$
|
638
|
|
|
$
|
(762
|
)
|
|
Interest expense
|
|
$
|
(2,727
|
)
|
|
$
|
(5,082
|
)
|
(a)
|
There were
no
gains or losses recognized in earnings related to any ineffective portion of the hedging relationship or related to any amount excluded from the assessment of hedge effectiveness for the years ended
December 31, 2015
and
2014
.
|
|
Location of Gain (Loss) Recognized in Earnings on Derivatives
|
|
Amount of Gain (Loss) Recognized in Earnings on Derivatives
|
||||||
|
|
|
Years Ended December 31,
|
||||||
|
|
|
2015
|
|
2014
|
||||
Derivatives not designated as hedging relationships:
|
|
|
|
|
|
||||
Interest rate swap contracts
|
Interest expense
|
|
$
|
(578
|
)
|
|
$
|
(1,285
|
)
|
Foreign currency option contracts
|
Miscellaneous, net
|
|
—
|
|
|
(1,754
|
)
|
||
Foreign currency derivatives
|
Miscellaneous, net
|
|
503
|
|
|
(130
|
)
|
||
Total
|
|
|
$
|
(75
|
)
|
|
$
|
(3,169
|
)
|
2016
|
$
|
30,371
|
|
2017
|
20,233
|
|
|
2018
|
24,841
|
|
|
2019
|
25,349
|
|
|
2020
|
23,358
|
|
|
Thereafter
|
143,475
|
|
2016
|
$
|
6,912
|
|
2017
|
6,912
|
|
|
2018
|
6,912
|
|
|
2019
|
6,039
|
|
|
2020
|
4,977
|
|
|
Thereafter
|
19,099
|
|
|
Total minimum lease payments
|
50,851
|
|
|
Less amount representing interest (at 8.2%-12%)
|
(17,511
|
)
|
|
Present value of net minimum future capital lease payments
|
33,340
|
|
|
Less principal portion of current installments
|
(3,561
|
)
|
|
Long-term portion of obligations under capital leases
|
$
|
29,779
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
566,444
|
|
|
$
|
384,853
|
|
|
$
|
468,314
|
|
Foreign
|
16,350
|
|
|
12,175
|
|
|
687
|
|
|||
Total
|
$
|
582,794
|
|
|
$
|
397,028
|
|
|
$
|
469,001
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
146,915
|
|
|
$
|
111,047
|
|
|
$
|
(10,137
|
)
|
State
|
15,713
|
|
|
10,882
|
|
|
2,403
|
|
|||
Foreign
|
14,508
|
|
|
13,837
|
|
|
5,104
|
|
|||
|
177,136
|
|
|
135,766
|
|
|
(2,630
|
)
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
12,563
|
|
|
5,036
|
|
|
154,299
|
|
|||
State
|
1,300
|
|
|
(1,373
|
)
|
|
17,205
|
|
|||
Foreign
|
5,753
|
|
|
(2,456
|
)
|
|
—
|
|
|||
|
19,616
|
|
|
1,207
|
|
|
171,504
|
|
|||
Tax expense (benefit) relating to uncertain tax positions, including accrued interest
|
4,338
|
|
|
(7,818
|
)
|
|
9,967
|
|
|||
Income tax expense
|
$
|
201,090
|
|
|
$
|
129,155
|
|
|
$
|
178,841
|
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
U.S. federal statutory income tax rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State and local income taxes, net of federal benefit
|
2
|
|
|
2
|
|
|
2
|
|
Effect of foreign operations
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
Nontaxable income attributable to noncontrolling interests
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
Changes in the valuation allowance
|
1
|
|
|
1
|
|
|
1
|
|
Domestic production activity deduction
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
Tax expense relating to uncertain tax positions, including accrued interest, net of deferred tax benefits
|
1
|
|
|
(1
|
)
|
|
2
|
|
Other
|
1
|
|
|
—
|
|
|
(1
|
)
|
Effective income tax rate
|
34
|
%
|
|
32
|
%
|
|
38
|
%
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred Tax Asset (Liability)
|
|
|
|
||||
Current
|
|
|
|
||||
NOLs and tax credit carry forwards
|
$
|
7,076
|
|
|
$
|
9,003
|
|
Compensation and benefit plans
|
17,296
|
|
|
15,213
|
|
||
Allowance for doubtful accounts
|
261
|
|
|
286
|
|
||
Other liabilities
|
5,383
|
|
|
5,537
|
|
||
Deferred tax asset
|
30,016
|
|
|
30,039
|
|
||
Valuation allowance
|
(1,236
|
)
|
|
(596
|
)
|
||
Net deferred tax asset, current
|
28,780
|
|
|
29,443
|
|
||
Other assets
|
(12,636
|
)
|
|
(4,662
|
)
|
||
Deferred tax liability, current
|
(12,636
|
)
|
|
(4,662
|
)
|
||
Net deferred tax asset, current
|
16,144
|
|
|
24,781
|
|
||
Noncurrent
|
|
|
|
||||
NOLs and tax credit carry forwards
|
76,285
|
|
|
68,042
|
|
||
Compensation and benefit plans
|
28,016
|
|
|
20,705
|
|
||
Fixed assets and intangible assets
|
35,781
|
|
|
43,751
|
|
||
Interest rate swap contracts
|
2,412
|
|
|
2,857
|
|
||
Accrued interest expense
|
11,692
|
|
|
10,522
|
|
||
Other liabilities
|
12,040
|
|
|
9,171
|
|
||
Deferred tax asset
|
166,226
|
|
|
155,048
|
|
||
Valuation allowance
|
(53,100
|
)
|
|
(50,434
|
)
|
||
Net deferred tax asset, noncurrent
|
113,126
|
|
|
104,614
|
|
||
Prepaid liabilities
|
(820
|
)
|
|
(781
|
)
|
||
Fixed assets and intangible assets
|
(70,337
|
)
|
|
(64,762
|
)
|
||
Investments in partnerships
|
(154,215
|
)
|
|
(138,790
|
)
|
||
Other assets
|
(16,114
|
)
|
|
(13,803
|
)
|
||
Deferred tax liability, noncurrent
|
(241,486
|
)
|
|
(218,136
|
)
|
||
Net deferred tax liability, noncurrent
|
(128,360
|
)
|
|
(113,522
|
)
|
||
Total net deferred tax liability
|
$
|
(112,216
|
)
|
|
$
|
(88,741
|
)
|
Balance at December 31, 2014
|
$
|
17,099
|
|
Increases related to current year tax positions
|
2,888
|
|
|
Increases related to prior year tax positions
|
607
|
|
|
Decreases related to prior year tax positions
|
(344
|
)
|
|
Decreases due to lapse of statute of limitations
|
(12
|
)
|
|
Balance at December 31, 2015
|
$
|
20,238
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Year 1
|
|
Years
2 - 3
|
|
Years
4 - 5
|
|
More than
5 years
|
||||||||||
Purchase obligations (1)
|
$
|
1,049,927
|
|
|
$
|
256,566
|
|
|
$
|
225,282
|
|
|
$
|
78,333
|
|
|
$
|
489,746
|
|
Guarantees (2)
|
198,507
|
|
|
198,507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1,248,434
|
|
|
$
|
455,073
|
|
|
$
|
225,282
|
|
|
$
|
78,333
|
|
|
$
|
489,746
|
|
(1)
|
Purchase obligation amounts not reflected on the balance sheet consist primarily of program rights obligations and transmission and marketing commitments 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.
|
|
|
Redeemable Noncontrolling Interest
|
||
December 31, 2013
|
|
$
|
268
|
|
Acquired
|
|
200,000
|
|
|
Net earnings
|
|
4,331
|
|
|
Non-cash contributions
|
|
12
|
|
|
December 31, 2014
|
|
$
|
204,611
|
|
Net earnings
|
|
10,239
|
|
|
Distributions
|
|
(3,154
|
)
|
|
Other
|
|
(5
|
)
|
|
December 31, 2015
|
|
$
|
211,691
|
|
|
Shares Under Option
|
|
Weighted
Average
Exercise Price
Per Share
|
|
Weighted
Average
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value(a)
|
|||||
|
Time
Vesting
Options
|
|
||||||||||
Balance, December 31, 2014
|
14,045
|
|
|
$
|
16.93
|
|
|
1.27
|
|
$
|
658
|
|
Exercised
|
(14,045
|
)
|
|
$
|
16.93
|
|
|
|
|
|
||
Balance, December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
Options exercisable at December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
(a)
|
The aggregate intrinsic value is calculated as the difference between (i) the exercise price of the underlying award and (ii) the quoted price of AMC Networks Class A Common Stock on
December 31, 2014
.
|
|
Shares Under Option
|
|
Weighted
Average
Exercise Price
Per Share
|
|
Weighted
Average
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value(a)
|
||||||||
|
Time
Vesting
Options
|
|
Performance
Vesting
Options
|
|
|||||||||||
Balance, December 31, 2014
|
229,497
|
|
|
32,500
|
|
|
$
|
15.81
|
|
|
1.14
|
|
$
|
12,566
|
|
Exercised
|
(94,664
|
)
|
|
(32,500
|
)
|
|
$
|
13.62
|
|
|
|
|
|
||
Balance, December 31, 2015
|
134,833
|
|
|
—
|
|
|
$
|
17.88
|
|
|
0.43
|
|
$
|
7,659
|
|
Options exercisable at December 31, 2015
|
134,833
|
|
|
—
|
|
|
$
|
17.88
|
|
|
0.43
|
|
$
|
7,659
|
|
(a)
|
The aggregate intrinsic value is calculated as the difference between (i) the exercise price of the underlying award and (ii) the quoted price of AMC Networks Class A Common Stock on
December 31, 2015
or
December 31, 2014
, as indicated.
|
|
Number of
Restricted
Stock Units
|
|
Number of
Performance
Restricted
Stock Units
|
|
Weighted Average
Fair Value Per Stock Unit at Date of Grant
|
||||
Unvested award balance, December 31, 2014
|
898,854
|
|
|
655,843
|
|
|
$
|
62.79
|
|
Granted
|
362,589
|
|
|
125,465
|
|
|
$
|
72.95
|
|
Released/Vested
|
(317,222
|
)
|
|
(89,929
|
)
|
|
$
|
46.75
|
|
Canceled/Forfeited
|
(90,835
|
)
|
|
(7,986
|
)
|
|
$
|
65.94
|
|
Unvested award balance, December 31, 2015
|
853,386
|
|
|
683,393
|
|
|
$
|
70.07
|
|
|
Number of
Restricted
Stock Units
|
|
Weighted Average
Fair Value Per Stock Unit at Date of Grant |
|||
Vested award balance, December 31, 2014
|
114,690
|
|
|
$
|
45.46
|
|
Granted
|
22,659
|
|
|
$
|
78.00
|
|
Released/Vested
|
(9,794
|
)
|
|
$
|
44.32
|
|
Vested award balance, December 31, 2015
|
127,555
|
|
|
$
|
51.33
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
||||||
Continuing Operations:
|
|
|
|
|
|
||||||
Leasehold improvements paid by landlord
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100
|
|
Increase in capital lease obligations
|
6,191
|
|
|
18,747
|
|
|
865
|
|
|||
Capital expenditures incurred but not yet paid
|
6,423
|
|
|
6,638
|
|
|
3,202
|
|
|||
Promissory note payable
|
—
|
|
|
40,000
|
|
|
—
|
|
|||
Supplemental Data:
|
|
|
|
|
|
||||||
Cash interest paid—continuing operations
|
120,394
|
|
|
122,305
|
|
|
112,053
|
|
|||
Income taxes paid, net—continuing operations
|
186,725
|
|
|
99,772
|
|
|
135,708
|
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||
|
Currency Translation Adjustment
|
|
Gains (Losses) on Cash Flow Hedges
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Currency Translation Adjustment
|
|
Gains (Losses) on Cash Flow Hedges
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||
Beginning Balance
|
$
|
(77,492
|
)
|
|
$
|
(1,756
|
)
|
|
$
|
(79,248
|
)
|
|
$
|
—
|
|
|
$
|
(4,495
|
)
|
|
$
|
(4,495
|
)
|
Other comprehensive loss before reclassifications
|
(55,852
|
)
|
|
638
|
|
|
(55,214
|
)
|
|
(74,758
|
)
|
|
(762
|
)
|
|
(75,520
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
2,727
|
|
|
2,727
|
|
|
—
|
|
|
5,082
|
|
|
5,082
|
|
||||||
Net current-period other comprehensive (loss) income, before income taxes
|
(55,852
|
)
|
|
3,365
|
|
|
(52,487
|
)
|
|
(74,758
|
)
|
|
4,320
|
|
|
(70,438
|
)
|
||||||
Income tax expense
|
(3,090
|
)
|
|
(1,232
|
)
|
|
(4,322
|
)
|
|
(2,734
|
)
|
|
(1,581
|
)
|
|
(4,315
|
)
|
||||||
Net current-period other comprehensive (loss) income, net of income taxes
|
(58,942
|
)
|
|
2,133
|
|
|
(56,809
|
)
|
|
(77,492
|
)
|
|
2,739
|
|
|
(74,753
|
)
|
||||||
Ending Balance
|
$
|
(136,434
|
)
|
|
$
|
377
|
|
|
$
|
(136,057
|
)
|
|
$
|
(77,492
|
)
|
|
$
|
(1,756
|
)
|
|
$
|
(79,248
|
)
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
National
Networks
|
|
International
and Other
|
|
Inter-segment
eliminations
|
|
Consolidated
|
||||||||
Revenues, net
|
|
|
|
|
|
|
|
||||||||
Advertising
|
$
|
945,288
|
|
|
$
|
82,972
|
|
|
$
|
—
|
|
|
$
|
1,028,260
|
|
Distribution
|
1,190,079
|
|
|
369,606
|
|
|
(7,010
|
)
|
|
1,552,675
|
|
||||
Consolidated revenues, net
|
$
|
2,135,367
|
|
|
$
|
452,578
|
|
|
$
|
(7,010
|
)
|
|
$
|
2,580,935
|
|
Adjusted operating cash flow
|
$
|
810,993
|
|
|
$
|
29,757
|
|
|
$
|
(2,508
|
)
|
|
$
|
838,242
|
|
Depreciation and amortization
|
(29,742
|
)
|
|
(53,289
|
)
|
|
—
|
|
|
(83,031
|
)
|
||||
Share-based compensation expense
|
(23,814
|
)
|
|
(7,206
|
)
|
|
—
|
|
|
(31,020
|
)
|
||||
Restructuring expense
|
(3,194
|
)
|
|
(11,804
|
)
|
|
—
|
|
|
(14,998
|
)
|
||||
Operating income (loss)
|
$
|
754,243
|
|
|
$
|
(42,542
|
)
|
|
$
|
(2,508
|
)
|
|
$
|
709,193
|
|
Capital expenditures
|
$
|
24,386
|
|
|
$
|
43,935
|
|
|
$
|
—
|
|
|
$
|
68,321
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
National
Networks
|
|
International
and Other
|
|
Inter-segment
eliminations
|
|
Consolidated
|
||||||||
Revenues, net
|
|
|
|
|
|
|
|
||||||||
Advertising
|
$
|
764,610
|
|
|
$
|
55,726
|
|
|
$
|
—
|
|
|
$
|
820,336
|
|
Distribution
|
979,312
|
|
|
378,495
|
|
|
(2,502
|
)
|
|
1,355,305
|
|
||||
Consolidated revenues, net
|
$
|
1,743,922
|
|
|
$
|
434,221
|
|
|
$
|
(2,502
|
)
|
|
$
|
2,175,641
|
|
Adjusted operating cash flow
|
$
|
633,584
|
|
|
$
|
24,421
|
|
|
$
|
1,474
|
|
|
$
|
659,479
|
|
Depreciation and amortization
|
(21,480
|
)
|
|
(47,568
|
)
|
|
—
|
|
|
(69,048
|
)
|
||||
Share-based compensation expense
|
(21,584
|
)
|
|
(6,779
|
)
|
|
—
|
|
|
(28,363
|
)
|
||||
Restructuring expense
|
(3,664
|
)
|
|
(12,051
|
)
|
|
—
|
|
|
(15,715
|
)
|
||||
Operating income (loss)
|
$
|
586,856
|
|
|
$
|
(41,977
|
)
|
|
$
|
1,474
|
|
|
$
|
546,353
|
|
Capital expenditures
|
$
|
13,462
|
|
|
$
|
26,277
|
|
|
$
|
—
|
|
|
$
|
39,739
|
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
National
Networks
|
|
International
and Other
|
|
Inter-segment
eliminations
|
|
Consolidated
|
||||||||
Revenues, net
|
|
|
|
|
|
|
|
||||||||
Advertising
|
$
|
662,789
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
662,789
|
|
Distribution
|
873,498
|
|
|
55,887
|
|
|
(316
|
)
|
|
929,069
|
|
||||
Consolidated revenues, net
|
$
|
1,536,287
|
|
|
$
|
55,887
|
|
|
$
|
(316
|
)
|
|
$
|
1,591,858
|
|
Adjusted operating cash flow (deficit)
|
$
|
576,772
|
|
|
$
|
(56,476
|
)
|
|
$
|
3,893
|
|
|
$
|
524,189
|
|
Depreciation and amortization
|
(42,036
|
)
|
|
(12,631
|
)
|
|
—
|
|
|
(54,667
|
)
|
||||
Share-based compensation expense
|
(17,783
|
)
|
|
(2,516
|
)
|
|
—
|
|
|
(20,299
|
)
|
||||
Litigation settlement gain
|
—
|
|
|
132,944
|
|
|
—
|
|
|
132,944
|
|
||||
Operating income
|
$
|
516,953
|
|
|
$
|
61,321
|
|
|
$
|
3,893
|
|
|
$
|
582,167
|
|
Capital expenditures
|
$
|
9,896
|
|
|
$
|
14,407
|
|
|
$
|
—
|
|
|
$
|
24,303
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Inter-segment revenues
|
|
|
|
|
|
||||||
National Networks
|
$
|
(6,719
|
)
|
|
$
|
(1,802
|
)
|
|
$
|
(193
|
)
|
International and Other
|
(291
|
)
|
|
(700
|
)
|
|
(123
|
)
|
|||
|
$
|
(7,010
|
)
|
|
$
|
(2,502
|
)
|
|
$
|
(316
|
)
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
||||
Revenue
|
|
|
|
||||
United States
|
$
|
2,114,172
|
|
|
$
|
1,733,402
|
|
Europe
|
317,759
|
|
|
311,503
|
|
||
Other
|
149,004
|
|
|
130,736
|
|
||
|
$
|
2,580,935
|
|
|
$
|
2,175,641
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||
December 31, 2015
|
||||||||||||||
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non- Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
|
—
|
|
|
674,611
|
|
Amounts due from related parties, net
|
—
|
|
|
3,818
|
|
|
244
|
|
|
—
|
|
|
4,062
|
|
Current portion of program rights, net
|
—
|
|
|
352,664
|
|
|
100,493
|
|
|
—
|
|
|
453,157
|
|
Prepaid expenses, other current assets and intercompany receivable
|
4,158
|
|
|
112,456
|
|
|
12,322
|
|
|
(55,947
|
)
|
|
72,989
|
|
Deferred tax asset, net
|
14,039
|
|
|
—
|
|
|
2,159
|
|
|
—
|
|
|
16,198
|
|
Total current assets
|
18,631
|
|
|
1,155,855
|
|
|
418,799
|
|
|
(55,947
|
)
|
|
1,537,338
|
|
Property and equipment, net
|
—
|
|
|
93,007
|
|
|
70,853
|
|
|
—
|
|
|
163,860
|
|
Investment in affiliates
|
2,797,938
|
|
|
845,069
|
|
|
—
|
|
|
(3,643,007
|
)
|
|
—
|
|
Program rights, net
|
—
|
|
|
889,756
|
|
|
137,638
|
|
|
—
|
|
|
1,027,394
|
|
Long-term intercompany notes receivable
|
—
|
|
|
400,163
|
|
|
676
|
|
|
(400,839
|
)
|
|
—
|
|
Deferred carriage fees, net
|
—
|
|
|
47,437
|
|
|
2,632
|
|
|
—
|
|
|
50,069
|
|
Intangible assets, net
|
—
|
|
|
190,041
|
|
|
359,139
|
|
|
—
|
|
|
549,180
|
|
Goodwill
|
—
|
|
|
71,700
|
|
|
664,575
|
|
|
—
|
|
|
736,275
|
|
Other assets
|
1,449
|
|
|
100,620
|
|
|
98,730
|
|
|
—
|
|
|
200,799
|
|
Total assets
|
2,818,018
|
|
|
3,793,648
|
|
|
1,753,042
|
|
|
(4,099,793
|
)
|
|
4,264,915
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
|
|
|
|
|
|
|
|
|
|
|||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
6
|
|
|
97,445
|
|
|
26,990
|
|
|
—
|
|
|
124,441
|
|
Accrued liabilities and intercompany payable
|
30,857
|
|
|
128,084
|
|
|
97,799
|
|
|
(55,947
|
)
|
|
200,793
|
|
Current portion of program rights obligations
|
—
|
|
|
225,375
|
|
|
64,522
|
|
|
—
|
|
|
289,897
|
|
Deferred revenue
|
—
|
|
|
54,921
|
|
|
9,308
|
|
|
—
|
|
|
64,229
|
|
Current portion of long-term debt
|
148,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148,000
|
|
Current portion of capital lease obligations
|
—
|
|
|
2,393
|
|
|
1,168
|
|
|
—
|
|
|
3,561
|
|
Total current liabilities
|
178,863
|
|
|
508,218
|
|
|
199,787
|
|
|
(55,947
|
)
|
|
830,921
|
|
Program rights obligations
|
—
|
|
|
415,419
|
|
|
25,172
|
|
|
—
|
|
|
440,591
|
|
Long-term debt
|
2,519,808
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,519,808
|
|
Capital lease obligations
|
—
|
|
|
9,268
|
|
|
20,511
|
|
|
—
|
|
|
29,779
|
|
Deferred tax liability, net
|
126,415
|
|
|
—
|
|
|
10,818
|
|
|
—
|
|
|
137,233
|
|
Other liabilities and intercompany notes payable
|
32,209
|
|
|
62,805
|
|
|
409,355
|
|
|
(400,839
|
)
|
|
103,530
|
|
Total liabilities
|
2,857,295
|
|
|
995,710
|
|
|
665,643
|
|
|
(456,786
|
)
|
|
4,061,862
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
211,691
|
|
|
—
|
|
|
211,691
|
|
Stockholders’ deficiency:
|
|
|
|
|
|
|
|
|
|
|||||
AMC Networks stockholders’ (deficiency) equity
|
(39,277
|
)
|
|
2,797,938
|
|
|
845,069
|
|
|
(3,643,007
|
)
|
|
(39,277
|
)
|
Total AMC Networks stockholders’ (deficiency) equity
|
(39,277
|
)
|
|
2,797,938
|
|
|
845,069
|
|
|
(3,643,007
|
)
|
|
(39,277
|
)
|
Non-redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
30,639
|
|
|
—
|
|
|
30,639
|
|
Total stockholders' (deficiency) equity
|
(39,277
|
)
|
|
2,797,938
|
|
|
875,708
|
|
|
(3,643,007
|
)
|
|
(8,638
|
)
|
Total liabilities and stockholders’ (deficiency) equity
|
2,818,018
|
|
|
3,793,648
|
|
|
1,753,042
|
|
|
(4,099,793
|
)
|
|
4,264,915
|
|
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||
December 31, 2014
|
|||||||||||||||||||
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non- Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,581
|
|
|
$
|
83,676
|
|
|
$
|
116,110
|
|
|
$
|
—
|
|
|
$
|
201,367
|
|
Accounts receivable, trade (less allowance for doubtful accounts)
|
—
|
|
|
443,720
|
|
|
143,473
|
|
|
—
|
|
|
587,193
|
|
|||||
Amounts due from related parties, net
|
—
|
|
|
3,846
|
|
|
256
|
|
|
—
|
|
|
4,102
|
|
|||||
Current portion of program rights, net
|
—
|
|
|
350,750
|
|
|
86,552
|
|
|
—
|
|
|
437,302
|
|
|||||
Prepaid expenses, other current assets and intercompany receivable
|
44,011
|
|
|
75,631
|
|
|
6,702
|
|
|
(52,050
|
)
|
|
74,294
|
|
|||||
Deferred tax asset, net
|
22,221
|
|
|
—
|
|
|
2,601
|
|
|
—
|
|
|
24,822
|
|
|||||
Total current assets
|
67,813
|
|
|
957,623
|
|
|
355,694
|
|
|
(52,050
|
)
|
|
1,329,080
|
|
|||||
Property and equipment, net
|
—
|
|
|
80,064
|
|
|
53,780
|
|
|
—
|
|
|
133,844
|
|
|||||
Investment in affiliates
|
1,851,065
|
|
|
1,237,919
|
|
|
—
|
|
|
(3,088,984
|
)
|
|
—
|
|
|||||
Program rights, net
|
—
|
|
|
878,294
|
|
|
81,647
|
|
|
—
|
|
|
959,941
|
|
|||||
Long-term intercompany notes receivable
|
624,100
|
|
|
111,263
|
|
|
—
|
|
|
(735,363
|
)
|
|
—
|
|
|||||
Deferred carriage fees, net
|
—
|
|
|
44,644
|
|
|
2,093
|
|
|
—
|
|
|
46,737
|
|
|||||
Intangible assets, net
|
—
|
|
|
199,785
|
|
|
391,039
|
|
|
—
|
|
|
590,824
|
|
|||||
Goodwill
|
—
|
|
|
74,224
|
|
|
660,132
|
|
|
—
|
|
|
734,356
|
|
|||||
Other assets
|
—
|
|
|
63,700
|
|
|
91,344
|
|
|
—
|
|
|
155,044
|
|
|||||
Total assets
|
$
|
2,542,978
|
|
|
$
|
3,647,516
|
|
|
$
|
1,635,729
|
|
|
$
|
(3,876,397
|
)
|
|
$
|
3,949,826
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
16
|
|
|
$
|
62,573
|
|
|
$
|
39,277
|
|
|
$
|
—
|
|
|
$
|
101,866
|
|
Accrued liabilities and intercompany payable
|
39,566
|
|
|
155,569
|
|
|
61,701
|
|
|
(52,050
|
)
|
|
204,786
|
|
|||||
Current portion of program rights obligations
|
—
|
|
|
212,310
|
|
|
58,889
|
|
|
—
|
|
|
271,199
|
|
|||||
Deferred revenue
|
—
|
|
|
30,184
|
|
|
6,704
|
|
|
—
|
|
|
36,888
|
|
|||||
Promissory note payable
|
—
|
|
|
—
|
|
|
40,000
|
|
|
—
|
|
|
40,000
|
|
|||||
Current portion of long-term debt
|
74,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,000
|
|
|||||
Current portion of capital lease obligations
|
—
|
|
|
2,226
|
|
|
727
|
|
|
—
|
|
|
2,953
|
|
|||||
Total current liabilities
|
113,582
|
|
|
462,862
|
|
|
207,298
|
|
|
(52,050
|
)
|
|
731,692
|
|
|||||
Program rights obligations
|
—
|
|
|
453,343
|
|
|
12,329
|
|
|
—
|
|
|
465,672
|
|
|||||
Long-term debt
|
2,658,805
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,658,805
|
|
|||||
Capital lease obligations
|
—
|
|
|
11,884
|
|
|
15,502
|
|
|
—
|
|
|
27,386
|
|
|||||
Deferred tax liability, net
|
113,742
|
|
|
—
|
|
|
14,324
|
|
|
—
|
|
|
128,066
|
|
|||||
Other liabilities and intercompany notes payable
|
28,604
|
|
|
868,362
|
|
|
(76,100
|
)
|
|
(735,363
|
)
|
|
85,503
|
|
|||||
Total liabilities
|
2,914,733
|
|
|
1,796,451
|
|
|
173,353
|
|
|
(787,413
|
)
|
|
4,097,124
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
204,611
|
|
|
—
|
|
|
204,611
|
|
|||||
Stockholders’ deficiency:
|
|
|
|
|
|
|
|
|
|
||||||||||
AMC Networks stockholders’ (deficiency) equity
|
(371,755
|
)
|
|
1,851,065
|
|
|
1,237,919
|
|
|
(3,088,984
|
)
|
|
(371,755
|
)
|
|||||
Total AMC Networks stockholders’ (deficiency) equity
|
(371,755
|
)
|
|
1,851,065
|
|
|
1,237,919
|
|
|
(3,088,984
|
)
|
|
(371,755
|
)
|
|||||
Non-redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
19,846
|
|
|
—
|
|
|
19,846
|
|
|||||
Total stockholders' (deficiency) equity
|
(371,755
|
)
|
|
1,851,065
|
|
|
1,257,765
|
|
|
(3,088,984
|
)
|
|
(351,909
|
)
|
|||||
Total liabilities and stockholders’ (deficiency) equity
|
$
|
2,542,978
|
|
|
$
|
3,647,516
|
|
|
$
|
1,635,729
|
|
|
$
|
(3,876,397
|
)
|
|
$
|
3,949,826
|
|
Condensed Consolidating Statement of Income
|
|||||||||||||||||||
Year Ended December 31, 2015
|
|||||||||||||||||||
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non- Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues, net
|
$
|
—
|
|
|
$
|
2,041,244
|
|
|
$
|
540,545
|
|
|
$
|
(854
|
)
|
|
$
|
2,580,935
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Technical and operating (excluding depreciation and amortization)
|
—
|
|
|
850,882
|
|
|
287,007
|
|
|
(756
|
)
|
|
1,137,133
|
|
|||||
Selling, general and administrative
|
—
|
|
|
471,455
|
|
|
165,285
|
|
|
(160
|
)
|
|
636,580
|
|
|||||
Restructuring expense
|
—
|
|
|
7,772
|
|
|
7,226
|
|
|
—
|
|
|
14,998
|
|
|||||
Depreciation and amortization
|
—
|
|
|
37,176
|
|
|
45,855
|
|
|
—
|
|
|
83,031
|
|
|||||
Total operating expenses
|
—
|
|
|
1,367,285
|
|
|
505,373
|
|
|
(916
|
)
|
|
1,871,742
|
|
|||||
Operating income
|
—
|
|
|
673,959
|
|
|
35,172
|
|
|
62
|
|
|
709,193
|
|
|||||
Other 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 taxes
|
547,034
|
|
|
724,990
|
|
|
11,199
|
|
|
(700,429
|
)
|
|
582,794
|
|
|||||
Income tax expense
|
(180,246
|
)
|
|
(9,183
|
)
|
|
(11,661
|
)
|
|
—
|
|
|
(201,090
|
)
|
|||||
Income (loss) from operations
|
366,788
|
|
|
715,807
|
|
|
(462
|
)
|
|
(700,429
|
)
|
|
381,704
|
|
|||||
Net income (loss) including noncontrolling interest
|
366,788
|
|
|
715,807
|
|
|
(462
|
)
|
|
(700,429
|
)
|
|
381,704
|
|
|||||
Net 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
|
)
|
|
$
|
366,788
|
|
Condensed Consolidating Statement of Income
|
|||||||||||||||||||
Year Ended December 31, 2014
|
|||||||||||||||||||
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non- Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues, net
|
$
|
—
|
|
|
$
|
1,780,806
|
|
|
$
|
394,835
|
|
|
$
|
—
|
|
|
$
|
2,175,641
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Technical and operating (excluding depreciation and amortization)
|
—
|
|
|
768,040
|
|
|
215,589
|
|
|
(54
|
)
|
|
983,575
|
|
|||||
Selling, general and administrative
|
—
|
|
|
451,891
|
|
|
109,037
|
|
|
22
|
|
|
560,950
|
|
|||||
Restructuring expense
|
—
|
|
|
6,527
|
|
|
9,188
|
|
|
—
|
|
|
15,715
|
|
|||||
Depreciation and amortization
|
—
|
|
|
34,482
|
|
|
34,566
|
|
|
—
|
|
|
69,048
|
|
|||||
Total operating expenses
|
—
|
|
|
1,260,940
|
|
|
368,380
|
|
|
(32
|
)
|
|
1,629,288
|
|
|||||
Operating income
|
—
|
|
|
519,866
|
|
|
26,455
|
|
|
32
|
|
|
546,353
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
(79,150
|
)
|
|
(43,608
|
)
|
|
(6,071
|
)
|
|
—
|
|
|
(128,829
|
)
|
|||||
Share of affiliates' income (loss)
|
552,836
|
|
|
(403
|
)
|
|
—
|
|
|
(552,433
|
)
|
|
—
|
|
|||||
Miscellaneous, net
|
(84,539
|
)
|
|
74,176
|
|
|
(10,101
|
)
|
|
(32
|
)
|
|
(20,496
|
)
|
|||||
Total other income (expense)
|
389,147
|
|
|
30,165
|
|
|
(16,172
|
)
|
|
(552,465
|
)
|
|
(149,325
|
)
|
|||||
Income from continuing operations before income taxes
|
389,147
|
|
|
550,031
|
|
|
10,283
|
|
|
(552,433
|
)
|
|
397,028
|
|
|||||
Income tax (expense) benefit
|
(128,350
|
)
|
|
2,805
|
|
|
(3,610
|
)
|
|
—
|
|
|
(129,155
|
)
|
|||||
Income from continuing operations
|
260,797
|
|
|
552,836
|
|
|
6,673
|
|
|
(552,433
|
)
|
|
267,873
|
|
|||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(3,448
|
)
|
|
—
|
|
|
(3,448
|
)
|
|||||
Net income including noncontrolling interest
|
260,797
|
|
|
552,836
|
|
|
3,225
|
|
|
(552,433
|
)
|
|
264,425
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3,628
|
)
|
|
—
|
|
|
(3,628
|
)
|
|||||
Net income (loss) attributable to AMC Networks' stockholders
|
$
|
260,797
|
|
|
$
|
552,836
|
|
|
$
|
(403
|
)
|
|
$
|
(552,433
|
)
|
|
$
|
260,797
|
|
Condensed Consolidating Statement of Comprehensive Income
|
|||||||||||||||||||
Year Ended December 31, 2015
|
|||||||||||||||||||
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non- Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss) including noncontrolling interest
|
$
|
366,788
|
|
|
$
|
715,807
|
|
|
$
|
(462
|
)
|
|
$
|
(700,429
|
)
|
|
$
|
381,704
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
(73,695
|
)
|
|
(73,695
|
)
|
|
17,843
|
|
|
73,695
|
|
|
(55,852
|
)
|
|||||
Unrealized gain on interest rate swaps
|
3,365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,365
|
|
|||||
Other 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 income
|
292,136
|
|
|
642,112
|
|
|
17,381
|
|
|
(626,734
|
)
|
|
324,895
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(13,123
|
)
|
|
—
|
|
|
(13,123
|
)
|
|||||
Comprehensive income attributable to AMC Networks' stockholders
|
$
|
292,136
|
|
|
$
|
642,112
|
|
|
$
|
4,258
|
|
|
$
|
(626,734
|
)
|
|
$
|
311,772
|
|
Condensed Consolidating Statement of Comprehensive Income
|
|||||||||||||||||||
Year Ended December 31, 2014
|
|||||||||||||||||||
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non- Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income including noncontrolling interest
|
$
|
260,797
|
|
|
$
|
552,836
|
|
|
$
|
3,225
|
|
|
$
|
(552,433
|
)
|
|
$
|
264,425
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
(81,980
|
)
|
|
(81,980
|
)
|
|
7,222
|
|
|
81,980
|
|
|
(74,758
|
)
|
|||||
Unrealized gain on interest rate swaps
|
4,320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,320
|
|
|||||
Other comprehensive (loss) income, before income taxes
|
(77,660
|
)
|
|
(81,980
|
)
|
|
7,222
|
|
|
81,980
|
|
|
(70,438
|
)
|
|||||
Income tax expense
|
(4,315
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,315
|
)
|
|||||
Other comprehensive (loss) income, net of income taxes
|
(81,975
|
)
|
|
(81,980
|
)
|
|
7,222
|
|
|
81,980
|
|
|
(74,753
|
)
|
|||||
Comprehensive income
|
178,822
|
|
|
470,856
|
|
|
10,447
|
|
|
(470,453
|
)
|
|
189,672
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(1,304
|
)
|
|
—
|
|
|
(1,304
|
)
|
|||||
Comprehensive income attributable to AMC Networks' stockholders
|
$
|
178,822
|
|
|
$
|
470,856
|
|
|
$
|
9,143
|
|
|
$
|
(470,453
|
)
|
|
$
|
188,368
|
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
Year Ended December 31, 2015
|
|||||||||||||||||||
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non- Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
1,050,818
|
|
|
(294,219
|
)
|
|
312,469
|
|
|
(699,029
|
)
|
|
370,039
|
|
|||||
Cash 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 exercises
|
1,340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,340
|
|
|||||
Excess tax benefits from share-based compensation arrangements
|
4,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,610
|
|
|||||
Principal 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
|
|
|
—
|
|
|
1,322
|
|
|||||
Net cash used in financing activities
|
(82,502
|
)
|
|
6,274
|
|
|
(51,051
|
)
|
|
—
|
|
|
(127,279
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents from operations
|
77,681
|
|
|
137,785
|
|
|
(16,275
|
)
|
|
(73,201
|
)
|
|
125,990
|
|
|||||
Effect 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 year
|
1,581
|
|
|
83,676
|
|
|
116,110
|
|
|
—
|
|
|
201,367
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
434
|
|
|
$
|
148,260
|
|
|
$
|
167,627
|
|
|
$
|
—
|
|
|
$
|
316,321
|
|
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
Year Ended December 31, 2014
|
|||||||||||||||||||
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non- Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
281,275
|
|
|
586,220
|
|
|
(116,690
|
)
|
|
(375,043
|
)
|
|
375,762
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(1,418
|
)
|
|
(27,230
|
)
|
|
(11,091
|
)
|
|
—
|
|
|
(39,739
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(1,184,587
|
)
|
|
—
|
|
|
(1,184,587
|
)
|
|||||
Acquisition of investments
|
|
|
|
(5,251
|
)
|
|
(124
|
)
|
|
|
|
|
(5,375
|
)
|
|||||
Increase to investment in affiliates
|
(149,582
|
)
|
|
(143,481
|
)
|
|
|
|
|
293,063
|
|
|
—
|
|
|||||
Proceeds from insurance settlements
|
—
|
|
|
654
|
|
|
—
|
|
|
—
|
|
|
654
|
|
|||||
Proceeds from the sale of an investment
|
—
|
|
|
—
|
|
|
5,837
|
|
|
—
|
|
|
5,837
|
|
|||||
Net cash (used in) provided by investing activities
|
(151,000
|
)
|
|
(175,308
|
)
|
|
(1,189,965
|
)
|
|
293,063
|
|
|
(1,223,210
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the issuance of long-term debt
|
600,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600,000
|
|
|||||
Payments for financing costs
|
(9,266
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,266
|
)
|
|||||
Deemed repurchases of restricted stock
|
(22,192
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,192
|
)
|
|||||
Proceeds from stock option exercises
|
1,103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,103
|
|
|||||
Excess tax benefits from share-based compensation arrangements
|
6,798
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,798
|
|
|||||
Principal payments on capital lease obligations
|
—
|
|
|
(1,910
|
)
|
|
(491
|
)
|
|
—
|
|
|
(2,401
|
)
|
|||||
Long-term intercompany debt
|
(624,099
|
)
|
|
624,099
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash contributions from member
|
—
|
|
|
(1,386,837
|
)
|
|
1,386,837
|
|
|
—
|
|
|
—
|
|
|||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
835
|
|
|
—
|
|
|
835
|
|
|||||
Net cash (used in) provided by financing activities
|
(47,656
|
)
|
|
(764,648
|
)
|
|
1,387,181
|
|
|
—
|
|
|
574,877
|
|
|||||
Net increase (decrease) in cash and cash equivalents from continuing operations
|
82,619
|
|
|
(353,736
|
)
|
|
80,526
|
|
|
(81,980
|
)
|
|
(272,571
|
)
|
|||||
Cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in operating activities
|
—
|
|
|
—
|
|
|
(2,955
|
)
|
|
—
|
|
|
(2,955
|
)
|
|||||
Net decrease in cash and cash equivalents from discontinued operations
|
—
|
|
|
—
|
|
|
(2,955
|
)
|
|
—
|
|
|
(2,955
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
(81,980
|
)
|
|
(81,980
|
)
|
|
36,922
|
|
|
81,980
|
|
|
(45,058
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
942
|
|
|
519,392
|
|
|
1,617
|
|
|
—
|
|
|
521,951
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
1,581
|
|
|
$
|
83,676
|
|
|
$
|
116,110
|
|
|
$
|
—
|
|
|
$
|
201,367
|
|
|
For the three months ended,
|
|
|
||||||||||||||||
2015:
|
March 31,
2015
|
|
June 30,
2015
|
|
September 30, 2015
|
|
December 31, 2015
|
|
2015
|
||||||||||
Revenues, net
|
$
|
668,682
|
|
|
$
|
601,138
|
|
|
$
|
632,165
|
|
|
$
|
678,950
|
|
|
$
|
2,580,935
|
|
Operating expenses
|
(437,935
|
)
|
|
(442,304
|
)
|
|
(472,897
|
)
|
|
(518,606
|
)
|
|
(1,871,742
|
)
|
|||||
Operating income
|
230,747
|
|
|
158,834
|
|
|
159,268
|
|
|
160,344
|
|
|
709,193
|
|
|||||
Net income including noncontrolling interests
|
126,676
|
|
|
87,442
|
|
|
76,900
|
|
|
90,686
|
|
|
381,704
|
|
|||||
Net income attributable to AMC Networks’ stockholders
|
$
|
120,920
|
|
|
$
|
83,009
|
|
|
$
|
72,770
|
|
|
$
|
90,089
|
|
|
$
|
366,788
|
|
Basic net income per share attributable to AMC Networks’ stockholders:
|
|
|
|
|
|
|
|||||||||||||
Income from continuing operations
|
$
|
1.67
|
|
|
$
|
1.15
|
|
|
$
|
1.00
|
|
|
$
|
1.24
|
|
|
$
|
5.06
|
|
Net income
|
$
|
1.67
|
|
|
$
|
1.15
|
|
|
$
|
1.00
|
|
|
1.24
|
|
|
$
|
5.06
|
|
|
Diluted net income per share attributable to AMC Networks’ stockholders:
|
|
|
|
|
|
|
|||||||||||||
Income from continuing operations
|
$
|
1.66
|
|
|
$
|
1.14
|
|
|
$
|
0.99
|
|
|
$
|
1.23
|
|
|
$
|
5.01
|
|
Net income
|
$
|
1.66
|
|
|
$
|
1.14
|
|
|
$
|
0.99
|
|
|
$
|
1.23
|
|
|
$
|
5.01
|
|
|
Balance at
Beginning
of Period
|
|
Provision for (Recovery of) Bad Debt
|
|
Deductions/ Write-Offs and Other Charges, Net
|
|
Balance at
End of Period
|
||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
4,276
|
|
|
$
|
1,705
|
|
|
$
|
(1,674
|
)
|
*
|
$
|
4,307
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
931
|
|
|
$
|
1,195
|
|
|
$
|
2,150
|
|
|
$
|
4,276
|
|
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
1,378
|
|
|
$
|
1,440
|
|
|
$
|
(1,887
|
)
|
*
|
$
|
931
|
|
*
|
Amounts represent primarily the write-off of certain uncollectible trade receivables that had previously been fully reserved.
|
AMC NETWORKS INC.
|
|
By:
|
Name: Joshua Sapan
Title: President and CEO
|
1.
|
Going Private Transaction
. In the event of a “going private transaction,” as defined below, your entitlement to the Award shall be as follows:
|
A.
|
The Committee shall, no later than the effective date of the transaction which results in a going private transaction, deem
the Objectives to be satisfied at the target level and convert your Target Award into an amount of cash equal to (a) the number of your unvested units multiplied by (b) the “offer price per share,” the “acquisition price per share” or the “merger price per share,” each as defined below, whichever of such amounts is applicable.
|
B.
|
Provided that you remain continuously employed with the Company, the Surviving Entity or one of the AMC Subsidiaries, the cash award provided for in Paragraph 1(A) shall become payable to you (or your estate) at the earlier of (a) the date on which your Award would otherwise have vested had it continued in effect, (b) the date of your death or (c) the date on which your employment with the Company, the Surviving Entity or one of the AMC Subsidiaries is terminated (i) by the Company, the Surviving Entity or one of the AMC Subsidiaries other than for Cause or (ii) by you for “good reason,” as defined below. The amount payable in cash shall be payable together with interest from the effective date of the going private transaction until the date of payment at (a) the weighted average cost of capital of the Company immediately prior to the effectiveness of the going private transaction, or (b) if the Company (or the Surviving Entity) sets aside the funds in a trust or other funding arrangement, the actual earnings of such trust or other funding arrangement. Notwithstanding the foregoing, if you become entitled to payment of the Target Award by virtue of a termination in accordance with (c)(i) or (c)(ii) of this Section 1(B) and are determined by the Company to be a “specified employee” within the meaning of Section 409A, the Target Award shall be paid to you on the earliest of: (i) January 1, ____, (ii) the date that is six months from your date of employment termination and (iii) any other date on which such payment or any portion thereof would be a permissible distribution under Section 409A. In the event of such a determination, the Company shall promptly following the date of your employment termination set aside such amount for your benefit in a “rabbi trust” that satisfies the requirements of Revenue Procedure 92-64, and on a monthly basis shall deposit into such trust interest in arrears (compounded quarterly at the rate provided below) until such time as such amount, together with all accrued interest thereon, is paid to you in full pursuant to the previous sentence;
provided
, that no payment will be made to such rabbi trust if it would be contrary to law or cause you to incur additional tax under Section 409A. The initial interest rate shall be the average of the one-year LIBOR fixed rate equivalent for the ten business days prior to the date of your employment termination.
|
2.
|
Change of Control
. Notwithstanding anything to the contrary contained in this Agreement but subject to the subsections of this Section 2, if at any time a Change of Control (as defined below) of the Company occurs and immediately prior to such transaction you are employed by the Company or one of the AMC Subsidiaries, you will be entitled to the payment of the Target Award whether or not the Objectives have been attained.
|
A.
|
If the actual Change of Control:
|
i.
|
is a permissible distribution event under Section 409A or payment of the Award promptly upon such event is otherwise permissible under Section 409A (including, for the avoidance of doubt, by reason of the inapplicability of Section 409A to the Award), then the Target Award shall be paid to you by the Company promptly following the Change of Control; or
|
ii.
|
is not a permissible distribution event under Section 409A and payment of the Award promptly upon such event is not otherwise permissible under Section 409A, then:
|
a.
|
(1) if the Company or the Surviving Entity has shares of common stock (or partnership units) traded on a national stock exchange or on the over-the-counter market as reported on NASDAQ or any other stock exchange, then the Committee shall, no later than the effective date of the Change of Control, either (A) convert your Target Award into an amount of cash equal to the amount calculated as per Paragraph 1(A) above or (B) arrange to have the Surviving Entity grant to you an award of restricted stock units (or partnership units) for shares of the Surviving Entity on the same terms and with a value equivalent to your unvested units which will, in the good faith determination of the Committee, provide you with an equivalent profit potential, or
|
b.
|
any cash award or any substitute restricted stock unit award of the Surviving Entity provided in Paragraph 2(A)(ii)(a) will be fully vested and will be paid to you (or your estate) at the earliest of (a) any subsequent date on which you are no longer employed by the Company, the Surviving Entity or any of the AMC Subsidiaries for any reason other than termination of your employment by one of such entities for Cause (provided that if you are determined by the Company to be a “specified employee” within the meaning of
|
B.
|
Upon any Change of Control, to the extent any amounts are due to be paid to you at a later date pursuant to Section 2(A)(ii) above, the Company shall promptly following the Change of Control set aside such amount for your benefit in a “rabbi trust” that satisfies the requirements of Revenue Procedure 92-64, and on a monthly basis shall deposit into such trust interest in arrears (compounded quarterly at the rate provided below) until such time as such amount, together with all accrued interest thereon, is paid to you in full pursuant to Section 2(A)(ii) above);
provided
, that no payment will be made to such rabbi trust if it would be contrary to law or cause you to incur additional tax under Section 409A. The initial interest rate shall be the average of the one-year LIBOR fixed rate equivalent for the ten business days prior to the date of the Change of Control and shall adjust annually based on the average of such rate for the ten business days prior to each anniversary of the Change of Control.
|
C.
|
If and to the extent that any payment
under this Section 2
is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A and is payable to you by reason of your termination of employment, then such payment shall be made to you only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations.
|
3.
|
As used herein,
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AMC NETWORKS INC.
|
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By:
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Name: Joshua Sapan
Title: President and CEO
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Years Ended December 31,
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||||||||||||||||||
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2015
|
|
2014
|
|
2013
|
|
2012
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|
2011
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||||||||||
Earnings:
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|
|
|
|
|
|
|
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||||||||||
Income from continuing operations before income taxes
|
$
|
582,794
|
|
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$
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397,028
|
|
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$
|
469,001
|
|
|
$
|
222,274
|
|
|
$
|
210,610
|
|
Fixed charges
|
136,748
|
|
|
137,890
|
|
|
121,073
|
|
|
132,716
|
|
|
100,307
|
|
|||||
Total earnings as adjusted
|
$
|
719,542
|
|
|
$
|
534,918
|
|
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$
|
590,074
|
|
|
$
|
354,990
|
|
|
$
|
310,917
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
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||||||||||
Interest Expense (*)
|
$
|
128,135
|
|
|
$
|
130,262
|
|
|
$
|
115,860
|
|
|
$
|
127,778
|
|
|
$
|
95,870
|
|
Portion of rents representative of an interest factor
|
8,613
|
|
|
7,628
|
|
|
5,213
|
|
|
4,938
|
|
|
4,437
|
|
|||||
Total fixed charges
|
$
|
136,748
|
|
|
$
|
137,890
|
|
|
$
|
121,073
|
|
|
$
|
132,716
|
|
|
$
|
100,307
|
|
Ratio of Earnings to Fixed Charges
|
5.3
|
|
|
3.9
|
|
|
4.9
|
|
|
2.7
|
|
|
3.1
|
|
(*)
|
Interest expense includes the amortized premiums, discounts and capitalized expenses related to indebtedness.
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Subsidiary
|
|
Jurisdiction of Formation
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Percent Owned
|
AMC Network Entertainment LLC
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|
New York
|
|
100%
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AMC Networks Broadcasting & Technology
|
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New York
|
|
100%
|
AMC/Sundance Channel Global Networks LLC
|
|
Delaware
|
|
100%
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AMC Networks Central Europe Kft
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Hungary
|
|
100%
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Digital Media Centre B.V.
|
|
Netherlands
|
|
100%
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AMC CMC HoldCo Limited
|
|
United Kingdom
|
|
100%
|
Chello Zone Holdings Limited
|
|
United Kingdom
|
|
100%
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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%
|
Date:
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February 25, 2016
|
|
By:
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/s/ Joshua W. Sapan
|
|
|
|
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Joshua W. Sapan
|
|
|
|
|
President and Chief Executive Officer
|
Date:
|
February 25, 2016
|
|
By:
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/s/ Sean S. Sullivan
|
|
|
|
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Sean S. Sullivan
|
|
|
|
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Executive Vice President and Chief Financial Officer
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Date:
|
February 25, 2016
|
|
By:
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/s/ Joshua W. Sapan
|
|
|
|
|
Joshua W. Sapan
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
February 25, 2016
|
|
By:
|
/s/ Sean S. Sullivan
|
|
|
|
|
Sean S. Sullivan
|
|
|
|
|
Executive Vice President and Chief Financial Officer
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