~~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; and our subscription streaming services, Sundance Now and Shudder. AMCNI – DMC, the broadcast solutions unit of certain networks of AMCNI and third-party networks is included through the date sold, July 12, 2017.

•

National Networks: Includes activities of our five national programming networks, AMC Studios operations and AMC Broadcasting & Technology. Our national programming networks are AMC, WE tv, BBC AMERICA, IFC and SundanceTV in the U.S.; and AMC and IFC in Canada. Our AMC Studios operations produces original programming for our programming networks and also licenses such program rights worldwide. AMC Networks Broadcasting & Technology is our technical services business, which primarily services most of the national programming networks.

•

International and Other: Principally includes AMC Networks International (AMCNI), the Company's international programming businesses consisting of a portfolio of channels around the world; IFC Films, the Company's independent film distribution business; Levity Entertainment Group LLC ("Levity"), acquired April 20, 2018, our production services and comedy venues company; RLJ Entertainment Inc. ("RLJE"), acquired October 1, 2018, a content distribution company that also includes the subscription streaming services Acorn TV and Urban Movie Channel ("UMC") and our subscription streaming services, Sundance Now and Shudder.

Basis of Presentation

Principles of Consolidation

~~These unaudited condensed~~The consolidated financial statements include the accounts of AMC Networks and its ~~majority owned~~subsidiaries in which a controlling voting interest is maintained or ~~controlled subsidiaries.~~variable interest entities ("VIEs") in which the Company has determined it is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.

Investments in business entities in which the Company lacks control but does have the ability to exercise significant influence over operating and financial policies are accounted for using the equity method of accounting.

Unaudited Interim Financial Statements

These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the Company's consolidated financial statements and notes thereto for the year ended December 31, ~~2017~~2018 contained in the Company's Annual Report on Form 10-K ("~~2017~~2018 Form 10-K") filed with the SEC. The condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented.

The results of operations for interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, ~~2018~~2019.

Program Rights

The Company periodically reviews the programming usefulness of its licensed and owned original program rights based on a series of factors, including expected future revenue generation from airings on the Company's networks and other exploitation opportunities, ratings, type and quality of program material, standards and practices, and fitness for exhibition through various forms of distribution. If it is determined that film or other program rights have limited, or no, future programming usefulness, a write-off of the unamortized cost is included in technical and operating expense. Program rights write-offs were ~~$5.2~~$3.3 million and ~~$0.4~~$5.2 million for the three months ended March 31, ~~2018~~2019 and March 31, ~~2017,~~2018, respectively.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates and judgments inherent in the preparation of the consolidated financial statements include ~~derivative assets and liabilities, certain stock compensation awards,~~ the useful lives and methodologies used to amortize and assess recoverability of program rights, the estimated useful lives of intangible assets and the valuation and recoverability of goodwill and intangible ~~assets and income tax assets and liabilities.~~

~~Financial Assets and Liabilities~~

~~The Company adopted Accounting Standards Update ("ASU") No. 2016-01~~ ~~Financial Instruments-Recognition and Measurement of Financial Assets and Financial Liabilities~~ ~~on January 1, 2018, which requires that investments in equity securities~~assets.

AMC NETWORKS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

(excluding equity method investments) be measured at fair value with changes in fair value recognized in net earnings. Under prior accounting guidance, changes in fair value of available-for-sale equity securities were recorded in other comprehensive income. The adoption did not have a significant impact to these condensed consolidated financial statements.

Adoption of New ~~Revenue Recognition~~Lease Standard

The Company adopted ASU No. ~~2014-09,~~ ~~Revenue from Contracts with Customers~~2016-02, Leases (Topic ~~606)~~842) on January 1, ~~2018,~~2019, using the modified retrospective ~~method for all contracts not completed as~~approach and effective date method. In addition, the Company elected the package of practical expedients, permitted under the ~~date of adoption. The reported results as of and for the three-month period ended March 31, 2018 reflect the application of~~transition guidance within the new standard, ~~while~~which among other things, allowed for the ~~reported results for 2017 have not been adjusted to reflect~~carry forward of the ~~new standard and were prepared under prior revenue recognition accounting guidance.~~

historical classification of leases. The adoption of the new standard ~~did not result~~resulted in ~~significant changes in the way the Company records distribution and advertising revenues. However, as a result~~additional net lease assets of ~~applying the new standard, there are certain components~~$180.0 million (which is net of the ~~Company’s distribution revenues where the new standard generally results in earlier recognition~~historical deferred rent liability balance of ~~revenue compared to its historical policies due to: (i) the requirement to estimate~~$57.0 million) and ~~recognize variable consideration prior to such amounts becoming fixed and determinable, (ii) recognition~~lease liabilities of royalties in the period of usage, and (iii) recognition of certain arrangements with minimum guarantees on a time-based (straight-line) basis. See Note 2 for more information. As a result of adopting Topic 606, the Company recorded an increase to opening retained earnings of approximately $12.8$237.0 million, ~~net of tax,~~respectively, as of January 1, ~~2018.~~

2019. The ~~following table provides changes to the opening balances of current assets, total assets, current liabilities and total liabilities resulting from the adoption of the~~ new ~~guidance.~~

(In thousands) December 31,
2017 Impact of
Adoption January 1,
2018
Current assets $ 1,879,850
$ 3,658
$ 1,883,508
Total assets 5,032,985
19,899
5,052,884
Current liabilities 744,102
835
744,937
Total liabilities 4,650,436
7,115
4,657,551

~~The amount by which each financial statement line item has been affected in the current reporting period by the application of Topic 606 compared to historical policies is~~standard did not ~~material, therefore, comparative disclosures have been omitted.~~materially impact our consolidated net income or cash flows. See Note 10 for further discussion regarding leases.

Recently Issued Accounting Pronouncements

In ~~February 2016,~~August 2018, the Financial Accounting Standards Board ("FASB") issued ASU No. ~~2016-02,~~ ~~Leases~~2018-13, Fair Value Measurement (Topic ~~842)~~820). ASU ~~2016-02 requires lessees to record most of their leases on~~2018-13 changes the ~~balance sheet, which will be recognized as a right-of-use asset~~disclosure requirements for fair value measurements and a lease liability. The Company will be required to classify each separate lease component as an operating or finance lease at the lease commencement date. Initial measurement of the right-of-use asset and lease liability is the same for operating and finance leases, however expense recognition and amortization of the right-of-use asset differs. Operating leases will reflect lease expense on a straight-line basis similar to current operating leases. The straight-line expense will reflect the interest expense on the lease liability (effective interest method) and amortization of the right-of-use asset, which will be presented as a single line item in the operating expense section of the income statement. Finance leases will reflect a front-loaded expense pattern similar to the pattern for current capital leases. ASU 2016-02 is effective for the first quarter of 2020, with early adoption permitted. ASU 2018-13 changes disclosure requirements related to transfers between Level I and II assets, as well as several aspects surrounding the valuation process and unrealized gains and losses related to Level III assets. The Company is currently evaluating the impact the adoption of the modified disclosure requirements will have on its consolidated financial statements.

In March 2019, the FASB issued ASU No. 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials. ASU 2019-02 aligns the accounting for production costs of episodic television series with the accounting for production costs of films. It also requires an entity to test a film or license agreement within the scope of Subtopic 920-350 for impairment at the film group level, when the film or license agreement is predominantly monetized with other films and/or license agreements. The changes in this standard are effective for the first quarter of 2020, with early adoption permitted. The Company is currently ~~determining its implementation approach and assessing~~evaluating the impact the adoption of the prospective disclosure requirements will have on its consolidated financial statements.

Note 2. Revenue Recognition

Revenue is recognized when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer ("transaction price"). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. Amounts collected on behalf of others (including taxes), where the Company is an agent, are excluded from revenue.

~~AMC NETWORKS INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(unaudited)~~

When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying a practical expedient in the new standard, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less.

Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price considering available information such as market conditions and internal pricing guidelines related to the performance obligations.

Contracts may be modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new or changes existing enforceable rights and obligations. The effect of a contract modification on the transaction price and measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis.

The Company primarily earns revenue from the distribution of its programming services, including licensing of its programming and other content, and advertising. The Company’s revenue recognition policies that summarize the nature, amount, timing and uncertainty associated with each major source of revenue from contracts with customers is described below.

~~Distribution~~

The majority of the Company’s distribution revenues relate to sales-based and usage-based royalties which are recognized the later of (i) when the subsequent sale or usage occurs and (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied. Occasionally, the Company incurs costs to obtain a distribution contract and these costs are amortized over the period of the related distribution contract as a reduction of revenue.

Subscription fee revenue: Subscription fees are earned from cable and other multichannel video programming distribution platforms, including direct broadcast satellite ("DBS"), platforms operated by telecommunications providers and virtual multichannel video programming distributors (collectively "distributors"), for the rights to use the Company's network programming under multi-year contracts, commonly referred to as "affiliation agreements." The Company's performance obligations under affiliation agreements are satisfied as the Company provides its programming over the term of the agreement. The transaction price is represented by subscription fees that are generally based upon (i) contractual rates applied to the number of the distributor's subscribers who receive or can receive our programming ("rate-per-subscriber"), or (ii) fixed contractual monthly fees ("fixed fee").

For rate-per-subscriber agreements, the Company applies the sales-based or usage-based royalty guidance, and accordingly, recognizes revenue in the period of the distributor’s usage, based on the subscription fee earned during the period.

Fixed fee affiliation agreements are generally billed in monthly installments, and such amounts may vary over the term of the contract. In cases where the invoice amount corresponds directly with the value to the affiliate of the performance to-date, the Company recognizes revenue based on the invoiced amount. In cases where changes in fees during the contract term do not correspond directly to the value of the performance to-date (for example, if the fees vary over the contract term due to a significant financing or credit risk component), the Company recognizes the total amount of fixed transaction price over the contract period using a time-based (e.g., straight-line) measure of progress.

Certain of the Company’s fixed fee affiliation agreements contain guaranteed minimum fees that are recoupable during the term of the agreement, and variable fees based on rates-per-subscriber after the guaranteed minimum is recouped. The Company recognizes revenue for the fixed consideration over the minimum guarantee period and recognizes variable fees only when cumulative consideration exceeds the minimum guarantee.

~~Subscription revenue from the Company's direct-to-consumer subscription streaming services is recognized as the streaming service is provided to customers.~~

Content licensing revenue: The Company licenses its original programming content to certain distributors under subscription video on-demand ("SVOD"), pay-per-view ("PPV") and electronic sell-through ("EST") arrangements. Under these arrangements, our performance obligation is to provide the distributor the right to use our programming as it exists at a point in time.

For SVOD arrangements, the Company adjusts the transaction price for the time value of money in cases where license fees are paid over several years. SVOD licensing revenue is recognized at the later of the beginning of the license period, or when we provide the programming to the distributor. The Company recognizes a contract asset for the difference between the revenue recognized and the amount we are permitted to invoice.

~~AMC NETWORKS INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(unaudited)~~

For PPV and EST license fee arrangements, the Company applies the sales-based or usage-based royalty guidance and recognizes revenue in the period of end-customer purchases, based on the fees earned during the period.

The Company also licenses trademarks, logos, brands, derivative character copyrights, etc. under multi-year arrangements. Under these arrangements, the Company may receive a non-refundable minimum guarantee that is recoupable against a volume-based royalty throughout the term of the agreement. The Company adjusts the transaction price for the time value of money in cases where license fees are paid over several years. The Company recognizes revenue for the minimum guarantee on a straight-line basis over the term of the agreement, and recognizes variable fees only when cumulative consideration exceeds the minimum guarantee.

The Company’s payment terms vary by the type and location of customer. Generally, payment terms are 30-45 days after revenue is earned. In certain limited circumstances, agreements with customers have payment terms in excess of one-year after satisfaction of the performance obligation.

~~Advertising~~

The Company generates revenues from the sale of advertising time on its networks. In such arrangements, the Company generally promises to air a certain number of commercials (spots) and to generate guaranteed viewer ratings for an audience demographic (impressions) over a period that generally does not exceed one year. The promise to deliver impressions by airing spots represents the Company’s performance obligation. Advertising revenues are recognized, net of agency commissions, as commercials are aired, to the extent that guaranteed viewer ratings are achieved. A contract liability is recognized to the extent the guaranteed viewer ratings are not met, and is subsequently recognized as revenue either when the Company provides the required additional advertising or the guarantee obligation contractually expires, which is generally within one year. Generally, payment terms are 30 days after revenue is earned.

Transaction Price Allocated to Future Performance Obligations

The new standard requires disclosure of the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of March 31, 2018. However, the guidance does not apply to sales-based or usage-based royalty arrangements and also provides certain practical expedients that allow companies to omit this disclosure requirement for (i) contracts with an original expected length of one year or less, (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed and (iii) variable consideration related to a wholly unsatisfied performance obligation.

As of March 31, ~~2018,~~2019, other than contracts for which the Company has applied the practical expedients, the aggregate amount of transaction price allocated to remaining performance obligations was not material to our consolidated revenues.

Contract Balances from Contracts with Customers

The ~~timing of revenue recognition, billings and cash collections results in billed~~following table provides information about receivables, contract assets, and contract liabilities ~~on the Consolidated Balance Sheet.~~

~~For certain types of~~from contracts with ~~customers,~~customers.



(In thousands)	March 31, 2019		December 31, 2018
Balances from contracts with customers:
Accounts receivable (including long-term, included in Other assets)	$	1,029,236	$	1,018,105
Contract assets, short-term (included in Other current assets)	14,616		9,131
Contract assets, long-term (included in Other assets)	8,696		8,136
Contract liabilities (Deferred revenue)	51,261		55,424

Revenue recognized for the ~~Company may recognize revenue in advance of the contractual right~~three months ended March 31, 2019 relating to ~~invoice the customer, resulting in an amount recorded to contract assets. Once the Company has an unconditional right to consideration under a contract,~~ the contract ~~assets are reclassified to account receivables.~~liability at December 31, 2018 was $7.1 million.

When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue when, or as, control of the products or services is transferred to the customer and all revenue recognition criteria have been met. The primary source of the Company’s contract liabilities relates to advertising sales arrangements and content licensing arrangements. As noted above, the Company’s programming networks generally guarantee viewer ratings for its programming. If these guaranteed viewer ratings are not met, the Company is required to provide additional advertising units to the advertiser. For these types of arrangements, a portion of the related revenue is deferred if the guaranteed ratings are not met, representing a contract liability, and is subsequently recognized either when the Company provides the required additional advertising time or the guarantee obligation contractually expires. In certain content licensing arrangements, payment may be received in advance of a distributor's ability to exhibit a program. Such payments are recorded as a contract liability and subsequently recognized when the program becomes available for exhibition.

AMC NETWORKS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

~~The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers.~~

(In thousands) March 31, 2018
December 31, 2017^(a)
Balances from contracts with customers:
     Accounts receivable (including long-term, included in Other assets) $ 981,266
$ 926,089
     Contract assets, short-term (included in Other current assets) 1,891
—
     Contract assets, long-term (included in Other assets) 14,646
—
    Contract liabilities (Deferred revenue) 51,916
46,433


~~(a)~~	~~As noted above, prior period amounts have not been adjusted under the modified retrospective method.~~

~~Revenue recognized for the three months ended March 31, 2018 relating to the contract liability at December 31, 2017 was $12.2 million~~.

Note 3. Net Income per Share

The following is a reconciliation between basic and diluted weighted average shares outstanding:



(In thousands)	Three Months Ended March 31,
(In thousands)	2019	2018
Basic weighted average common shares outstanding	56,588	60,967
Effect of dilution:
Stock options	33	—
Restricted stock units	1,104	752
Diluted weighted average common shares outstanding	57,725	61,719

(In thousands) Three Months Ended March 31,
2018 2017
Basic weighted average common shares outstanding 60,967
68,020
Effect of dilution:
Restricted stock units 752
744
Diluted weighted average common shares outstanding 61,719
68,764

~~For the three months ended March 31, 2018, there were 388,000 stock options~~Approximately 1.5 million and ~~170,000~~0.2 million restricted stock units ~~that would have been anti-dilutive to the diluted weighted average common shares outstanding. Approximately 195,000 and 175,000 restricted stock units for the~~ ~~three~~ ~~months ended~~outstanding as of March 31, ~~2018~~2019 and March 31, ~~2017~~2018, respectively, have been excluded from diluted weighted average common shares outstanding since a performance condition for these awards was not met in each of the respective periods. ~~The Company did not include performance~~For the three months ended March 31, 2018, there were 0.4 million stock options and 0.2 million restricted stock units inthat would have been anti-dilutive to the ~~calculation of~~ diluted ~~EPS, since the performance conditions for these awards were not met.~~weighted average common shares outstanding.

Stock Repurchase Program

~~On March 7, 2016, the Company announced that its~~The Company's Board of Directors has authorized a program to repurchase up to ~~$500 million~~$1.5 billion of its outstanding shares of common stock (the ~~"2016 Stock~~"Stock Repurchase Program"). ~~On June 6, 2017, the Board of Directors approved an increase of $500 million in the amount authorized for a total of $1.0 billion authorized under the 2016 Stock Repurchase Program.~~ The ~~2016~~ Stock Repurchase Program has no pre-established closing date and may be suspended or discontinued at any time. For the three months ended March 31, ~~2018,~~2019, the Company repurchased ~~1.6 million~~18 thousand shares of its Class A ~~common stock~~Common Stock at an average purchase price of approximately ~~$50.77~~$53.82 per share. As of March 31, ~~2018,~~2019, the Company has ~~$258.9~~$558.4 million available for repurchase under the ~~2016~~ Stock Repurchase Program.

Note 4. ~~Investments~~Restructuring

During 2018, management commenced a restructuring initiative designed to reduce the cost structure of the Company. The restructuring was intended to improve organizational design of the Company through the elimination of certain roles, a reduction in the grade of certain roles, an increase in the span of responsibilities of certain senior managers, and the realignment of certain senior leaders to new or additional responsibilities.

Restructuring expense of $2.6 million for the three months ended March 31, 2019 primarily related to charges incurred at AMCNI for costs associated with the termination of distribution in certain territories.

The ~~Company holds several investments~~following table summarizes the accrued restructuring costs:



(In thousands)	Severance and employee-related costs			Other exit costs			Total
Balance at December 31, 2018	$	33,774		$	1,415		$	35,189
Charges	1,075			1,567			2,642
Cash payments	(17,089		)	(333		)	(17,422		)
Non-cash adjustments	(737		)	(2,577		)	(3,314		)
Currency translation	45			36			81
Balance at March 31, 2019	$	17,068		$	108		$	17,176

Accrued restructuring costs of $11.7 million are included in accrued liabilities and ~~loans~~$5.4 million are included in ~~non-consolidated entities. Equity method investments were $81.4 million~~other liabilities (long-term) in the consolidated balance sheet at March 31, 2018 and $61.3 million at December 31, 2017. Cost method investments were $71.8 million at March 31, 2018 and $46.8 million at December 31, 2017. Equity and cost method investments are included in Other assets in the condensed consolidated balance sheet.2019.

~~RLJE~~

~~On January 5,~~Note 5. Business Combinations

RLJ Entertainment

In October 2018, ~~a subsidiary of~~ the Company ~~entered into~~acquired a ~~Stock Purchase Agreement (the "Stock Purchase Agreement") with JH Partners Evergreen Fund, L.P., Forrestal, LLC, JH Investment Partners III, L.P.,~~controlling interest in RLJE, a premium subscription streaming services company that operates Acorn TV and JH Investment Partners GP Fund III, LLC (collectively, "JH Partners"). Under the terms of the Stock Purchase Agreement, the Company purchased (i) 678,095 shares of common stock of RLJ Entertainment, Inc., ("RLJE"), (ii) 747,945 warrants to purchase shares of common stock of RLJE with an adjusted exercise price of $1.50 per share issued,UMC. Acorn TV features high-quality British and ~~(iii) 7,479.432 shares of Series D-1 preferred stock of RLJE. The total purchase price was $17.2 million.~~International mysteries and dramas. UMC showcases quality urban programming including feature films, documentaries, original series, stand-up comedy and other exclusive content

AMC NETWORKS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

for African-American and urban audiences. In addition, RLJE owns a majority interest in Agatha Christie Ltd., a popular world-class franchise.

RLJE also controls, co-produces, and either owns or has long-term distribution rights to a large library of content primarily consisting of British mysteries and dramas, independent feature films and urban content. In addition to supporting its streaming services, the company monetizes its library through distribution operations across virtually all available media platforms and is distributed in the United States, Canada, U.K. and Australia.

The Company accounted for the acquisition of RLJE using the acquisition method of accounting. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at their estimated respective fair values as of the closing date of the acquisition. Goodwill recognized in connection with this transaction represents primarily the potential economic benefits that the Company believes may arise from the acquisition. The goodwill associated with the RLJE acquisition is generally not deductible for tax purposes.

The acquisition accounting for RLJE as reflected in these consolidated financial statements is preliminary and based on current estimates and currently available information, and is subject to revision based on final determinations of fair value and final allocations of purchase price to the identifiable assets and liabilities acquired. The primary estimated fair values that are not yet finalized relate to the valuation of intangible assets, other assets, current and noncurrent liabilities, and redeemable noncontrolling interests.

The following table summarizes the preliminary valuation of the tangible and identifiable intangible assets acquired and liabilities assumed as of October 1, 2018, the date the Company obtained a controlling interest (in thousands).



Fair value of equity consideration transferred	$	41,513
Fair value of previously held equity interest	130,890
Fair value of redeemable noncontrolling interest	103,359
	$	275,762
Allocation to net assets acquired:
Cash	3,360
Accounts receivable	16,316
Prepaid expenses and other current assets	963
Programming rights	69,775
Property and equipment	2,841
Other assets (equity method investments)	36,700
Intangible assets	126,600
Accounts payable	(12,008		)
Accrued liabilities	(41,501		)
Debt	(25,187		)
	177,859
Goodwill	97,903
	$	275,762

Levity Entertainment Group LLC

On ~~February 26,~~April 20, 2018, the Company ~~delivered~~acquired a ~~letter to RLJE pursuant to which the Company proposed to acquire all of the outstanding shares of RLJE not currently owned by the Company or entities affiliated with Robert L. Johnson~~57% controlling interest in Levity, a production services and comedy venues company, for a total purchase price of ~~$4.25 per share~~$48.4 million. The purchase price consisted of a $35.0 million payment for the outstanding Class B Common Units of Levity and the acquisition of Series L Preferred Units for $13.4 million. The Company has entered into arrangements with the noncontrolling members related to the governance of Levity following the acquisition. The Company views this acquisition as complementary to its business and programming content strategy.

The Company accounted for the acquisition of Levity using the acquisition method of accounting. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed in ~~cash. Through~~a business combination be measured at their estimated respective fair values as of the closing date of the acquisition. Goodwill recognized in connection with this ~~offer,~~transaction represents primarily the potential economic benefits that the Company ~~intends~~believes may arise from the acquisition. The goodwill associated with the Levity acquisition is generally deductible for ~~RLJE to become a majority-owned subsidiary~~tax purposes.

AMC NETWORKS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

The following table summarizes the valuation of the ~~Company, with a minority stake held by Mr. Johnson.~~ tangible and identifiable intangible assets acquired and liabilities assumed (in thousands).



Cash paid for controlling interest	$	48,350
Redeemable noncontrolling interest	30,573
	$	78,923
Allocation to net assets acquired:
Cash	13,471
Other current assets	17,251
Property and equipment	20,663
Intangible assets	46,413
Other noncurrent assets	3,306
Current liabilities	(23,647		)
Noncurrent liabilities	(21,394		)
Noncontrolling interests acquired	(1,354		)
Fair value of net assets acquired	54,709
Goodwill	24,214
	$	78,923

Unaudited Pro forma financial information

The ~~board~~following unaudited pro forma financial information is based on (i) the historical financial statements of ~~directors~~AMC Networks, (ii) the historical financial statements of RLJE and (iii) the historical financial statements of Levity and is intended to provide information about how the acquisitions may have affected the Company's historical consolidated financial statements if they had occurred as of January 1, 2018. The unaudited pro forma information has ~~formed~~been prepared for comparative purposes only and includes adjustments for estimated additional depreciation and amortization expense as a ~~special committee~~result of ~~independent directors~~tangible and identifiable intangible assets acquired. The pro forma information is not necessarily indicative of the results of operations that would have been achieved had the acquisition taken place on the date indicated or that may result in the future.



(In thousands, except per share data)	Pro Forma Financial Information For the Three Months Ended March 31, 2018
(In thousands, except per share data)
Revenues, net	$	799,137
Income from operations before income taxes	$	148,210
Net income per share, basic	$	2.43
Net income per share, diluted	$	2.40

Note 6. Investments

The Company holds several investments and loans in non-consolidated entities which are included in Other assets in the condensed consolidated balance sheet. Equity method investments were $85.8 million at March 31, 2019 and $90.9 million at December 31, 2018.

Marketable Equity Securities

The Company classifies publicly traded investments with readily determinable fair values that are not accounted for under the equity method as marketable equity securities. Marketable equity securities are recorded at cost and adjusted to ~~consider~~fair value at each reporting period. The changes in fair value between measurement dates are recorded in realized and unrealized gains (losses) on equity securities, included in Miscellaneous, net in the ~~proposal. There can~~condensed consolidated statement of income. Investments in marketable equity securities were $1.4 million at March 31, 2019 and $1.2 million at December 31, 2018.

Non-marketable Equity Securities

The Company classifies investments without readily determinable fair values that are not accounted for under the equity method as non-marketable equity securities. The accounting guidance requires non-marketable equity securities to be ~~no assurance that~~recorded at

AMC NETWORKS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

cost and adjusted to fair value at each reporting period. However, the ~~proposal made by~~guidance allows for a measurement alternative, which is to record the investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. The Company applies this measurement alternative to its non-marketable equity securities. When an observable event occurs, the Company ~~to RLJE will result~~estimates the fair values of its non-marketable equity securities based on Level 2 inputs that are derived from observable price changes of similar securities adjusted for insignificant differences in ~~a transaction or~~rights and obligations. The changes in value are recorded in realized and unrealized gains (losses) on equity securities, included in Miscellaneous, net in the ~~terms upon which any transaction may occur.~~condensed consolidated statement of income.

~~Other~~ Investments in non-marketable equity securities were $61.8 million at March 31, 2019 and $71.8 million at December 31, 2018.

OnFor the three months ended March ~~5, 2018,~~31, 2019, the Company ~~made an investment~~recognized impairment charges of $17.7 million related to the partial write-down of certain non-marketable equity securities and a note receivable, included in ~~fuboTV Inc.~~Miscellaneous, net in the condensed consolidated statement of ~~$25.0 million, which is accounted for as a cost method investment.~~income.

Note 5.7. Goodwill and Other Intangible Assets

The carrying amount of goodwill, by operating segment is as follows:



(In thousands)	National Networks			International and Other			Total
December 31, 2018	$	238,431		$	559,606		$	798,037
Puchase accounting adjustments	—			(1,748		)	(1,748		)
Amortization of "second component" goodwill	(332		)	—			(332		)
Foreign currency translation	—			1,836			1,836
March 31, 2019	$	238,099		$	559,694		$	797,793

(In thousands) National Networks
International
and Other
Total
December 31, 2017 $ 239,759
$ 455,399
$ 695,158
Amortization of "second component" goodwill (328 ) —
(328 )
Foreign currency translation —
12,824
12,824
March 31, 2018 $ 239,431
$ 468,223
$ 707,654
Purchase accounting adjustments relate to the acquisition of RLJE (see Note 5).

The reduction of $0.3 million in the carrying amount of goodwill for the National Networks is due to the realization of a tax benefit for the amortization of "second component" goodwill at SundanceTV. Second component goodwill is the amount of tax deductible goodwill in excess of goodwill for financial reporting purposes. In accordance with the authoritative guidance at the time of the SundanceTV acquisition, the tax benefits associated with this excess are applied to first reduce the amount of goodwill, and then other intangible assets for financial reporting purposes, if and when such tax benefits are realized in the Company's tax returns.

AMC NETWORKS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(unaudited)

The following tables summarize information relating to the Company's identifiable intangible assets:



(In thousands)	March 31, 2019
(In thousands)	Gross		Accumulated Amortization			Net		Estimated Useful Lives
Amortizable intangible assets:
Affiliate and customer relationships	$	615,628	$	(205,195	)	$	410,433	6 to 25 years
Advertiser relationships	46,282		(18,665		)	27,617		11 years
Trade names	124,453		(19,756		)	104,697		3 to 20 years
Other amortizable intangible assets	13,428		(6,548		)	6,880		5 to 15 years
Total amortizable intangible assets	799,791		(250,164		)	549,627
Indefinite-lived intangible assets:
Trademarks	19,900		—			19,900
Total intangible assets	$	819,691	$	(250,164	)	$	569,527
(In thousands)	December 31, 2018
(In thousands)	Gross		Accumulated Amortization			Net
Amortizable intangible assets:
Affiliate and customer relationships	$	620,771	$	(198,500	)	$	422,271
Advertiser relationships	46,282		(17,613		)	28,669
Trade names	118,772		(17,971		)	100,801
Other amortizable intangible assets	13,643		(6,377		)	7,266
Total amortizable intangible assets	799,468		(240,461		)	559,007
Indefinite-lived intangible assets:
Trademarks	19,900		—			19,900
Total intangible assets	$	819,368	$	(240,461	)	$	578,907

(In thousands) March 31, 2018
Gross
Accumulated
Amortization
Net Estimated Useful Lives
Amortizable intangible assets:
Affiliate and customer relationships $ 532,555
$ (177,019 ) $ 355,536
6 to 25 years
Advertiser relationships 46,282
(14,457 ) 31,825
11 years
Trade names 55,201
(15,422 ) 39,779
20 years
Other amortizable intangible assets 11,704
(6,349 ) 5,355
2 to 15 years
Total amortizable intangible assets 645,742
(213,247 ) 432,495

Indefinite-lived intangible assets:
Trademarks 19,900
—
19,900

Total intangible assets $ 665,642
$ (213,247 ) $ 452,395

(In thousands) December 31, 2017
Gross
Accumulated
Amortization
Net
Amortizable intangible assets:
Affiliate and customer relationships $ 527,713
$ (167,911 ) $ 359,802

Advertiser relationships 46,282
(13,405 ) 32,877

Trade names 53,761
(14,420 ) 39,341

Other amortizable intangible assets 11,401
(6,079 ) 5,322

Total amortizable intangible assets 639,157
(201,815 ) 437,342

Indefinite-lived intangible assets:
Trademarks 19,900
—
19,900

Total intangible assets $ 659,057
$ (201,815 ) $ 457,242

Aggregate amortization expense for amortizable intangible assets for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 was ~~$9.3~~$10.3 million and ~~$9.1~~$9.3 million, respectively. Estimated aggregate amortization expense for intangible assets subject to amortization for each of the following five years is:



(In thousands)
Years Ending December 31,
2019	$	44,784
2020	47,216
2021	46,422
2022	46,159
2023	46,076

(In thousands)
Years Ending December 31,
2018 $ 36,491
2019 36,488
2020 36,102
2021 36,099
2022 36,087

Note 6.8. Accrued Liabilities

Accrued liabilities consist of the following:



(In thousands)	March 31, 2019		December 31, 2018
Interest	$	40,066	$	30,018
Employee related costs	58,202		100,729
Income taxes payable	41,425		1,527
Other accrued expenses	110,257		132,644
Total accrued liabilities	$	249,950	$	264,918

(In thousands) March 31, 2018 December 31, 2017
Interest $ 40,093
$ 30,262
Employee related costs 55,181
117,850
Income taxes payable 35,025
19,558
Other accrued expenses 105,002
95,406
Total accrued liabilities $ 235,301
$ 263,076



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	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	AMCX	The NASDAQ Stock Market LLC



Large accelerated filer	þ	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

		Emerging growth company	¨



Class A Common Stock par value $0.01 per share	~~45,975,467~~45,326,464
Class B Common Stock par value $0.01 per share	11,484,408



	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets	1
Condensed Consolidated Statements of Income	2
Condensed Consolidated Statements of Comprehensive Income	3
Condensed Consolidated Statements of ~~Cash Flows~~Stockholders' Equity	4
~~Notes to~~ Condensed Consolidated ~~Financial~~ Statements of Cash Flows	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2730
Item 3. Quantitative and Qualitative Disclosures About Market Risk	40
~~Item 4. Controls and Procedures~~	41
~~PART II. OTHER INFORMATION~~
~~Item 1. Legal Proceedings~~	42
Item 4. Controls and Procedures	43
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4244
Item 6. Exhibits	4244
SIGNATURES	4345



þ	Quarterly 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


	March 31, 2018			December 31, 2017			March 31, 2019			December 31, 2018
ASSETS
Current Assets:
Cash and cash equivalents	$	529,200		$	558,783		$	683,682		$	554,886
Accounts receivable, trade (including amounts due from related parties, net, less allowance for doubtful accounts of $9,687 and $9,691)	793,275			775,891
Accounts receivable, trade (less allowance for doubtful accounts of $9,267 and $10,788)							829,704			835,977
Current portion of program rights, net	464,921			453,450			433,862			440,739
Prepaid expenses and other current assets	102,058			91,726			157,972			131,809
Total current assets	1,889,454			1,879,850			2,105,220			1,963,411
Property and equipment, net of accumulated depreciation of $271,443 and $259,919	185,440			183,514
Property and equipment, net of accumulated depreciation of $308,699 and $293,918							251,841			246,262
Program rights, net	1,279,589			1,319,279			1,154,265			1,214,051
Deferred carriage fees, net	27,172			29,924			14,871			16,831
Intangible assets, net	452,395			457,242			569,527			578,907
Goodwill	707,654			695,158			797,793			798,037
Deferred tax asset, net	21,731			20,081			19,927			19,272
Operating lease right-of-use asset							174,563			—
Other assets	549,932			447,937			433,907			441,792
Total assets	$	5,113,367		$	5,032,985		$	5,521,914		$	5,278,563
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	96,816		$	102,197		$	107,392		$	107,066
Accrued liabilities	235,301			263,076			249,950			264,918
Current portion of program rights obligations	326,862			327,549			321,914			343,589
Deferred revenue	51,916			46,433			51,261			55,424
Current portion of capital lease obligations	4,771			4,847
Current portion of long-term debt							30,125			21,334
Current portion of lease obligations							31,341			5,090
Total current liabilities	715,666			744,102			791,983			797,421
Program rights obligations	491,527			534,980			342,173			373,249
Long-term debt	3,101,138			3,099,257			3,080,800			3,088,221
Capital lease obligations	25,233			26,277
Lease obligations							224,684			21,427
Deferred tax liability, net	145,159			109,698			137,567			145,443
Other liabilities	153,167			136,122			160,368			208,036
Total liabilities	4,631,890			4,650,436			4,737,575			4,633,797
Commitments and contingencies
Redeemable noncontrolling interests	220,366			218,604			299,802			299,558
Stockholders' equity:
Class A Common Stock, $0.01 par value, 360,000 shares authorized, 63,139 and 62,721 shares issued and 48,372 and 49,601 shares outstanding, respectively	631			627
Class A Common Stock, $0.01 par value, 360,000 shares authorized, 63,851 and 63,255 shares issued and 45,326 and 44,749 shares outstanding, respectively							634			633
Class B Common Stock, $0.01 par value, 90,000 shares authorized, 11,484 shares issued and outstanding	115			115			115			115
Preferred stock, $0.01 par value, 45,000 shares authorized; none issued	—			—			—			—
Paid-in capital	182,278			191,303			242,322			239,767
Accumulated earnings	936,379			766,725			1,372,339			1,228,942
Treasury stock, at cost (14,767 and 13,120 shares Class A Common Stock, respectively)	(793,078		)	(709,440		)
Treasury stock, at cost (18,525 and 18,507 shares Class A Common Stock, respectively)							(993,574		)	(992,583		)
Accumulated other comprehensive loss	(95,581		)	(114,386		)	(166,446		)	(160,194		)
Total AMC Networks stockholders' equity	230,744			134,944			455,390			316,680
Non-redeemable noncontrolling interests	30,367			29,001			29,147			28,528
Total stockholders' equity	261,111			163,945			484,537			345,208
Total liabilities and stockholders' equity	$	5,113,367		$	5,032,985		$	5,521,914		$	5,278,563



	Class A Common Stock		Class B Common Stock		Paid-in Capital			Accumulated Earnings		Treasury Stock			Accumulated Other Comprehensive Loss			AMC Networks Stockholders’ Equity			Noncontrolling Interests			Total Stockholders' Equity
Balance, December 31, 2018	$	633	$	115	$	239,767		$	1,228,942	$	(992,583	)	$	(160,194	)	$	316,680		$	28,528		$	345,208
Net income attributable to AMC Networks’ stockholders	—		—		—			143,397		—			—			143,397			—			143,397
Net income attributable to non-redeemable noncontrolling interests	—		—		—			—		—			—			—			942			942
Distributions to noncontrolling member	—		—		—			—		—			—			—			(361		)	(361		)
Settlement of treasury stock	—		—		985			—		—			—			985			—			985
Other comprehensive income	—		—		—			—		—			(6,252		)	(6,252		)	38			(6,214		)
Share-based compensation expense	—		—		19,899			—		—			—			19,899			—			19,899
Proceeds from the exercise of stock options	—		—		4,630			—		—			—			4,630			—			4,630
Treasury stock acquired	—		—		—			—		(991		)	—			(991		)	—			(991		)
Restricted stock units converted to shares	1		—		(22,959		)	—		—			—			(22,958		)	—			(22,958		)
Balance, March 31, 2019	$	634	$	115	$	242,322		$	1,372,339	$	(993,574	)	$	(166,446	)	$	455,390		$	29,147		$	484,537



(In thousands)	December 31, 2017		Impact of Adoption		January 1, 2018
Current assets	$	1,879,850	$	3,658	$	1,883,508
Total assets	5,032,985		19,899		5,052,884
Current liabilities	744,102		835		744,937
Total liabilities	4,650,436		7,115		4,657,551



(In thousands)	March 31, 2018		December 31, 2017^(a)
Balances from contracts with customers:
Accounts receivable (including long-term, included in Other assets)	$	981,266	$	926,089
Contract assets, short-term (included in Other current assets)	1,891		—
Contract assets, long-term (included in Other assets)	14,646		—
Contract liabilities (Deferred revenue)	51,916		46,433


(a)	The Company's $500 million revolving credit facility remains undrawn at March 31, ~~2018.~~2019. Total undrawn revolver commitments are available to be drawn for general corporate purposes of the Company.



(In thousands)	Balance Sheet Location	March 31, 2019
Assets
Operating	Operating lease right-of-use asset	$	174,563
Finance	Property and equipment, net	18,502
Total lease assets		$	193,065
Liabilities
Current:
Operating	Current portion of lease obligations	$	26,633
Finance	Current portion of lease obligations	4,708
		$	31,341
Noncurrent:
Operating	Lease obligations	$	204,336
Finance	Lease obligations	20,348
		224,684

Total lease liabilities		$	256,025



(In thousands)	Income Statement Location	March 31, 2019
Operating lease costs	SG&A expenses	$	8,206
Finance lease costs:
Amortization of leased assets	Depreciation and amortization	673
Interest on lease liabilities	Net interest expense	678
Short term lease costs	SG&A expenses	1,590
Variable lease costs	SG&A expenses	308
Total net lease cost		$	11,455



(In thousands)	Operating Leases		Finance Leases		Total
2019	$	27,419	$	5,627	$	33,046
2020	35,909		5,862		41,771
2021	31,248		4,388		35,636
2022	33,309		4,414		37,723
2023	33,766		4,441		38,207
Thereafter	118,885		9,673		128,558
Total lease payments	280,536		34,405		314,941
Less: Interest	49,568		9,348		58,916
Present value of lease liabilities	$	230,968	$	25,057	$	256,025


(In thousands)	March 31, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Senior Secured Credit Facility: ^(a)
Term Loan A Facility	$	750,000		$	750,000		$	750,000		$	750,000
Senior Notes:
4.75% Notes due August 2025	800,000			800,000			800,000			800,000
5.00% Notes due April 2024	1,000,000			1,000,000			1,000,000			1,000,000
4.75% Notes due December 2022	600,000			600,000			600,000			600,000
Other debt							2,000			2,584
Total long-term debt	3,150,000			3,150,000			3,152,000			3,152,584
Unamortized discount	(32,663		)	(33,776		)	(28,010		)	(29,181		)
Unamortized deferred financing costs	(16,199		)	(16,967		)	(13,065		)	(13,848		)
Long-term debt, net	$	3,101,138		$	3,099,257		3,110,925			3,109,555
Current portion of long-term debt							30,125			21,334
Noncurrent portion of long-term debt							$	3,080,800		$	3,088,221



	March 31, 2019
Weighted average remaining lease term (years):
Operating leases	8.31
Finance leases	6.08
Weighted average discount rate:
Operating leases	4.75	%
Finance leases	10.21	%



	March 31, 2019
Operating cash flows from operating leases	$	8,240
Financing cash flows from finance leases	$	1,309



(In thousands)	Level I		Level II		Level III		Total
At March 31, 2019:
Assets
Cash equivalents	$	120,119	$	—	$	—	$	120,119
Marketable securities	1,405		—		—		1,405
Foreign currency derivatives	—		2,957		—		2,957
Liabilities
Interest rate swap contracts	$	—	$	995	$	—	$	995
Foreign currency derivatives	—		$	2,247	$	—	2,247
At December 31, 2018:
Assets
Cash equivalents	$	68,498	$	—	$	—	$	68,498
Marketable securities	1,173		—		—		1,173
Foreign currency derivatives	—		3,509		—		3,509
Liabilities
Interest rate swap contracts	$	—	$	356	$	—	$	356
Foreign currency derivatives	—		$	3,121	$	—	3,121



(In thousands)	Gain or (Loss) on Derivatives Recognized in OCI					Location of Gain or (Loss) in Earnings	Gain or (Loss) Reclassified from Accumulated OCI into Earnings
	Three Months Ended March 31,						Three Months Ended March 31,
	2019			2018			2019		2018
Derivatives in cash flow hedging relationships:
Interest rate swap contracts	$	(651	)	$	—	Interest expense	$	12	$	—


~~(a)~~	There were no gains or losses recognized in earnings related to any ineffective portion of hedging relationships or related to any amount excluded from the assessment of hedge effectiveness for the three months ended March 31, 2018 and 2017.



(In thousands)	Location of Gain or (Loss) Recognized in Earnings on Derivatives	Amount of Gain or (Loss) Recognized in Earnings on Derivatives
		Three Months Ended March 31,
		2019		2018
Interest rate swap contracts	Interest expense	$	—	$	(146	)
Foreign currency derivatives	Miscellaneous, net	457		(293		)
Other derivatives	Miscellaneous, net	—		11,687
Total		$	457	$	11,248



(In thousands)	Three Months Ended March 31, 2019
December 31, 2018	$	299,558
Net earnings	5,819
Distributions	(5,268		)
Other	(307		)
March 31, 2019	$	299,802



(In thousands)	Three Months Ended March 31, 2018
December 31, 2017	$	218,604
Net earnings	3,197
Distributions	(1,435		)
March 31, 2018	$	220,366



(In thousands)	Three Months Ended March 31, 2017
(In thousands)	National Networks		International and Other			Inter-segment eliminations			Consolidated
Revenues, net
Advertising	$	247,542	$	20,070		$	—		$	267,612
Distribution	367,605		86,727			(1,755		)	452,577
Consolidated revenues, net	$	615,147	$	106,797		$	(1,755	)	$	720,189
Operating income (loss)	$	249,607	$	(19,217	)	$	1,281		$	231,671
Share-based compensation expense	9,908		2,556			—			12,464
Restructuring expense	54		2,650			—			2,704
Depreciation and amortization	8,404		15,089			—			23,493
Adjusted operating income	$	267,973	$	1,078		$	1,281		$	270,332
Capital expenditures	$	5,135	$	15,071		$	—		$	20,206



Condensed Consolidating Balance Sheet
March 31, 2019
(In thousands)	Parent Company		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	827	$	477,816	$	205,039	$	—		$	683,682
Accounts receivable, trade (less allowance for doubtful accounts)	19		589,936		239,749		—			829,704
Current portion of program rights, net	—		293,477		140,586		(201		)	433,862
Prepaid expenses, other current assets and intercompany receivable	58		194,921		32,133		(69,140		)	157,972
Total current assets	904		1,556,150		617,507		(69,341		)	2,105,220
Property and equipment, net of accumulated depreciation	—		182,433		69,408		—			251,841
Investment in affiliates	3,844,267		1,637,988		—		(5,482,255		)	—
Program rights, net	—		918,943		236,759		(1,437		)	1,154,265
Long-term intercompany notes receivable	—		—		218		(218		)	—
Deferred carriage fees, net	—		14,055		816		—			14,871
Intangible assets, net	—		158,947		410,580		—			569,527
Goodwill	—		64,950		732,843		—			797,793
Deferred tax asset, net	—		—		19,927		—			19,927
Operating lease right-of-use asset	101,521		20,085		52,957		—			174,563
Other assets	—		171,200		262,707		—			433,907
Total assets	$	3,946,692	$	4,724,751	$	2,403,722	$	(5,553,251	)	$	5,521,914
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	—	$	38,969	$	68,423	$	—		$	107,392
Accrued liabilities and intercompany payable	79,873		116,858		124,069		(70,850		)	249,950
Current portion of program rights obligations	—		243,013		78,901		—			321,914
Deferred revenue	—		28,632		22,629		—			51,261
Current portion of long-term debt	28,125		—		2,000		—			30,125
Current portion of lease obligations	13,505		6,568		11,268		—			31,341
Total current liabilities	121,503		434,040		307,290		(70,850		)	791,983
Program rights obligations	—		323,343		18,830		—			342,173
Long-term debt, net	3,080,800		—		—		—			3,080,800
Lease obligations	125,814		21,833		77,037		—			224,684
Deferred tax liability, net	131,723		—		5,844		—			137,567
Other liabilities and intercompany notes payable	31,463		101,268		27,783		(146		)	160,368
Total liabilities	3,491,303		880,484		436,784		(70,996		)	4,737,575
Commitments and contingencies
Redeemable noncontrolling interests	—		—		299,802		—			299,802
Stockholders' equity:
AMC Networks stockholders' equity	455,389		3,844,267		1,637,989		(5,482,255		)	455,390
Non-redeemable noncontrolling interests	—		—		29,147		—			29,147
Total stockholders' equity	455,389		3,844,267		1,667,136		(5,482,255		)	484,537
Total liabilities and stockholders' equity	$	3,946,692	$	4,724,751	$	2,403,722	$	(5,553,251	)	$	5,521,914

																															Condensed Consolidating Statement of Income
Three Months Ended March 31, 2018
Three Months Ended March 31, 2019																Three Months Ended March 31, 2019
(In thousands)	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated			Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	—		$	574,917		$	170,386		$	(4,480	)	$	740,823		$	—		$	574,230		$	212,760		$	(2,769	)	$	784,221
Operating expenses:
Technical and operating (excluding depreciation and amortization)	—			222,621			98,522			(778		)	320,365			—			220,488			120,718			(1,058		)	340,148
Selling, general and administrative	—			122,059			48,089			(3,699		)	166,449			—			111,581			62,831			(1,900		)	172,512
Depreciation and amortization	—			10,804			9,550			—			20,354			—			12,537			11,519			—			24,056
Impairment charges																—			—			—			—			—
Restructuring expense																—			(283		)	2,925			—			2,642
Total operating expenses	—			355,484			156,161			(4,477		)	507,168			—			344,323			197,993			(2,958		)	539,358
Operating income	—			219,433			14,225			(3		)	233,655			—			229,907			14,767			189			244,863
Other income (expense):
Interest expense, net	(36,907		)	11,897			(8,176		)	—			(33,186		)	(38,929		)	3,183			301			—			(35,445		)
Share of affiliates' income	247,482			17,498			—			(264,980		)	—
Share of affiliates’ income (loss)																224,244			(7,311		)	—			(216,933		)	—
Miscellaneous, net	(206		)	734			16,415			3			16,946			(99		)	709			(13,206		)	(189		)	(12,785		)
Total other income (expense)	210,369			30,129			8,239			(264,977		)	(16,240		)	185,216			(3,419		)	(12,905		)	(217,122		)	(48,230		)
Income from operations before income taxes	210,369			249,562			22,464			(264,980		)	217,415			185,216			226,488			1,862			(216,933		)	196,633
Income tax expense	(53,499		)	(2,080		)	(1,300		)	—			(56,879		)	(41,819		)	(2,244		)	(2,413		)	—			(46,476		)
Net income including noncontrolling interests	156,870			247,482			21,164			(264,980		)	160,536			143,397			224,244			(551		)	(216,933		)	150,157
Net income attributable to noncontrolling interests	—			—			(3,666		)	—			(3,666		)	—			—			(6,760		)	—			(6,760		)
Net income attributable to Parent Company's stockholders	$	156,870		$	247,482		$	17,498		$	(264,980	)	$	156,870
Net income attributable to AMC Networks’ stockholders																$	143,397		$	224,244		$	(7,311	)	$	(216,933	)	$	143,397



Condensed Consolidating Statement of Comprehensive Income
Three Months Ended March 31, 2019
(In thousands)	Parent Company			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income including noncontrolling interests	$	143,397		$	224,244	$	(551	)	$	(216,933	)	$	150,157
Other comprehensive income (loss):
Foreign currency translation adjustment	(5,762		)	—		(5,762		)	5,762			(5,762		)
Unrealized loss on interest rate swaps	(639		)	—		—			—			(639		)
Other comprehensive income, before income taxes	(6,401		)	—		(5,762		)	5,762			(6,401		)
Income tax expense	149			—		—			—			149
Other comprehensive income, net of income taxes	(6,252		)	—		(5,762		)	5,762			(6,252		)
Comprehensive income	137,145			224,244		(6,313		)	(211,171		)	143,905
Comprehensive income attributable to noncontrolling interests	—			—		(6,722		)	—			(6,722		)
Comprehensive income attributable to AMC Networks' stockholders	$	137,145		$	224,244	$	(13,035	)	$	(211,171	)	$	137,183



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 2019
(In thousands)	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	197,776		$	164,138		$	27,703		$	(217,930	)	$	171,687
Cash flows from investing activities:
Capital expenditures	(26		)	(19,868		)	(2,159		)	—			(22,053		)
Return of capital from investees	—			—			3,908			—			3,908
Investment in and loans to investees	—			—			—			—			—
Payments for acquisition of a business, net of cash acquired	—			—			—			—			—
Increase (decrease) to investment in affiliates	(177,117		)	69,120			(75,454		)	183,451			—
Net cash (used in) provided by investing activities	(177,143		)	49,252			(73,705		)	183,451			(18,145		)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt	—			—			2,521			—			2,521
Repayment of long-term debt	—			—			(3,238		)	—			(3,238		)
Deemed repurchases of restricted stock units	(22,959		)	—			—			—			(22,959		)
Purchase of treasury stock	(991		)	—			—			—			(991		)
Proceeds from stock option exercises	4,630			—			—			—			4,630
Principal payments on finance lease obligations	—			(786		)	(523		)	—			(1,309		)
Distributions to noncontrolling interests	—			—			(5,629		)	—			(5,629		)
Net cash used in financing activities	(19,320		)	(786		)	(6,869		)	—			(26,975		)
Net increase (decrease) in cash and cash equivalents from operations	1,313			212,604			(52,871		)	(34,479		)	126,567
Effect of exchange rate changes on cash and cash equivalents	(607		)	(102,939		)	71,296			34,479			2,229
Cash and cash equivalents at beginning of period	121			368,151			186,614			—			554,886
Cash and cash equivalents at end of period	$	827		$	477,816		$	205,039		$	—		$	683,682



Condensed Consolidated Statement of Cash Flows
Three Months Ended March 31, 2017
(In thousands)	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	224,091		$	138,889		$	21,097		$	(239,207	)	$	144,870
Cash flows from investing activities:
Capital expenditures	—			(15,645		)	(4,561		)	—			(20,206		)
Investment in and loans to investees	—			—			(28,000		)	—			(28,000		)
Increase to investment in affiliates	(57,926		)	(36,982		)	—			94,908			—
Net cash used in investing activities	(57,926		)	(52,627		)	(32,561		)	94,908			(48,206		)
Cash flows from financing activities:
Principal payments on long-term debt	(55,500		)	—			—			—			(55,500		)
Deemed repurchases of restricted stock units	(12,796		)	—			—			—			(12,796		)
Purchase of treasury stock	(91,423		)	—			—			—			(91,423		)
Principal payments on capital lease obligations	—			(657		)	(744		)	—			(1,401		)
Distributions to noncontrolling interests	—			—			(11,712		)	—			(11,712		)
Net cash used in financing activities	(159,719		)	(657		)	(12,456		)	—			(172,832		)
Net increase (decrease) in cash and cash equivalents from operations	6,446			85,605			(23,920		)	(144,299		)	(76,168		)
Effect of exchange rate changes on cash and cash equivalents	(6,488		)	(144,299		)	4,915			144,299			(1,573		)
Cash and cash equivalents at beginning of period	565			320,950			159,874			—			481,389
Cash and cash equivalents at end of period	$	523		$	262,256		$	140,869		$	—		$	403,648


Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.


•	the factors described under Item 1A, "Risk Factors" in our 2018 Annual Report on Form 10-K (the "2018 Form 10-K"), as filed with the Securities and Exchange Commission ("SEC").


Item 3.	Quantitative and Qualitative Disclosures About Market Risk.



Period	Total Number of Shares (or Units) Purchased	Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
January 1, 2018 to January 31, 2018	196,265	$	52.89	196,265	$	332,171,914
February 1, 2018 to February 28, 2018	221,520	$	51.40	221,520	$	320,785,352
March 1, 2018 to March 31, 2018	1,229,672	$	50.31	1,229,672	$	258,915,269
Total	1,647,457	$	50.77	1,647,457



10.1	Master Services Agreement, dated February 8, 2019, by and between Rainbow Media Holdings LLC and 605, LLC.

10.2	Employment Agreement, dated March 8, 2019, by and between AMC Networks Inc. and Christian Wymbs.

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.



			AMC Networks Inc.

Date:	May ~~10, 2018~~1, 2019	By:	/s/ Sean S. Sullivan
			Sean S. Sullivan
			Executive Vice President and Chief Financial Officer