EXHIBIT 99.3
 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION




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##### 



Historical
  Distribution of AMC Networks
  Adjustments Relating to AMC Distribution
  2




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##### 



CABLEVISION SYSTEMS CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2011
 Distribution of
    
    
    AdjustmentsAMC
    
    
    Relating to AMCHistorical
    
    
    Networks* (1)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    610,025
    
    
    $
    (84,073
    )
    
    $
    4,600
    (3)
    
    $
    530,552Restricted cash
    
    
    1,188
    
    
    
    (39
    )
    
    
    
    
    
    
    1,149Accounts receivable, trade (less allowance
for doubtful accounts)
    
    
    478,588
    
    
    
    (223,908
    )
    
    
    
    
    
    
    254,680Prepaid expenses and other current assets
    
    
    178,617
    
    
    
    (44,663
    )
    
    
    
    
    
    
    133,954Amounts due from affiliates
    
    
    5,486
    
    
    
    (2,897
    )
    
    
    16,725
    (2)
    
    
    19,314Program rights, net
    
    
    199,660
    
    
    
    (199,660
    )
    
    
    
    
    
    
    Deferred tax asset
    
    
    189,853
    
    
    
    (6,301
    )
    
    
    (94,935)
    (6)
    
    
    88,617Investment securities pledged as collateral
    
    
    197,924
    
    
    
    
    
    
    
    
    
    
    
    197,924Total current assets
    
    
    1,861,341
    
    
    
    (561,541
    )
    
    
    (73,610
    )
    
    
    1,226,190Property, plant and equipment, net of
accumulated depreciation
    
    
    3,326,968
    
    
    
    (65,453
    )
    
    
    
    
    
    
    3,261,515Amounts due from affiliates
    
    
    3,433
    
    
    
    (3,433
    )
    
    
    
    
    
    
    Investment securities pledged as collateral
    
    
    333,003
    
    
    
    
    
    
    
    
    
    
    
    333,003Derivative contracts
    
    
    3,559
    
    
    
    
    
    
    
    
    
    
    
    3,559Other assets
    
    
    58,348
    
    
    
    (14,204
    )
    
    
    
    
    
    
    44,144Program rights, net
    
    
    696,030
    
    
    
    (696,030
    )
    
    
    
    
    
    
    Deferred tax asset
    
    
    127
    
    
    
    (43,123
    )
    
    
    94,578
    (6)
    
    
    51,582Deferred carriage fees, net
    
    
    65,106
    
    
    
    (65,106
    )
    
    
    
    
    
    
    Affiliation, broadcast and other agreements,
net of accumulated amortization
    
    
    327,589
    
    
    
    (327,589
    )
    
    
    
    
    
    
    Other amortizable intangible assets, net of
accumulated amortization
    
    
    294,989
    
    
    
    (17,515
    )
    
    
    
    
    
    
    277,474Indefinite-lived cable television franchises
    
    
    1,240,228
    
    
    
    
    
    
    
    
    
    
    
    1,240,228Other indefinite-lived intangible assets
    
    
    86,795
    
    
    
    (19,900
    )
    
    
    
    
    
    
    66,895Goodwill
    
    
    525,240
    
    
    
    (83,173
    )
    
    
    
    
    
    
    442,067Deferred financing and other costs, net of
accumulated amortization
    
    
    140,152
    
    
    
    (6,387
    )
    
    
    
    
    
    
    133,765$
    8,962,908
    
    
    $
    (1,903,454
    )
    
    $
    20,968
    
    
    $
    7,080,422
 
 *
    
    See Note A of Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheets. 3




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##### 



CABLEVISION SYSTEMS CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
MARCH 31, 2011
 AdjustmentsDistribution of AMC
    
    
    Relating to AMCHistorical
    
    
    Networks*(1)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands)LIABILITIES AND STOCKHOLDERS DEFICIENCYCurrent Liabilities:Accounts payable
    
    $
    523,797
    
    
    $
    (54,009
    )
    
    $
    
    
    
    $
    469,788Accrued liabilities
    
    
    605,233
    
    
    
    (55,708
    )
    
    
    900
    (4)
    
    
    550,425Amounts due to affiliate
    
    
    27,106
    
    
    
    
    
    
    
    22,137
    (2)
    
    
    49,243Deferred revenue
    
    
    80,090
    
    
    
    (15,844
    )
    
    
    
    
    
    
    64,246Program rights obligations
    
    
    127,344
    
    
    
    (127,240
    )
    
    
    
    
    
    
    104Liabilities under derivative contracts
    
    
    46,050
    
    
    
    
    
    
    
    
    
    
    
    46,050Credit facility debt
    
    
    304,659
    
    
    
    (50,000
    )
    
    
    
    
    
    
    254,659Collateralized indebtedness
    
    
    125,410
    
    
    
    
    
    
    
    
    
    
    
    125,410Capital lease obligations
    
    
    5,329
    
    
    
    (3,838
    )
    
    
    
    
    
    
    1,491Senior notes
    
    
    325,796
    
    
    
    
    
    
    
    
    
    
    
    325,796Total current liabilities
    
    
    2,170,814
    
    
    
    (306,639
    )
    
    
    23,037
    
    
    
    1,887,212Deferred revenue
    
    
    10,373
    
    
    
    (93
    )
    
    
    
    
    
    
    10,280Program rights obligations
    
    
    430,401
    
    
    
    (430,401
    )
    
    
    
    
    
    
    Liabilities under derivative contracts
    
    
    173,364
    
    
    
    
    
    
    
    
    
    
    
    173,364Other liabilities
    
    
    300,895
    
    
    
    (88,746
    )
    
    
    58,251
    (4)
    
    
    270,400Credit facility debt
    
    
    6,150,231
    
    
    
    (362,500
    )
    
    
    (1,020,000)
    (5)
    
    
    4,767,731Collateralized indebtedness
    
    
    273,315
    
    
    
    
    
    
    
    
    
    
    
    273,315Capital lease obligations
    
    
    44,738
    
    
    
    (15,360
    )
    
    
    
    
    
    
    29,378Senior notes and debentures
    
    
    5,547,023
    
    
    
    (299,619
    )
    
    
    
    
    
    
    5,247,404Senior subordinated notes
    
    
    324,134
    
    
    
    (324,134
    )
    
    
    
    
    
    
    Total liabilities
    
    
    15,425,288
    
    
    
    (1,827,492
    )
    
    
    (938,712
    )
    
    
    12,659,084Redeemable noncontrolling interests
    
    
    14,330
    
    
    
    
    
    
    
    
    
    
    
    14,330Commitments and contingenciesTotal stockholders deficiency
    
    
    (6,478,554
    )
    
    
    (75,962
    )
    
    
    (5,412)
    (2)
    
    
    (5,594,836
    )965,092
    (7)Noncontrolling interest
    
    
    1,844
    
    
    
    
    
    
    
    
    
    
    
    1,844Total deficiency
    
    
    (6,476,710
    )
    
    
    (75,962
    )
    
    
    959,680
    
    
    
    (5,592,992
    )$
    8,962,908
    
    
    $
    (1,903,454
    )
    
    $
    20,968
    
    
    $
    7,080,422
 
 *
    
    See Note A of Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheets. 4




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##### 



CSC HOLDINGS, LLC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2011
 Distribution of
    
    
    AdjustmentsAMC
    
    
    Relating to AMCHistorical
    
    
    Networks* (1)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    609,174
    
    
    $
    (84,073
    )
    
    $
    4,600
    (3)
    
    $
    529,701Restricted cash
    
    
    1,188
    
    
    
    (39
    )
    
    
    
    
    
    
    1,149Accounts receivable, trade (less allowance
for doubtful accounts)
    
    
    478,588
    
    
    
    (223,908
    )
    
    
    
    
    
    
    254,680Prepaid expenses and other current assets
    
    
    174,166
    
    
    
    (44,663
    )
    
    
    
    
    
    
    129,503Amounts due from affiliates
    
    
    514,294
    
    
    
    (2,897
    )
    
    
    16,725
    (2)
    
    
    528,122Program rights, net
    
    
    199,660
    
    
    
    (199,660
    )
    
    
    
    
    
    
    Deferred tax asset
    
    
    173,880
    
    
    
    (6,301
    )
    
    
    (94,935)
    (6)
    
    
    72,644Investment securities pledged as collateral
    
    
    197,924
    
    
    
    
    
    
    
    
    
    
    
    197,924Total current assets
    
    
    2,348,874
    
    
    
    (561,541
    )
    
    
    (73,610
    )
    
    
    1,713,723Property, plant and equipment, net of
accumulated depreciation
    
    
    3,326,968
    
    
    
    (65,453
    )
    
    
    
    
    
    
    3,261,515Amounts due from affiliates
    
    
    3,433
    
    
    
    (3,433
    )
    
    
    
    
    
    
    Investment securities pledged as collateral
    
    
    333,003
    
    
    
    
    
    
    
    
    
    
    
    333,003Derivative contracts
    
    
    3,559
    
    
    
    
    
    
    
    
    
    
    
    3,559Other assets
    
    
    58,348
    
    
    
    (14,204
    )
    
    
    
    
    
    
    44,144Program rights, net
    
    
    696,030
    
    
    
    (696,030
    )
    
    
    
    
    
    
    Deferred tax asset
    
    
    
    
    
    
    (43,123
    )
    
    
    43,123
    (6)
    
    
    Deferred carriage fees, net
    
    
    65,106
    
    
    
    (65,106
    )
    
    
    
    
    
    
    Affiliation, broadcast and other agreements,
net of accumulated amortization
    
    
    327,589
    
    
    
    (327,589
    )
    
    
    
    
    
    
    Other amortizable intangible assets, net of
accumulated amortization
    
    
    294,989
    
    
    
    (17,515
    )
    
    
    
    
    
    
    277,474Indefinite-lived cable television franchises
    
    
    1,240,228
    
    
    
    
    
    
    
    
    
    
    
    1,240,228Other indefinite-lived intangible assets
    
    
    86,795
    
    
    
    (19,900
    )
    
    
    
    
    
    
    66,895Goodwill
    
    
    525,240
    
    
    
    (83,173
    )
    
    
    
    
    
    
    442,067Deferred financing and other costs, net of
accumulated amortization
    
    
    99,308
    
    
    
    (6,387
    )
    
    
    
    
    
    
    92,921$
    9,409,470
    
    
    $
    (1,903,454
    )
    
    $
    (30,487
    )
    
    $
    7,475,529
 
 *
    
    See Note A of Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheets. 5




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##### 



CSC HOLDINGS, LLC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
MARCH 31, 2011
 AdjustmentsDistribution of AMC
    
    
    Relating to AMCHistorical
    
    
    Networks*(1)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands)LIABILITIES AND STOCKHOLDERS DEFICIENCYCurrent Liabilities:Accounts payable
    
    $
    523,797
    
    
    $
    (54,009
    )
    
    $
    
    
    
    $
    469,788Accrued liabilities
    
    
    550,795
    
    
    
    (55,708
    )
    
    
    900
    (4)
    
    
    495,987Amounts due to affiliate
    
    
    27,000
    
    
    
    
    
    
    
    22,137
    (2)
    
    
    49,137Deferred revenue
    
    
    80,090
    
    
    
    (15,844
    )
    
    
    
    
    
    
    64,246Program rights obligations
    
    
    127,344
    
    
    
    (127,240
    )
    
    
    
    
    
    
    104Liabilities under derivative contracts
    
    
    46,050
    
    
    
    
    
    
    
    
    
    
    
    46,050Credit facility debt
    
    
    304,659
    
    
    
    (50,000
    )
    
    
    
    
    
    
    254,659Collateralized indebtedness
    
    
    125,410
    
    
    
    
    
    
    
    
    
    
    
    125,410Capital lease obligations
    
    
    5,329
    
    
    
    (3,838
    )
    
    
    
    
    
    
    1,491Senior notes
    
    
    325,796
    
    
    
    
    
    
    
    
    
    
    
    325,796Total current liabilities
    
    
    2,116,270
    
    
    
    (306,639
    )
    
    
    23,037
    
    
    
    1,832,668Deferred revenue
    
    
    10,373
    
    
    
    (93
    )
    
    
    
    
    
    
    10,280Program rights obligations
    
    
    430,401
    
    
    
    (430,401
    )
    
    
    
    
    
    
    Liabilities under derivative contracts
    
    
    173,364
    
    
    
    
    
    
    
    
    
    
    
    173,364Other liabilities
    
    
    299,671
    
    
    
    (88,746
    )
    
    
    58,251
    (4)
    
    
    269,176Deferred tax liability
    
    
    492,527
    
    
    
    
    
    
    
    (45,200)
    (6)
    
    
    447,327Credit facility debt
    
    
    6,150,231
    
    
    
    (362,500
    )
    
    
    (1,020,000)
    (5)
    
    
    4,767,731Collateralized indebtedness
    
    
    273,315
    
    
    
    
    
    
    
    
    
    
    
    273,315Capital lease obligations
    
    
    44,738
    
    
    
    (15,360
    )
    
    
    
    
    
    
    29,378Senior notes and debentures
    
    
    3,381,028
    
    
    
    (299,619
    )
    
    
    
    
    
    
    3,081,409Senior subordinated notes
    
    
    324,134
    
    
    
    (324,134
    )
    
    
    
    
    
    
    Total liabilities
    
    
    13,696,052
    
    
    
    (1,827,492
    )
    
    
    (983,912
    )
    
    
    10,884,648Redeemable noncontrolling interests
    
    
    14,330
    
    
    
    
    
    
    
    
    
    
    
    14,330Commitments and contingenciesTotal stockholders deficiency
    
    
    (4,302,756
    )
    
    
    (75,962
    )
    
    
    (5,412)
    (2)
    
    
    (3,425,293
    )958,837
    (7)Noncontrolling interest
    
    
    1,844
    
    
    
    
    
    
    
    
    
    
    
    1,844Total deficiency
    
    
    (4,300,912
    )
    
    
    (75,962
    )
    
    
    953,425
    
    
    
    (3,423,449
    )$
    9,409,470
    
    
    $
    (1,903,454
    )
    
    $
    (30,487
    )
    
    $
    7,475,529
 
 *
    
    See Note A of Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheets. 6




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##### 



Note A  Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheets as of March 31, 2011
(dollars in thousands)
 (1)
    
    Distribution of AMC Networks.As a result of the AMC Distribution, AMC Networks will be
distributed to Cablevisions stockholders. These adjustments reflect the elimination of the
historical assets and liabilities (excluding intercompany balances between the Company and AMC
Networks) of AMC Networks from the Companys consolidated balance sheet as of March 31, 2011
in the form of a dividend to stockholders at book value.(2)
    
    Intercompany balances with AMC Networks.Adjustments include historical intercompany
balances between the Companys subsidiaries and AMC Networks that prior to the AMC
Distribution were eliminated in consolidation and which, as a result of the AMC Distribution,
would no longer be eliminated in consolidation.(3)
    
    Cash and cash equivalents.Adjustments include: (i) the receipt of payment from AMC Networks
for the unfunded portion of its employees participant accounts (net of assets held in a
trust) in the Companys cash balance pension plan of approximately $4,000, (ii) the receipt of
approximately $6,900 from AMC Networks representing the payment of outstanding stock
appreciation rights and long-term incentive plan liabilities relating to corporate employees
that were previously allocated to AMC Networks that will be paid by AMC Networks to the
Company in connection with distribution, and (iii) the payment of approximately $6,300 by the
Company to AMC Networks for the historical contributions (net of benefits paid) made by AMC
Networks on behalf of its employees in the Companys unqualified excess cash balance pension
plan and excess 401(k) savings plan.(4)
    
    Other liabilities.Represents (i) an increase of $57,451 for liabilities relating to
uncertain tax positions that were recorded by AMC Networks but will be an obligation of
Cablevision pursuant to the tax disaffiliation agreement between Cablevision and AMC Networks,
(ii) an increase of approximately $6,900 representing outstanding stock appreciation rights
and long-term incentive plan liabilities relating to corporate employees that were previously
allocated to AMC Networks that will remain as a liability of the Company until settlement,
however a payment will be received from AMC Networks in connection with the AMC Distribution,
(iii) an increase of approximately $1,500 in the projected benefit obligation of the Companys
cash balance pension plan as a result of the remeasurement of AMC Networks employees who will
remain in the Plan but will no longer receive future service credits but will be eligible to
receive their account balance, (iv) a decrease of approximately $3,400 in the liability
resulting from the transfer to AMC Networks from the Company of AMC Networks employees
participant accounts in the Companys excess cash balance pension plan, and (v) a decrease in
the liability of approximately $3,300 resulting from the transfer to AMC Networks from the
Company of AMC Networks employees participant accounts in the Companys excess 401(k)
savings plan.(5)
    
    Credit facility debt.Adjustment represents the approximately $1,020,000 of outstanding
borrowings under the Companys revolving and extended revolving loan facilities that will be
satisfied and discharged with a portion of the debt to be issued by AMC Networks to the
Company in connection with the AMC Distribution. At the date of the AMC Distribution, the new
AMC Networks debt will be used to satisfy and discharge approximately $1,250,000 of
outstanding borrowings under the Companys revolving and extended revolving loan facilities.(6)
    
    Tax adjustments.Represents (i) the elimination of deferred tax assets of AMC Networks, (ii)
an adjustment resulting from the remeasurement of the remaining deferred tax assets of the
Company to reflect the estimated applicable effective corporate income tax rate adjusted to
exclude the state apportionment factors of AMC Networks, (iii) a reclassification of a
portion of the current deferred tax asset for projected net operating loss utilization to
noncurrent deferred tax asset and (iv) an
 7




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##### 



increase in the deferred tax asset relating to the historical recognition of share-based
compensation expense for employees of the Company that was allocated to AMC Networks.(7)
    
    Stockholders deficiency.Adjustments include (i) a decrease of approximately $1,020,000
representing a portion of the debt to be issued by AMC Networks in connection with the AMC
Distribution that will be used to satisfy and discharge the outstanding borrowings under the
Companys revolving and extended revolving loan facilities, (ii) a decrease relating to the
contribution to the Company by AMC Networks for the unfunded portion of its employees
participant accounts (net of assets held in a trust) in the Companys cash balance pension
plan of approximately $4,000, and (iii) a decrease of approximately $400 related to
accumulated other comprehensive loss. These decreases were offset by an increase in
stockholders deficiency of approximately $57,808 (for Cablevision) and $64,063 (for CSC
Holdings) as a result of the tax adjustments discussed in (6) above, and approximately $1,500
from the increase in the projected benefit obligation of the Companys cash balance pension
plan discussed in (4) above.
 8




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##### 



CABLEVISION SYSTEMS CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2011
 Distribution
    
    
    Adjustmentsof AMC
    
    
    Relating toNetworks*
    
    
    AMCHistorical
    
    
    (8)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands, except per share amounts)Revenues, net
    
    $
    1,921,554
    
    
    $
    (272,903
    )
    
    $
    6,473
    (9)
    
    $
    1,655,124Operating expenses:Technical and operating (excluding
depreciation, amortization and
impairments shown below)
    
    
    822,466
    
    
    
    (90,411
    )
    
    
    6,090
    (9)
    
    
    738,145Selling, general and administrative
    
    
    453,114
    
    
    
    (86,921
    )
    
    
    383
    (9)
    
    
    374,5948,018
    (10)Restructuring expense
    
    
    137
    
    
    
    34
    
    
    
    
    
    
    
    171Depreciation and amortization
(including impairments)
    
    
    270,109
    
    
    
    (24,926
    )
    
    
    
    
    
    
    245,1831,545,826
    
    
    
    (202,224
    )
    
    
    14,491
    
    
    
    1,358,093Operating income
    
    
    375,728
    
    
    
    (70,679
    )
    
    
    (8,018
    )
    
    
    297,031Other income (expense):Interest expense
    
    
    (209,507
    )
    
    
    18,350
    
    
    
    
    
    
    
    (191,157
    )Interest income
    
    
    530
    
    
    
    (457
    )
    
    
    
    
    
    
    73Gain on sale of programming
interests, net
    
    
    161
    
    
    
    (161
    )
    
    
    
    
    
    
    Gain on investments, net
    
    
    59,072
    
    
    
    
    
    
    
    
    
    
    
    59,072Loss on equity derivative
contracts, net
    
    
    (40,058
    )
    
    
    
    
    
    
    
    
    
    
    (40,058
    )Loss on interest rate swap
contracts, net
    
    
    (4,189
    )
    
    
    
    
    
    
    
    
    
    
    (4,189
    )Miscellaneous, net
    
    
    289
    
    
    
    (72
    )
    
    
    
    
    
    
    217(193,702
    )
    
    
    17,660
    
    
    
    
    
    
    
    (176,042
    )Income from continuing operations
before income taxes
    
    
    182,026
    
    
    
    (53,019
    )
    
    
    (8,018
    )
    
    
    120,989Income tax expense
    
    
    (77,982
    )
    
    
    23,201
    
    
    
    1,734
    (11)
    
    
    (53,047
    )Income from continuing operations
after income taxes
    
    
    104,044
    
    
    
    (29,818
    )
    
    
    (6,284
    )
    
    
    67,942Net loss attributable to
noncontrolling interests
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    21Income from continuing
operations attributable to
Cablevision Systems Corporation
shareholders
    
    $
    104,065
    
    
    $
    (29,818
    )
    
    $
    (6,284
    )
    
    $
    67,963Basic income per share:Income from continuing operations
attributable to Cablevision Systems
Corporation shareholders
    
    $
    0.37
    
    
    
    
    
    
    
    
    
    
    $
    0.24Basic weighted average common shares
(in thousands)
    
    
    282,123
    
    
    
    
    
    
    
    
    
    
    
    282,123Diluted income per share:Income from continuing operations
attributable to Cablevision Systems
Corporation shareholders
    
    $
    0.36
    
    
    
    
    
    
    
    
    
    
    $
    0.23Basic weighted average common shares
(in thousands)
    
    
    291,221
    
    
    
    
    
    
    
    
    
    
    
    291,221
 
 *
    
    See Note B of Notes to Unaudited Pro Forma Consolidated Statements of Operations. 9




---



##### 



CABLEVISION SYSTEMS CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2010
 Distribution
    
    
    Adjustmentsof AMC
    
    
    Relating toNetworks*
    
    
    AMCHistorical
    
    
    (8)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands, except per share amounts)Revenues, net
    
    $
    1,752,401
    
    
    $
    (248,372
    )
    
    $
    5,762
    (9)
    
    $
    1,509,791Operating expenses:Technical and operating (excluding
depreciation, amortization and
impairments shown below)
    
    
    737,596
    
    
    
    (82,425
    )
    
    
    5,525
    (9)
    
    
    660,696Selling, general and administrative
    
    
    418,048
    
    
    
    (78,444
    )
    
    
    244
    (9)
    
    
    355,17615,328
    (10)Restructuring expense (credits)
    
    
    (209
    )
    
    
    212
    
    
    
    
    
    
    
    3Depreciation and amortization
(including impairments)
    
    
    241,893
    
    
    
    (26,690
    )
    
    
    
    
    
    
    215,2031,397,328
    
    
    
    (187,347
    )
    
    
    21,097
    
    
    
    1,231,078Operating income
    
    
    355,073
    
    
    
    (61,025
    )
    
    
    (15,335
    )
    
    
    278,713Other income (expense):Interest expense
    
    
    (183,301
    )
    
    
    19,666
    
    
    
    
    
    
    
    (163,635
    )Interest income
    
    
    641
    
    
    
    (550
    )
    
    
    
    
    
    
    91Gain on sale of programming
interests, net
    
    
    102
    
    
    
    (102
    )
    
    
    
    
    
    
    Gain on investments, net
    
    
    42,292
    
    
    
    
    
    
    
    
    
    
    
    42,292Loss on equity derivative
contracts, net
    
    
    (35,033
    )
    
    
    
    
    
    
    
    
    
    
    (35,033
    )Loss on interest rate swap
contracts, net
    
    
    (35,109
    )
    
    
    
    
    
    
    
    
    
    
    (35,109
    )Miscellaneous, net
    
    
    373
    
    
    
    (26
    )
    
    
    
    
    
    
    347(210,035
    )
    
    
    18,988
    
    
    
    
    
    
    
    (191,047
    )Income from continuing
operations before income taxes
    
    
    145,038
    
    
    
    (42,037
    )
    
    
    (15,335
    )
    
    
    87,666Income tax expense
    
    
    (66,728
    )
    
    
    17,948
    
    
    
    5,405
    (11)
    
    
    (43,375
    )Income from continuing
operations after income taxes
    
    
    78,310
    
    
    
    (24,089
    )
    
    
    (9,930
    )
    
    
    44,291Net income attributable to
noncontrolling interests
    
    
    (28
    )
    
    
    
    
    
    
    
    
    
    
    (28
    )Income from continuing
operations attributable to
Cablevision Systems Corporation
shareholders
    
    $
    78,282
    
    
    $
    (24,089
    )
    
    $
    (9,930
    )
    
    $
    44,263Basic income per share:Income from continuing operations
attributable to Cablevision Systems
Corporation shareholders
    
    $
    0.27
    
    
    
    
    
    
    
    
    
    
    $
    0.15Basic weighted average common shares
(in thousands)
    
    
    293,884
    
    
    
    
    
    
    
    
    
    
    
    293,884Diluted income per share:Income from continuing operations
attributable to Cablevision Systems
Corporation shareholders
    
    $
    0.26
    
    
    
    
    
    
    
    
    
    
    $
    0.14Basic weighted average common shares
(in thousands)
    
    
    302,826
    
    
    
    
    
    
    
    
    
    
    
    302,826
 
 *
    
    See Note B of Notes to Unaudited Pro Forma Consolidated Statements of Operations. 10




---



##### 



CABLEVISION SYSTEMS CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010
 Distribution
    
    
    Adjustmentsof AMC
    
    
    Relating toNetworks*
    
    
    AMCHistorical
    
    
    (8)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands, except per share amounts)Revenues, net
    
    $
    7,231,249
    
    
    $
    (1,078,300
    )
    
    $
    24,626
    (9)
    
    $
    6,177,575Operating expenses:Technical and operating (excluding
depreciation, amortization and
impairments shown below)
    
    
    3,007,883
    
    
    
    (366,093
    )
    
    
    21,960
    (9)
    
    
    2,663,750Selling, general and administrative
    
    
    1,703,173
    
    
    
    (328,134
    )
    
    
    2,632
    (9)
    
    
    1,440,73163,060
    (10)Restructuring
credits
    
    
    (2,276
    )
    
    
    2,218
    
    
    
    
    
    
    
    (58
    )Depreciation and amortization
(including impairments)
    
    
    993,547
    
    
    
    (106,455
    )
    
    
    
    
    
    
    887,0925,702,327
    
    
    
    (798,464
    )
    
    
    87,652
    
    
    
    4,991,515Operating income
    
    
    1,528,922
    
    
    
    (279,836
    )
    
    
    (63,026
    )
    
    
    1,186,060Other income (expense):Interest expense
    
    
    (787,093
    )
    
    
    75,800
    
    
    
    
    
    
    
    (711,293
    )Interest income
    
    
    2,930
    
    
    
    (2,388
    )
    
    
    
    
    
    
    542Gain on sale of programming and
affiliate interests, net
    
    
    2,518
    
    
    
    (467
    )
    
    
    
    
    
    
    2,051Gain on investments, net
    
    
    109,810
    
    
    
    
    
    
    
    
    
    
    
    109,810Loss on equity derivative
contracts, net
    
    
    (72,044
    )
    
    
    
    
    
    
    
    
    
    
    (72,044
    )Loss on interest rate swap
contracts, net
    
    
    (85,013
    )
    
    
    
    
    
    
    
    
    
    
    (85,013
    )Loss on extinguishment of debt and
write-off of deferred financing
costs
    
    
    (110,049
    )
    
    
    
    
    
    
    
    
    
    
    (110,049
    )Miscellaneous, net
    
    
    1,288
    
    
    
    162
    
    
    
    
    
    
    
    1,450(937,653
    )
    
    
    73,107
    
    
    
    
    
    
    
    (864,546
    )Income from continuing
operations before income taxes
    
    
    591,269
    
    
    
    (206,729
    )
    
    
    (63,026
    )
    
    
    321,514Income tax expense
    
    
    (225,550
    )
    
    
    88,264
    
    
    
    21,510
    (11)
    
    
    (115,776
    )Income from continuing
operations after income taxes
    
    
    365,719
    
    
    
    (118,465
    )
    
    
    (41,516
    )
    
    
    205,738Net income attributable to
noncontrolling interests
    
    
    (649
    )
    
    
    
    
    
    
    
    
    
    
    (649
    )Income from continuing
operations attributable to
Cablevision Systems Corporation
shareholders
    
    $
    365,070
    
    
    $
    (118,465
    )
    
    $
    (41,516
    )
    
    $
    205,089Basic income per share:Income from continuing operations
attributable to Cablevision Systems
Corporation shareholders
    
    $
    1.25
    
    
    
    
    
    
    
    
    
    
    $
    0.70Basic weighted average common shares
(in thousands)
    
    
    293,165
    
    
    
    
    
    
    
    
    
    
    
    293,165Diluted income per share:Income from continuing operations
attributable to Cablevision Systems
Corporation shareholders
    
    $
    1.21
    
    
    
    
    
    
    
    
    
    
    $
    0.68Basic weighted average common shares
(in thousands)
    
    
    301,880
    
    
    
    
    
    
    
    
    
    
    
    301,880
 
 *
    
    See Note B of Notes to Unaudited Pro Forma Consolidated Statements of Operations. 11




---



##### 



CABLEVISION SYSTEMS CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2009
 Distribution
    
    
    Adjustmentsof AMC
    
    
    Relating toNetworks*
    
    
    AMCHistorical
    
    
    (8)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands, except per share amounts)Revenues, net
    
    $
    6,847,301
    
    
    $
    (973,656
    )
    
    $
    26,429
    (9)
    
    $
    5,900,074Operating expenses:Technical and operating (excluding
depreciation, amortization and
impairments shown below)
    
    
    2,818,468
    
    
    
    (310,360
    )
    
    
    24,736
    (9)
    
    
    2,532,844Selling, general and administrative
    
    
    1,643,731
    
    
    
    (313,900
    )
    
    
    1,646
    (9)
    
    
    1,389,52558,048
    (10)Restructuring
expense
    
    
    10,728
    
    
    
    (5,146
    )
    
    
    
    
    
    
    5,582Depreciation and amortization
(including impairments)
    
    
    1,022,912
    
    
    
    (106,504
    )
    
    
    
    
    
    
    916,4085,495,839
    
    
    
    (735,910
    )
    
    
    84,430
    
    
    
    4,844,359Operating income
    
    
    1,351,462
    
    
    
    (237,746
    )
    
    
    (58,001
    )
    
    
    1,055,715Other income (expense):Interest expense
    
    
    (749,735
    )
    
    
    76,543
    
    
    
    
    
    
    
    (673,192
    )Interest income
    
    
    4,214
    
    
    
    (836
    )
    
    
    
    
    
    
    3,378Gain (loss) on sale of programming
and affiliate interests, net
    
    
    2,130
    
    
    
    (2,130
    )
    
    
    
    
    
    
    Loss on investments, net
    
    
    (981
    )
    
    
    4
    
    
    
    
    
    
    
    (977
    )Gain on equity derivative
contracts, net
    
    
    631
    
    
    
    
    
    
    
    
    
    
    
    631Loss on interest rate swap
contracts, net
    
    
    (78,868
    )
    
    
    3,237
    
    
    
    
    
    
    
    (75,631
    )Loss on extinguishment of debt and
write-off of deferred financing
costs
    
    
    (73,457
    )
    
    
    
    
    
    
    
    
    
    
    (73,457
    )Miscellaneous, net
    
    
    734
    
    
    
    (192
    )
    
    
    
    
    
    
    542(895,332
    )
    
    
    76,626
    
    
    
    
    
    
    
    (818,706
    )Income from continuing
operations before income taxes
    
    
    456,130
    
    
    
    (161,120
    )
    
    
    (58,001
    )
    
    
    237,009Income tax expense
    
    
    (206,669
    )
    
    
    71,292
    
    
    
    22,009
    (11)
    
    
    (113,368
    )Income from continuing
operations after income taxes
    
    
    249,461
    
    
    
    (89,828
    )
    
    
    (35,992
    )
    
    
    123,641Net loss attributable to
noncontrolling interests
    
    
    273
    
    
    
    
    
    
    
    
    
    
    
    273Income from continuing
operations attributable to
Cablevision Systems Corporation
shareholders
    
    $
    249,734
    
    
    $
    (89,828
    )
    
    $
    (35,992
    )
    
    $
    123,914Basic income per share:Income from continuing operations
attributable to Cablevision Systems
Corporation shareholders
    
    $
    0.86
    
    
    
    
    
    
    
    
    
    
    $
    0.42Basic weighted average common shares
(in thousands)
    
    
    291,759
    
    
    
    
    
    
    
    
    
    
    
    291,759Diluted income per share:Income from continuing operations
attributable to Cablevision Systems
Corporation shareholders
    
    $
    0.84
    
    
    
    
    
    
    
    
    
    
    $
    0.42Basic weighted average common shares
(in thousands)
    
    
    298,444
    
    
    
    
    
    
    
    
    
    
    
    298,444
 
 *
    
    See Note B of Notes to Unaudited Pro Forma Consolidated Statements of Operations.




---



##### 



CABLEVISION SYSTEMS CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2008
 Distribution
    
    
    Adjustmentsof AMC
    
    
    Relating toNetworks*
    
    
    AMCHistorical
    
    
    (8)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands, except per share amounts)Revenues, net
    
    $
    6,319,852
    
    
    $
    (902,362
    )
    
    $
    63,309
    (9)
    
    $
    5,480,799Operating expenses:Technical and operating (excluding
depreciation, amortization and
impairments shown below)
    
    
    2,645,831
    
    
    
    (316,205
    )
    
    
    61,766
    (9)
    
    
    2,391,392Selling, general and administrative
    
    
    1,504,862
    
    
    
    (307,637
    )
    
    
    1,530
    (9)
    
    
    1,252,82854,073
    (10)Restructuring expense
    
    
    49,883
    
    
    
    (46,834
    )
    
    
    
    
    
    
    3,049Depreciation and amortization
(including impairments)
    
    
    1,441,532
    
    
    
    (108,431
    )
    
    
    
    
    
    
    1,333,1015,642,108
    
    
    
    (779,107
    )
    
    
    117,369
    
    
    
    4,980,370Operating income
    
    
    677,744
    
    
    
    (123,255
    )
    
    
    (54,060
    )
    
    
    500,429Other income (expense):Interest expense
    
    
    (793,656
    )
    
    
    98,650
    
    
    
    
    
    
    
    (695,006
    )Interest income
    
    
    8,863
    
    
    
    (1,582
    )
    
    
    
    
    
    
    7,281Gain on sale of programming and
affiliate interests, net
    
    
    805
    
    
    
    (805
    )
    
    
    
    
    
    
    Loss on investments, net
    
    
    (136,414
    )
    
    
    103,238
    
    
    
    
    
    
    
    (33,176
    )Gain on equity derivative
contracts, net
    
    
    118,219
    
    
    
    (66,447
    )
    
    
    
    
    
    
    51,772Loss on interest rate swap
contracts, net
    
    
    (205,683
    )
    
    
    2,843
    
    
    
    
    
    
    
    (202,840
    )Loss on extinguishment of debt and
write-off of deferred financing
costs
    
    
    (2,424
    )
    
    
    2,424
    
    
    
    
    
    
    
    Miscellaneous, net
    
    
    1,264
    
    
    
    (379
    )
    
    
    
    
    
    
    885(1,009,026
    )
    
    
    137,942
    
    
    
    
    
    
    
    (871,084
    )Loss from continuing
operations before income taxes
    
    
    (331,282
    )
    
    
    14,687
    
    
    
    (54,060
    )
    
    
    (370,655
    )Income tax benefit
    
    
    88,944
    
    
    
    4,021
    
    
    
    20,239
    (11)
    
    
    113,204Loss from continuing
operations after income taxes
    
    
    (242,338
    )
    
    
    18,708
    
    
    
    (33,821
    )
    
    
    (257,451
    )Net loss attributable to
noncontrolling interests
    
    
    8,108
    
    
    
    
    
    
    
    
    
    
    
    8,108Loss from continuing
operations attributable to
Cablevision Systems Corporation
shareholders
    
    $
    (234,230
    )
    
    $
    18,708
    
    
    $
    (33,821
    )
    
    $
    (249,343
    )Basic and
diluted loss per share:Loss from continuing operations
attributable to Cablevision Systems
Corporation shareholders
    
    $
    (0.81
    )
    
    
    
    
    
    
    
    
    
    $
    (0.86
    )Basic weighted average common shares
(in thousands)
    
    
    290,286
    
    
    
    
    
    
    
    
    
    
    
    290,286
 
 *
    
    See Note B of Notes to Unaudited Pro Forma Consolidated Statements of Operations.




---



##### 



CSC HOLDINGS, LLC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2011
 Distribution
    
    
    Adjustmentsof AMC
    
    
    Relating toNetworks*
    
    
    AMCHistorical
    
    
    (8)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands)Revenues, net
    
    $
    1,921,554
    
    
    $
    (272,903
    )
    
    $
    6,473
    (9)
    
    $
    1,655,124Operating expenses:Technical and operating (excluding
depreciation, amortization and
impairments shown below)
    
    
    822,466
    
    
    
    (90,411
    )
    
    
    6,090
    (9)
    
    
    738,145Selling, general and administrative
    
    
    453,114
    
    
    
    (86,921
    )
    
    
    383
    (9)
    
    
    374,5948,018
    (10)Restructuring expense
    
    
    137
    
    
    
    34
    
    
    
    
    
    
    
    171Depreciation and amortization
(including impairments)
    
    
    270,109
    
    
    
    (24,926
    )
    
    
    
    
    
    
    245,1831,545,826
    
    
    
    (202,224
    )
    
    
    14,491
    
    
    
    1,358,093Operating income
    
    
    375,728
    
    
    
    (70,679
    )
    
    
    (8,018
    )
    
    
    297,031Other income (expense):Interest expense
    
    
    (163,690
    )
    
    
    18,350
    
    
    
    
    
    
    
    (145,340
    )Interest income
    
    
    15,292
    
    
    
    (457
    )
    
    
    
    
    
    
    14,835Gain on sale of programming
interests, net
    
    
    161
    
    
    
    (161
    )
    
    
    
    
    
    
    Gain on investments, net
    
    
    59,072
    
    
    
    
    
    
    
    
    
    
    
    59,072Loss on equity derivative
contracts, net
    
    
    (40,058
    )
    
    
    
    
    
    
    
    
    
    
    (40,058
    )Loss on interest rate swap
contracts, net
    
    
    (4,189
    )
    
    
    
    
    
    
    
    
    
    
    (4,189
    )Miscellaneous, net
    
    
    289
    
    
    
    (72
    )
    
    
    
    
    
    
    217(133,123
    )
    
    
    17,660
    
    
    
    
    
    
    
    (115,463
    )Income from continuing operations
before income taxes
    
    
    242,605
    
    
    
    (53,019
    )
    
    
    (8,018
    )
    
    
    181,568Income tax expense
    
    
    (102,569
    )
    
    
    23,201
    
    
    
    1,389
    (11)
    
    
    (77,979
    )Income from continuing operations
after income taxes
    
    
    140,036
    
    
    
    (29,818
    )
    
    
    (6,629
    )
    
    
    103,589Net loss attributable to
noncontrolling interests
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    21Income from continuing
operations attributable to CSC
Holdings, LLC sole member
    
    $
    140,057
    
    
    $
    (29,818
    )
    
    $
    (6,629
    )
    
    $
    103,610
 
 *
    
    See Note B of Notes to Unaudited Pro Forma Consolidated Statements of Operations. 14




---



##### 



CSC HOLDINGS, LLC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2010
 Distribution
    
    
    Adjustmentsof AMC
    
    
    Relating toNetworks*
    
    
    AMCHistorical
    
    
    (8)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands)Revenues, net
    
    $
    1,752,401
    
    
    $
    (248,372
    )
    
    $
    5,762
    (9)
    
    $
    1,509,791Operating expenses:Technical and operating (excluding
depreciation, amortization and
impairments shown below)
    
    
    737,596
    
    
    
    (82,425
    )
    
    
    5,525
    (9)
    
    
    660,696Selling, general and administrative
    
    
    418,048
    
    
    
    (78,444
    )
    
    
    244
    (9)
    
    
    355,17615,328
    (10)Restructuring expense (credits)
    
    
    (209
    )
    
    
    212
    
    
    
    
    
    
    
    3Depreciation and amortization
(including impairments)
    
    
    241,893
    
    
    
    (26,690
    )
    
    
    
    
    
    
    215,2031,397,328
    
    
    
    (187,347
    )
    
    
    21,097
    
    
    
    1,231,078Operating income
    
    
    355,073
    
    
    
    (61,025
    )
    
    
    (15,335
    )
    
    
    278,713Other income (expense):Interest expense
    
    
    (142,535
    )
    
    
    19,666
    
    
    
    
    
    
    
    (122,869
    )Interest income
    
    
    16,337
    
    
    
    (550
    )
    
    
    
    
    
    
    15,787Gain on sale of programming
interests, net
    
    
    102
    
    
    
    (102
    )
    
    
    
    
    
    
    Gain on investments, net
    
    
    42,292
    
    
    
    
    
    
    
    
    
    
    
    42,292Loss on equity derivative
contracts, net
    
    
    (35,033
    )
    
    
    
    
    
    
    
    
    
    
    (35,033
    )Loss on interest rate swap
contracts, net
    
    
    (35,109
    )
    
    
    
    
    
    
    
    
    
    
    (35,109
    )Miscellaneous, net
    
    
    373
    
    
    
    (26
    )
    
    
    
    
    
    
    347(153,573
    )
    
    
    18,988
    
    
    
    
    
    
    
    (134,585
    )Income from continuing
operations before income taxes
    
    
    201,500
    
    
    
    (42,037
    )
    
    
    (15,335
    )
    
    
    144,128Income tax expense
    
    
    (86,515
    )
    
    
    17,948
    
    
    
    5,151
    (11)
    
    
    (63,416
    )Income from continuing
operations after income taxes
    
    
    114,985
    
    
    
    (24,089
    )
    
    
    (10,184
    )
    
    
    80,712Net income attributable to
noncontrolling interests
    
    
    (28
    )
    
    
    
    
    
    
    
    
    
    
    (28
    )Income from continuing
operations attributable to CSC
Holdings, LLC sole member
    
    $
    114,957
    
    
    $
    (24,089
    )
    
    $
    (10,184
    )
    
    $
    80,684
 
 *
    
    See Note B of Notes to Unaudited Pro Forma Consolidated Statements of Operations. 15




---



##### 



CSC HOLDINGS, LLC
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010
 Distribution
    
    
    Adjustmentsof AMC
    
    
    Relating toNetworks*
    
    
    AMCHistorical
    
    
    (8)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands)Revenues, net
    
    $
    7,231,249
    
    
    $
    (1,078,300
    )
    
    $
    24,626
    (9)
    
    $
    6,177,575Operating expenses:Technical and operating (excluding
depreciation, amortization and
impairments shown below)
    
    
    3,007,883
    
    
    
    (366,093
    )
    
    
    21,960
    (9)
    
    
    2,663,750Selling, general and administrative
    
    
    1,703,173
    
    
    
    (328,134
    )
    
    
    2,632
    (9)
    
    
    1,440,73163,060
    (10)Restructuring credits
    
    
    (2,276
    )
    
    
    2,218
    
    
    
    
    
    
    
    (58
    )Depreciation and amortization
(including impairments)
    
    
    993,547
    
    
    
    (106,455
    )
    
    
    
    
    
    
    887,0925,702,327
    
    
    
    (798,464
    )
    
    
    87,652
    
    
    
    4,991,515Operating income
    
    
    1,528,922
    
    
    
    (279,836
    )
    
    
    (63,026
    )
    
    
    1,186,060Other income (expense):Interest expense
    
    
    (607,010
    )
    
    
    75,800
    
    
    
    
    
    
    
    (531,210
    )Interest income
    
    
    63,260
    
    
    
    (2,388
    )
    
    
    
    
    
    
    60,872Gain on sale of programming and
affiliate interests, net
    
    
    2,518
    
    
    
    (467
    )
    
    
    
    
    
    
    2,051Gain on investments, net
    
    
    109,810
    
    
    
    
    
    
    
    
    
    
    
    109,810Loss on equity derivative
contracts, net
    
    
    (72,044
    )
    
    
    
    
    
    
    
    
    
    
    (72,044
    )Loss on interest rate swap
contracts, net
    
    
    (85,013
    )
    
    
    
    
    
    
    
    
    
    
    (85,013
    )Miscellaneous, net
    
    
    1,274
    
    
    
    162
    
    
    
    
    
    
    
    1,436(587,205
    )
    
    
    73,107
    
    
    
    
    
    
    
    (514,098
    )Income from continuing
operations before income taxes
    
    
    941,717
    
    
    
    (206,729
    )
    
    
    (63,026
    )
    
    
    671,962Income tax expense
    
    
    (362,669
    )
    
    
    88,264
    
    
    
    19,512
    (11)
    
    
    (254,893
    )Income from continuing
operations after income taxes
    
    
    579,048
    
    
    
    (118,465
    )
    
    
    (43,514
    )
    
    
    417,069Net income attributable to
noncontrolling interests
    
    
    (649
    )
    
    
    
    
    
    
    
    
    
    
    (649
    )Income from continuing
operations attributable to CSC
Holdings, LLC sole member
    
    $
    578,399
    
    
    $
    (118,465
    )
    
    $
    (43,514
    )
    
    $
    416,420
 
 *
    
    See Note B of Notes to Unaudited Pro Forma Consolidated Statements of Operations. 16




---



##### 



CSC HOLDINGS, LLC
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2009
 Distribution
    
    
    Adjustmentsof AMC
    
    
    Relating toNetworks*
    
    
    AMCHistorical
    
    
    (8)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands)Revenues, net
    
    $
    6,847,301
    
    
    $
    (973,656
    )
    
    $
    26,429
    (9)
    
    $
    5,900,074Operating expenses:Technical and operating (excluding
depreciation, amortization and
impairments shown below)
    
    
    2,818,468
    
    
    
    (310,360
    )
    
    
    24,736
    (9)
    
    
    2,532,844Selling, general and administrative
    
    
    1,643,731
    
    
    
    (313,900
    )
    
    
    1,646
    (9)
    
    
    1,389,52558,048
    (10)Restructuring expense
    
    
    10,728
    
    
    
    (5,146
    )
    
    
    
    
    
    
    5,582Depreciation and amortization
(including impairments)
    
    
    1,022,912
    
    
    
    (106,504
    )
    
    
    
    
    
    
    916,4085,495,839
    
    
    
    (735,910
    )
    
    
    84,430
    
    
    
    4,844,359Operating income
    
    
    1,351,462
    
    
    
    (237,746
    )
    
    
    (58,001
    )
    
    
    1,055,715Other income (expense):Interest expense
    
    
    (635,615
    )
    
    
    76,543
    
    
    
    
    
    
    
    (559,072
    )Interest income
    
    
    66,236
    
    
    
    (836
    )
    
    
    
    
    
    
    65,400Gain (loss) on sale of programming
and affiliate interests, net
    
    
    2,130
    
    
    
    (2,130
    )
    
    
    
    
    
    
    Loss on investments, net
    
    
    (981
    )
    
    
    4
    
    
    
    
    
    
    
    (977
    )Gain on equity derivative
contracts, net
    
    
    631
    
    
    
    
    
    
    
    
    
    
    
    631Loss on interest rate swap
contracts, net
    
    
    (78,868
    )
    
    
    3,237
    
    
    
    
    
    
    
    (75,631
    )Loss on extinguishment of debt and
write-off of deferred financing
costs
    
    
    (72,870
    )
    
    
    
    
    
    
    
    
    
    
    (72,870
    )Miscellaneous, net
    
    
    734
    
    
    
    (192
    )
    
    
    
    
    
    
    542(718,603
    )
    
    
    76,626
    
    
    
    
    
    
    
    (641,977
    )Income from continuing
operations before income taxes
    
    
    632,859
    
    
    
    (161,120
    )
    
    
    (58,001
    )
    
    
    413,738Income tax expense
    
    
    (277,747
    )
    
    
    71,292
    
    
    
    21,885
    (11)
    
    
    (184,570
    )Income from continuing
operations after income taxes
    
    
    355,112
    
    
    
    (89,828
    )
    
    
    (36,116
    )
    
    
    229,168Net loss attributable to
noncontrolling interests
    
    
    273
    
    
    
    
    
    
    
    
    
    
    
    273Income from continuing
operations attributable to CSC
Holdings, LLC sole member
    
    $
    355,385
    
    
    $
    (89,828
    )
    
    $
    (36,116
    )
    
    $
    229,441
 
 *
    
    See Note B of Notes to Unaudited Pro Forma Consolidated Statements of Operations. 17




---



##### 



CSC HOLDINGS, LLC
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2008
 Distribution
    
    
    Adjustmentsof AMC
    
    
    Relating toNetworks*
    
    
    AMCHistorical
    
    
    (8)
    
    
    Distribution*
    
    
    Pro forma(dollars in thousands)Revenues, net
    
    $
    6,319,852
    
    
    $
    (902,362
    )
    
    $
    63,309
    (9)
    
    $
    5,480,799Operating expenses:Technical and operating (excluding
depreciation, amortization and
impairments shown below)
    
    
    2,645,831
    
    
    
    (316,205
    )
    
    
    61,766
    (9)
    
    
    2,391,392Selling, general and administrative
    
    
    1,504,862
    
    
    
    (307,637
    )
    
    
    1,530
    (9)
    
    
    1,252,82854,073
    (10)Restructuring expense
    
    
    49,883
    
    
    
    (46,834
    )
    
    
    
    
    
    
    3,049Depreciation and amortization
(including impairments)
    
    
    1,441,532
    
    
    
    (108,431
    )
    
    
    
    
    
    
    1,333,1015,642,108
    
    
    
    (779,107
    )
    
    
    117,369
    
    
    
    4,980,370Operating income
    
    
    677,744
    
    
    
    (123,255
    )
    
    
    (54,060
    )
    
    
    500,429Other income (expense):Interest expense
    
    
    (667,782
    )
    
    
    98,650
    
    
    
    
    
    
    
    (569,132
    )Interest income
    
    
    34,427
    
    
    
    (1,582
    )
    
    
    
    
    
    
    32,845Gain on sale of programming and
affiliate interests, net
    
    
    805
    
    
    
    (805
    )
    
    
    
    
    
    
    Loss on investments, net
    
    
    (136,414
    )
    
    
    103,238
    
    
    
    
    
    
    
    (33,176
    )Gain on equity derivative
contracts, net
    
    
    118,219
    
    
    
    (66,447
    )
    
    
    
    
    
    
    51,772Loss on interest rate swap
contracts, net
    
    
    (205,683
    )
    
    
    2,843
    
    
    
    
    
    
    
    (202,840
    )Loss on extinguishment of debt and
write-off of deferred financing
costs
    
    
    (2,424
    )
    
    
    2,424
    
    
    
    
    
    
    
    Miscellaneous, net
    
    
    1,260
    
    
    
    (379
    )
    
    
    
    
    
    
    881(857,592
    )
    
    
    137,942
    
    
    
    
    
    
    
    (719,650
    )Loss from continuing
operations before income taxes
    
    
    (179,848
    )
    
    
    14,687
    
    
    
    (54,060
    )
    
    
    (219,221
    )Income tax benefit
    
    
    29,299
    
    
    
    4,021
    
    
    
    20,375
    (11)
    
    
    53,695Loss from continuing
operations after income taxes
    
    
    (150,549
    )
    
    
    18,708
    
    
    
    (33,685
    )
    
    
    (165,526
    )Net loss attributable to
noncontrolling interests
    
    
    8,108
    
    
    
    
    
    
    
    
    
    
    
    8,108Loss from continuing
operations attributable to CSC
Holdings, LLC sole member
    
    $
    (142,441
    )
    
    $
    18,708
    
    
    $
    (33,685
    )
    
    $
    (157,418
    )
 
 *
    
    See Note B of Notes to Unaudited Pro Forma Consolidated Statements of Operations.




---



##### 



Note B  Notes to Unaudited Pro Forma Consolidated Statements of Operations for the Three Months
Ended March 31, 2011 and 2010 and for the Years Ended December 31, 2010, 2009 and 2008 (dollars in
thousands)(8)
    
    Distribution of AMC Networks.Represents the condensed consolidated statements of operations
of AMC Networks and subsidiaries for the three months ended March 31, 2011 and 2010 and for
the years ended December 31, 2010, 2009 and 2008, respectively.(9)
    
    Transactions with AMC Networks.Adjustments include (i) normal recurring intercompany
transactions between the Companys subsidiaries and AMC Networks that prior to the AMC
Distribution were eliminated in consolidation (primarily revenues recognized by AMC Networks,
including VOOM HD for the period January 1, 2008 through January 2009, from the sale of
programming to the Companys Telecommunications Services segment and an equivalent amount of
programming expense recognized by the Companys Telecommunications Services segment) which as
a result of the AMC Distribution would no longer be eliminated in consolidation.(10)
    
    Selling, general and administrative expense.Represents the actual corporate overhead and
costs related to corporate employees participation in long-term incentive plans and employee
stock-based compensations plans historically allocated to AMC Networks that would remain with
the Company after the AMC Distribution. This adjustment includes the elimination of the
management fee charged to certain subsidiaries of AMC Networks by the Company, which was
recorded by the Company as a contra-expense and which will no longer be charged to AMC
Networks after the AMC Distribution. In addition, for the three months ended March 31, 2011
and the year ended December 31, 2010, the adjustment includes the reclassification to
discontinued operations of $8,021 and $1,466, respectively, of transactions costs related to
the AMC Distribution.(11)
    
    Income tax benefit (expense).Represents the (i) income tax benefit (expense) impact related
to the pro forma adjustments discussed above, and (ii) an adjustment related to the impact of
the AMC Distribution on the Companys effective income tax rate.
 19