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What changed in AMC Networks Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of AMC Networks Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+464 added−432 removedSource: 10-K (2025-02-14) vs 10-K (2024-02-09)

Top changes in AMC Networks Inc.'s 2024 10-K

464 paragraphs added · 432 removed · 309 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

57 edited+15 added−78 removed48 unchanged
Biggest changeThe network also went into production on new, highly anticipated 2024 series, The Barnes Bunch – an unscripted series that follows NBA legend Matt Barnes and his family, and Deb’s House , a new scripted series based on the life of Debra Antney, who also serves as executive producer. • WE tv's programming also includes popular series S.W.A.T. , CSI: Miami and Law & Order as well as feature films, with certain exclusive license rights from studios such as Paramount, Sony, MGM, Disney and Warner Bros. • A joint venture between AMC Networks and BBC Studios (the commercial arm of the BBC), BBC AMERICA reached approximately 60 million Nielsen subscribers and had distribution agreements with all major U.S. distributors as of December 31, 2023. • BBC AMERICA is a hub of innovative, culturally contagious programming with “Britishness” at its core.
Biggest changeOther Programming Networks • As of December 31, 2024, We TV reached approximately 59 million subscribers (1) and had distribution agreements with all major U.S. distributors. • Driven by unscripted originals, We TV continues to be the #1 U.S. cable network for women, in particular black women, on Friday nights and home to a popular slate of series and franchises including Love After Lockup, Life After Lockup, Mama June: Family Crisis, Toya & Reginae , and the celebrated return of the We TV’s pioneers of family reality TV, the Braxton family, with 2024’s new docuseries The Braxtons. • In 2024, We TV also premiered several new unscripted series, including The Barnes Bunch , following NBA legend Matt Barnes and his family; Deb’s House , a new competition reality series featuring Hip Hop pioneer and mogul Debra Antney, who also serves as executive producer; and the new reality series Tia Mowry: My Next Act . • We TV's programming also includes popular series S.W.A.T. , 9-1-1, Bones, NCIS, and Law & Order as well as feature films, with certain exclusive license rights from studios such as Paramount, MGM, Sony, Lionsgate, NBC Universal, and Warner Bros. • As of December 31, 2024, BBCA reached approximately 56 million subscribers (1) and had distribution agreements with all major U.S. distributors. • BBCA is a hub of innovative, culturally contagious programming with “Britishness” at its core.
A significant part of AMCNI UK’s content library is also available via partnerships with major streaming platforms such as FreeVee, Pluto TV, Rakuten TV and Samsung TV. • Highlights of the top AMCNI locally recognized channels are detailed below: • El Gourmet is a “go-to” TV culinary destination for Latin American audiences that connects with its viewers by celebrating local traditions and featuring culinary experiences from all over the world.
A significant part of AMCNI UK’s content library is also available via partnerships with major streaming platforms such as ITVx, FreeVee, Pluto TV, Rakuten TV and Samsung TV. • Highlights of the top AMCNI locally recognized channels are detailed below: • El Gourmet is a “go-to” TV culinary destination for Latin American audiences that connects with its viewers by celebrating local traditions and featuring culinary experiences from all over the world.
AMC Networks Broadcasting & Technology • AMC Networks Broadcasting & Technology is a full-service network programming feed origination and distribution company located in Bethpage, New York, which primarily services most of the national programming networks of the Company. • AMC Networks Broadcasting & Technology consolidates origination and satellite communication functions in a 67,000 square-foot facility designed to keep AMC Networks at the forefront of network origination and distribution technology.
AMC Networks Broadcasting & Technology • AMC Networks Broadcasting & Technology is a full-service network programming feed origination and distribution company located in Bethpage, New York, which primarily services most of the national programming networks of the Company. 11 • AMC Networks Broadcasting & Technology consolidates origination and satellite communication functions in a 67,000 square-foot facility designed to keep AMC Networks at the forefront of network origination and distribution technology.
With respect to the acquisition of entertainment programming, such as syndicated programs and movies that are not produced by or specifically for networks, our competitors include national broadcast television networks, local broadcast television stations, other cable programming networks, Internet-based video content distributors, and video-on-demand 17 programs.
With respect to the acquisition of entertainment programming, such as syndicated programs and movies that are not produced by or specifically for networks, our competitors include national broadcast television networks, local broadcast television stations, other cable programming networks, Internet-based video content distributors, and video-on-demand programs.
Our global streaming services consist of AMC+ and our targeted subscription streaming services (Acorn TV, Shudder, Sundance Now, ALLBLK, and HIDIVE). Our AMC Studios operation produces original programming for our programming services and third parties and also licenses programming worldwide. Our film distribution business includes IFC Films, RLJ Entertainment Films and Shudder.
Our streaming services consist of AMC+ and our targeted subscription streaming services (Acorn TV, Shudder, Sundance Now, ALLBLK, and HIDIVE). Our AMC Studios operation produces original programming for our programming services and third parties and also licenses programming worldwide. Our film distribution business includes IFC Films, RLJ Entertainment Films and Shudder.
First, our programming services compete with other programming services to obtain distribution on cable television systems and other multichannel video programming distribution systems, and ultimately for viewing by each distributor's subscribers. Second, our programming services compete with other programming services and other sources of video content, to secure desired entertainment programming.
First, our programming services compete with other programming services to obtain distribution on cable television 14 systems and other multichannel video programming distribution systems, and ultimately for viewing by each distributor's subscribers. Second, our programming services compete with other programming services and other sources of video content, to secure desired entertainment programming.
CALM Act FCC rules require MVPDs to ensure that all commercials comply with specified volume standards, and our distribution agreements generally require us to certify compliance with such standards. 15 Emergency Alert Codes or Attention Signals We may not include emergency alert codes or attention signals, or simulations of them, in our content under any circumstances other than a genuine alert, an authorized test of the emergency alert system, or a permissible public service announcement.
CALM Act FCC rules require MVPDs to ensure that all commercials comply with specified volume standards, and our distribution agreements generally require us to certify compliance with such standards. 13 Emergency Alert Codes or Attention Signals We may not include emergency alert codes or attention signals, or simulations of them, in our content under any circumstances other than a genuine alert, an authorized test of the emergency alert system, or a permissible public service announcement.
We generally do not allow our networks or individual programs on those networks today to be offered by distributors on an a la carte basis.
We generally do not allow our networks or individual programs on those networks to be offered by distributors on an "a la carte" basis.
In certain countries, these regulations include restrictions on types of advertising that can be sold on our networks, programming content requirements, requirements to make programming available on non-discriminatory terms, and local content quotas. 16 COMPETITION Our programming services, consisting of linear networks and streaming services, operate in three highly competitive markets.
In certain countries, these regulations include restrictions on the types of advertising that can be sold on our networks, programming content requirements, requirements to make programming available on non-discriminatory terms and local content quotas. COMPETITION Our programming services, consisting of linear networks and streaming services, operate in three highly competitive markets.
AMC+ streaming service • Launched in 2020, AMC+ is the Company’s premium streaming bundle featuring an extensive lineup of popular and critically acclaimed programming from AMC, BBC AMERICA, IFC and SundanceTV along with full access to targeted streaming services Shudder, Sundance Now and IFC Films Unlimited.
AMC+ streaming service • Launched in 2020, AMC+ is the Company’s premium streaming bundle featuring an extensive lineup of popular and critically acclaimed programming from AMC, BBC AMERICA, IFC and SundanceTV along with full access to targeted streaming services Shudder, Sundance Now and the IFC Films library.
AMC Networks Broadcasting & Technology has 30 plus years of experience across its network services groups, including network origination, affiliate engineering, network transmission, and traffic and scheduling that provide day-to-day delivery of any programming network, in high definition or standard definition.
AMC Networks Broadcasting & Technology has 40 plus years of experience across its network services groups, including network origination, affiliate engineering, network transmission, and traffic and scheduling that provide day-to-day delivery of any programming network, in high definition or standard definition.
The film distribution business also operates IFC Films Unlimited, a subscription streaming service comprised of a broad range of theatrically-released and award winning titles from its distribution labels.
The film distribution business also operates IFC Films Unlimited, a subscription streaming service comprised of a broad range of theatrically-released and award-winning titles from its distribution brands.
For financial information of the Company by operating segment, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations — Consolidated Results of Operations" and Note 23 to the accompanying consolidated financial statements. Domestic Operations Our flagship AMC brand consists of the AMC programming network, AMC+ streaming service and AMC Studios.
For financial information of the Company by operating segment, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations — Consolidated Results of Operations" and Note 20 to the accompanying consolidated financial statements. 6 Domestic Operations Our flagship AMC brand consists of the AMC programming network, AMC+ streaming service and AMC Studios.
AMC Networks International • AMCNI, the international division of the Company, delivers entertaining and acclaimed programming that reaches subscribers in approximately 110 countries and territories around the world, through operational centers in 13 London, Madrid, Budapest, Prague, Miami and Buenos Aires. • AMCNI consists of our global brand, AMC, as well as a portfolio of popular, locally recognized brands delivering programming in a wide range of genres, including sports, film, cooking, lifestyle, crime and investigation, science, documentary and kids. • Our local and regional channels are programmed for local audiences and language, and we develop and license local content that is tailored to individual market tastes. • AMCNI operates a number of joint venture partnerships and managed channel services as well as direct to consumer services. ◦ A joint venture with Paramount International Networks delivers a portfolio of seven entertainment channels which is managed from London, including TRUE CRIME, TRUE CRIME XTRA, LEGEND and LEGEND XTRA (U.K. only) CBS Justice, CBS Europa, and CBS Reality (available outside of the U.K.). ◦ Dreamia, a joint venture with NOS in Portugal, delivers channels including Canal Hollywood, Canal Panda, Panda Kids, Biggs, Blast, Casa e Cozinha, and recently launched the over-the-top ("OTT") application Panda+. • The UK portfolio of channels reaches viewers via the Sky, Virgin Media, Freesat and Freeview platforms and on demand via the WATCH FREE UK player available from Freesat, Freeview and YouView and downloadable via IOS, Android, and all major device/manufacturer stores.
AMC Networks International • AMCNI, the international division of the Company, delivers entertaining and acclaimed programming that reaches subscribers in more than 100 countries and territories around the world, through operational centers in London, Madrid, Budapest, Prague, Warsaw, Miami, Buenos Aires and Mexico City. • AMCNI consists of our global brand, AMC, as well as a portfolio of popular, locally recognized brands delivering programming in a wide range of genres, including sports, film, cooking, lifestyle, crime and investigation, science, documentary and kids. • Our local and regional channels are programmed for local audiences and language, and we develop and license local content that is tailored to individual market tastes. • AMCNI operates a number of joint venture partnerships and managed channel services as well as DTC services. ◦ A joint venture with Paramount International Networks delivers a portfolio of seven entertainment channels which is managed from London, including TRUE CRIME, TRUE CRIME XTRA, LEGEND and LEGEND XTRA (U.K. only) CBS Justice, FILMCAFE, and CBS Reality (available outside of the U.K.). ◦ Dreamia, a joint venture with NOS in Portugal, delivers channels including Canal Hollywood, Canal Panda, Panda Kids, Biggs, Blast, Casa e Cozinha, and recently launched the over-the-top ("OTT") application Panda+. • The UK portfolio of channels reaches viewers via the Sky, Virgin Media, Freesat and Freeview platforms and on demand via the WATCH FREE UK player available from Freesat, Freeview and YouView and downloadable via IOS, Android, and all major device/manufacturer stores.
Closed Captioning Our networks must provide closed-captioning of programming for the hearing impaired, and comply with other regulations designed to make our content more accessible, and we must provide closed captioning on certain video content that we offer on the Internet or through other Internet Protocol distribution methods.
Closed Captioning and Other Accessibility Our networks are required to provide closed-captioning of programming for the hearing impaired, and comply with other regulations designed to make our content more accessible, and we are required to provide closed captioning on certain video content that we offer on the Internet or through other Internet Protocol distribution methods.
SEGMENTS We manage ou r business through the following two operating segments: • Domestic Operations: Includes our five programming networks, our global streaming services, our AMC Studios operation and our film distribution business. Our programming networks are AMC, WE tv, BBC AMERICA, IFC, and SundanceTV.
SEGMENTS We manage ou r business through the following two operating segments: • Domestic Operations: Consists of our five programming networks, our streaming services, our AMC Studios operation and our film distribution business. Our programming networks are AMC, We TV, BBC AMERICA, IFC, and SundanceTV.
The rules, regulations, policies and procedures affecting our businesses are constantly subject to change and increasingly, legislative and regulatory proposals seek to cover all sources of content, including the digital platforms over which we offer content, which may affect our regulatory burdens in the future.
The rules, regulations, policies and procedures affecting our businesses are constantly subject to change and legislative and regulatory proposals increasingly seek to cover all sources of content, including the digital platforms over which we offer content, which has affected and may continue to affect our regulatory burdens.
We must also ensure that our DTC applications can pass through closed captions on content and comply with certain other accessibility requirements. Congress and the FCC periodically consider proposals to enhance that accessibility, and are doing so now. Some of those proposals, if adopted, would increase our obligations substantially.
We must also ensure that our DTC applications can pass through closed captions on content and comply with certain other accessibility requirements. The U.S. Congress and the FCC periodically consider proposals to enhance that accessibility. Some of those proposals, if adopted, would increase our obligations substantially.
We have operated in the entertainment industry for more than 40 years, and over that time we have created targeted and focused video entertainment products that we own and operate and that are powered by distinguished brands, including AMC, AMC+, BBC AMERICA (which we operate through a joint venture with BBC Studios), IFC, SundanceTV, WE tv, Acorn TV, Shudder, Sundance Now, ALLBLK, HIDIVE and IFC Films.
We have operated in the entertainment industry for more than 40 years, and over that time we have created targeted and focused video entertainment products that we own and operate and that are powered by distinguished brands, including AMC, AMC+, BBC AMERICA ("BBCA"), IFC, SundanceTV, We TV, Acorn TV, Shudder, Sundance Now, ALLBLK, HIDIVE and IFC Films.
The series has achieved 100% Fresh ratings on Rotten Tomatoes for each of its first two seasons and has been renewed for season three, expected in 2025. • AMC's film library consists of films that are licensed under long-term contracts with major studios such as Twentieth Century Fox, Warner Bros., Sony, MGM, NBC Universal, Paramount and Buena Vista.
Martin. The series has achieved 100% Fresh ratings on Rotten Tomatoes for each of its first two seasons. • AMC's film library consists of films that are licensed under long-term contracts with major studios such as Warner Bros., Sony, MGM, NBC Universal, Paramount, Lionsgate and Buena Vista.
For example, most states have enacted laws that impose data security and security breach obligations, and new frameworks regulating consumer privacy have recently been established at the state level and overseas, including the European Union's General Data Protection Regulation, or the GDPR, the California Consumer Privacy Act, or as amended, the CCPA and other similar comprehensive privacy laws that have been enacted in other states.
For example, most states have enacted laws that impose data security and security breach obligations, and new frameworks regulating consumer privacy have recently been established at the state level and overseas, including the GDPR, the CCPA, the Video Privacy Protection Act (the "VPPA") and other similar comprehensive privacy laws that have been enacted in other states.
The operating segment also includes AMC Networks Broadcasting & Technology, our technical services business, which primarily services the programming networks. • International and Other: Includes AMCNI, our international programming businesses consisting of a portfolio of channels around the world, and 25/7 Media (formerly Levity), our production services business.
The operating segment also includes AMC Networks Broadcasting & Technology, our technical services business, which primarily services the programming networks. • International: Consists of AMC Networks International ("AMCNI"), our international programming businesses consisting of a portfolio of channels distributed around the world.
In addition, we are embracing an array of new advertising opportunities, including an expanding and robust presence on free ad-supported streaming ("FAST") and advertising video on demand ("AVOD") platforms.
We continue to leverage our high-quality popular content on our networks to optimize our advertising revenue. In addition, we are embracing an array of new advertising opportunities, including an expanding and robust presence on free ad-supported streaming ("FAST") and advertising video on demand ("AVOD") platforms.
We currently have a total of 17 active distinct channels featuring our content, in different configurations, across major FAST platforms, such as Pluto TV, Tubi, Plex, Sling TV and Samsung TV Plus.
We currently have a total of 19 active distinct channels featuring our content, in different configurations, across major FAST platforms, such as Pluto TV, Plex, Sling TV and Samsung TV Plus. Maintain Financial Discipline With Focus on Free Cash Flow .
Competition for Advertising Revenue Our programming networks, and ad-supported streaming services, must compete with other sellers of advertising time and space, including other MVPDs, radio, newspapers, outdoor media and increasing shifts in spending toward online and mobile offerings from more traditional media.
Some of these competitors have exclusive contracts with motion picture studios or independent motion picture distributors or own film libraries. 15 Competition for Advertising Revenue Our programming networks, and ad-supported streaming services, must compete with other sellers of advertising time and space, including other MVPDs, radio, newspapers, outdoor media and increasing shifts in spending toward online and mobile offerings from more traditional media.
Internationally, we deliver programming that reaches subscribers in approximately 110 countries and territories around the world. The international division of the Company, AMC Networks International ("AMCNI"), consists of our premier AMC global brand as well as a portfolio of popular, locally recognized brands delivering programming in a wide range of genres.
The international division of the Company, AMC Networks International ("AMCNI"), consists of our premier AMC global brand as well as a portfolio of popular, locally recognized brands delivering programming in a wide range of genres.
These carriage laws may reduce the amount of channel space that is available for carriage of our networks by cable television systems and DBS operators, or the amount of programming funds that cable and DBS operators have available for carriage of our networks. Website Requirements We maintain various websites that provide information regarding our businesses and offer content for sale.
These carriage laws may reduce the amount of channel space that is available for carriage of our networks by cable television systems and DBS operators, or the amount of programming funds that cable and DBS operators have available for carriage of our networks.
The operation of these websites may be subject to a range of federal, state and local laws such as privacy, data security, accessibility, child safety, oversight of user-generated content, and consumer protection regulations.
Website and Streaming Service Requirements We maintain various websites that provide information regarding our businesses and offer content for sale. The operation of these websites may be subject to a range of federal, state and local laws such as privacy, data security, accessibility, child safety, oversight of user-generated content, and consumer protection regulations.
Originals include the Emmy-nominated Cooper’s Bar starring Rhea Seahorn, and SisterS starring Sarah Goldberg. • The network’s slate includes a mix of fan favorite movies and classic television comedies. • IFC's programming also includes films from various film distributors, including Fox, Miramax, Sony, Lionsgate, Universal, Paramount and Warner Bros. 10 • As of December 31, 2023, SundanceTV reached approximately 54 million Nielsen subscribers and had distribution agreements with all major U.S. distributors. • SundanceTV launched in 1996 and is committed to the mission of celebrating creativity and distinctive storytelling and classic movies. • SundanceTV attracts viewer and critical acclaim for its original unscripted programming, including Off Script with The Hollywood Reporter featuring the entertainment industry’s leading talents, and the True Crime Story franchise featuring It Couldn’t Happen Here from Hilarie Burton Morgan.
Originals include the Emmy-nominated Cooper’s Bar starring Rhea Seahorn, In the Kitchen with Harry Hamlin , and SisterS starring Sarah Goldberg. • IFC's slate includes a mix of fan favorite movies and popular television comedies ranging from Two and a Half Men and Everybody Loves Raymond to classic TV favorites such as Gilligan’s Island and Sanford and Son. • As of December 31, 2024, SundanceTV reached approximately 49 million subscribers (1) and had distribution agreements with all major U.S. distributors. • SundanceTV launched in 1996 and is committed to the mission of celebrating creativity, distinctive storytelling and iconic films. • SundanceTV attracts viewer and critical acclaim for its original unscripted programming, including Off Script with The Hollywood Reporter featuring the entertainment industry’s leading talents, the True Crime Story franchise featuring Smugshot and It Couldn’t Happen Here from Hilarie Burton Morgan, and new limited series such as 2024’s The Tailor of Sin City.
Our key human capital management objectives are to invest in and support our employees so that we have the ability to attract, develop and retain a high performing and diverse workforce. Talent The Company employed approximately 1,900 employees as of December 31, 2023.
Our human capital management objectives are to invest in and support our employees so that we are able to attract, develop, motivate and retain a high performing workforce. As of December 31, 2024, our global workforce included approximately 1,800 employees.
In addition, the FCC from time to time considers whether some or all websites offering video programming should be considered MVPDs and regulated as such, which would increase our regulatory costs and obligations substantially. Other Regulation The FCC also imposes rules that may impact us regarding a variety of issues such as advertising in children's television, and telemarketing.
In addition, the FCC from time to time considers whether some or all websites or DTC applications offering video programming should be considered MVPDs and regulated as such, which would increase our regulatory costs and obligations substantially.
These factual programs analyze authentic criminal cases predominantly from the U.K. and the United States through firsthand interviews, archive footage and key evidence. 14 • Jim Jam is a pre-school kids channel focused on education, providing a stimulating, engaging and safe environment for 2-5 year olds and contributing to their social, intellectual, and emotional development by providing learning through fun. • Popular content includes Bob The Builder , Fireman Sam , Thomas and Friends and Pettson and Findus . • Jim Jam is available in over 60 EMEA countries. • Canal Hollywood is one of the leading pay-TV film channels in Spain and Portugal, offering a wide selection of movies produced by major U.S. studios. • Genres include comedy, drama, thriller, western, musical, and science fiction and the industry’s biggest stars. • The channel began broadcasting in 1993 and is distributed on all pay-TV platforms in Spain and Portugal, reaching more than 10 million households. • Sports 1 & Sports 2 are basic cable channels in our core Central European territories. • The channels broadcast European football, European Handball, NBA and ice hockey among other live sports events.
Its mission is to reunite family and friends around the table to make memorable life experiences. • Launched over two decades ago, El Gourmet offers 100% of its content in Spanish, with over 75% original productions and more than 200 episodes premiering each year, showcasing some of the greatest celebrity cooks of this region. 12 • Jim Jam is a pre-school kids channel focused on education, providing a stimulating, engaging and safe environment for 2-5 year olds and contributing to their social, intellectual, and emotional development by providing learning through fun. • Popular content includes Bing , Fireman Sam , Thomas and Friends and Caillou . • Jim Jam is available in over 60 EMEA countries. • Canal Hollywood is one of the leading pay-TV film channels in Spain and Portugal, offering a wide selection of movies produced by major U.S. studios. • Genres include comedy, drama, thriller, western, musical, and science fiction and the industry’s biggest stars. • Sports 1 & Sports 2 are basic cable channels in our core Central European territories. • The channels broadcast European football, European Handball, NBA and ice hockey among other live sports events.
As part of our strategy, we are aiming to expand distribution of our services and content in order to increase our total addressable market.
As part of our strategy, we are aiming to expand distribution of our services and content in order to increase our total addressable market. Our targeted streaming strategy is to serve distinct audiences and build loyal and engaged fan communities around each service.
AMC Networks also operates a film distribution business that distributes independent narrative and documentary films under three distinct film brands: IFC Films, RLJ Entertainment Films ("RLJE Films") and Shudder.
AMC Networks also operates a film distribution business that distributes independent narrative and documentary films under three distinct film brands: IFC Films, RLJ Entertainment Films ("RLJE Films") and Shudder. The film distribution business also operates IFC Films Unlimited, a subscription streaming service comprised of a broad range of theatrically-released and award winning titles from its distribution labels.
In 2023, we matched donations from more than 250 employees in support of more than 240 causes on our online giving and volunteering platform, Give Back at AMCN. Through the platform, employees can research and learn about organizations doing important and difference-making work and make personal charitable donations, which includes an annual company match.
In 2024, we matched employee donations in support of hundreds of causes on our online giving and volunteering platform, Give Back at AMCN. Through the platform, employees can research charitable organizations and make personal donations, which the Company matches.
While offerings vary by location, they generally include: employee and family medical, dental and vision coverage; life and disability insurance coverage; adoption assistance; backup child/elder care; child care resources; college planning; domestic partner coverage; domestic partner tax equalization; gender confirmation surgery; employee assistance programs; financial planning seminars and identity theft protection.
While offerings vary by location, in the U.S. they generally include: employee and family medical, dental and vision coverage; life and disability insurance coverage; family resources, such as adoption assistance, child/elder care, and college planning; retirement savings with a company match; identity theft protection; and employee assistance programs.
We aim to retain our talent by emphasizing our competitive rewards; offering opportunities that support employees both personally and professionally; and our commitment to fostering a positive, inclusive and collaborative corporate culture.
We aim to recruit and retain top talent that reflects the communities where we live and work and the audiences who engage with our content by emphasizing our competitive rewards; offering opportunities that support employees both personally and professionally; promoting continuous learning and development at all levels; and through our commitment to fostering a positive, inclusive and collaborative corporate culture.
We assess employee sentiment through a global employee engagement survey to identify what we are doing well and what opportunities and challenges we need to address in the coming year. Our benefit offerings are designed to meet the range of needs of our diverse workforce and support the health, finance, and well-being of employees.
We assess employee sentiment annually through a global employee engagement survey to identify what we are doing well and what opportunities and challenges we should address in the coming year.
In addition to its deep and diverse catalog, HIDIVE offers first-run simulcasts of the best new anime at or near the same time as their Japanese broadcast, which in 2023 included the global hit series Oshi no Ko and The Eminence in Shadow . • HIDIVE is currently available in the U.S. and Canada as well as key overseas markets including the U.K., Ireland, Australia, and New Zealand.
In addition to its deep and diverse catalog, HIDIVE offers first-run simulcasts of the best new anime at or near the same time as their Japanese broadcast, which in 2024 included the global hit series 【OSHI NO KO】 Season 2, I Parry Everything!, Chained Soldier, and Loner Life in Another World, among others. • HIDIVE is currently available in the U.S. and Canada as well as key overseas markets including the U.K., Ireland, Australia, and New Zealand. • AMC Networks’ subsidiary Sentai Holdings, LLC (“Sentai”) is a leading global acquirer, producer and supplier of anime content that it distributes through its affiliates including HIDIVE, The Anime Network and Sentai Filmworks, as well as select commercial partners.
International and Other Our International and Other segment includes the operations of AMCNI and included 25/7 Media until its sale on December 29, 2023. As described below, AMCNI operates a portfolio of channels centered around the flagship AMC channel and local channels supported by local production in the U.K., Latin America, and parts of Europe.
International AMCNI, consisting of our international programming businesses, operates a portfolio of channels centered around the flagship AMC channel and local channels supported by local production in the U.K., Latin America, and parts of Europe.
Programming businesses are also subject to regulation by regulators in the countries in which they operate, as well as international bodies, such as the European Union.
Other Regulation The FCC also imposes rules that may impact us regarding a variety of issues such as advertising in children's television and telemarketing. Programming businesses are also subject to regulation by regulators in the countries in which they operate, as well as international bodies, such as the European Union.
The IFC Films brand is known for being a home to independent and auteur focused films, attracting high-profile talent and filmmakers.
Film Distribution AMC Networks also operates a film business that distributes movies under three very distinct brands: IFC Films, RLJ Entertainment Films and Shudder. The IFC Films brand is known for being a home to independent and auteur focused films, attracting high-profile talent and filmmakers.
Giving and social impact programs and initiatives are an important part of our culture because at AMC Networks we want to be a source for positive change in the communities where we live and work. Through philanthropic efforts, community outreach and strong and lasting partnerships, we support causes aimed at advancing a culture of inclusivity and amplifying everyone’s voice.
Additionally, we celebrate the diversity of our audiences through our ongoing heritage month collections. Community & Social Impact Giving and social impact programs and initiatives are an important part of our culture. Through philanthropic efforts, local outreach and partnerships, we support causes aimed at making a difference in the communities where we live and work.
Its content library includes fan favorites Mad Men, Interview with the Vampire, Killing Eve, The Killing, A Discovery of Witches, Halt & Catch Fire, Hell on Wheels, Turn: Washington’s Spies, The Terror, Orphan Black, Rectify, Portlandia, Gangs of London and series from The Walking Dead Universe , among many others. • In 2023, AMC+ successfully launched two new installments in the popular The Walking Dead Universe franchise – The Walking Dead: Dead City and The Walking Dead: Daryl Dixon – and concluded the original spin-off Fear The Walking Dead after eight highly-rated seasons.
Its content library includes fan favorites Mad Men, Interview with the Vampire, Killing Eve, The Killing, A Discovery of Witches, Halt & Catch Fire, Hell on Wheels, Turn: Washington’s Spies, The Terror, Into the Badlands, Preacher, Orphan Black, Rectify, Portlandia, Gangs of London and series from The Walking Dead Universe , among many others. • In 2024, AMC+ continued to grow the popular The Walking Dead Universe franchise with two new installments, including the record-setting The Walking Dead: The Ones Who Live as well as the second season of the acclaimed The Walking Dead: Daryl Dixon titled The Book of Carol , and expanded its identity as a destination for fans with the celebrated second season of Anne Rice’s Interview with the Vampire , and the long-awaited final season of Snowpiercer .
As we assess the optimal level and mix of programming across our platforms, we will prioritize curation to provide compelling offerings that aim at maximizing subscriber engagement and retention. We have launched several of our services, most notably AMC+, Acorn TV, Shudder and HIDIVE, in key international markets, including Canada, parts of Europe, Australia and New Zealand.
We have launched several of our services, most notably AMC+, Acorn TV, Shudder and HIDIVE, in key international markets, including Canada, parts of Europe, Australia and New Zealand. We will continue to be opportunistic in determining the most optimal monetization strategy for new international markets. Growth and Innovation in Advertising and Advertising Technologies .
The network has attracted wide critical acclaim for its influential series, including 2023’s Happy Valley – appearing on many influential television critics’ year-end "Best Of" lists, and award-winning natural history programming from the BBC.
The network has attracted wide critical acclaim for its award-winning natural history programming from the BBC.
Our network, streaming and show brands have developed strong, dedicated followings within their respective targeted demographics, increasing their value to our key constituents. Through our AMC Studios in-house studio, production and distribution operation, we own and control a significant portion of the original scripted series that we deliver to viewers on our linear and streaming platforms.
Through our AMC Studios in-house studio, production and distribution operation, we own and control a significant portion of the original scripted series that we deliver to viewers on our linear and streaming platforms. Our ability to produce and own high quality content has provided us with the opportunity to license our owned content to leading third-party platforms.
Other initiatives to foster community and social impact include paid time off for full-time employees for Juneteenth, Veterans Day, an annual floating holiday and a volunteer day of their choice. AVAILABLE INFORMATION Our corporate website is http://www.amcnetworks.com and the investor relations section of our website is located at http://investors.amcnetworks.com.
To help foster further community impact, the Company also provides every employee with annual time off to volunteer in support of charitable organizations. AVAILABLE INFORMATION Our corporate website is http://www.amcnetworks.com and the investor relations section of our website is located at http://investors.amcnetworks.com.
IFC Films is a leader in progressive windowing strategies and pioneered the “day and date” model to maximize revenue and marketing effectiveness. • In its history, IFC Films has distributed over 1,000 films with a robust library which currently consists of over 800 films. • IFC Films is known for its fostering approach to filmmakers, distributing the early films of directors such as Christopher Nolan, Greta Gerwig, Barry Jenkins, Alfonso Cuaron and Richard Linklater. • Notable 2023 releases include the Oscar shortlisted international film The Taste of Things ; box office hit Skinamarink ; Lakota Nation vs.
Each brand has a distinct approach while complementing one another - each synonymous with quality and commercial content, consistently debuting the next generation of distinguished filmmakers. • IFC Films is a leading distributor of high-quality, talent-driven independent films, which included 17 new releases in 2024. • IFC Films is a leader in progressive windowing strategies and pioneered the “day and date” model to maximize revenue and marketing effectiveness. • IFC Films is known for its fostering approach to filmmakers, distributing the early films of directors such as Christopher Nolan, Greta Gerwig, Barry Jenkins, Alfonso Cuaron and Richard Linklater. • Notable 2024 releases include the Oscar shortlisted international films The Taste of Things and Memoir of a Snail ; Shudder’s Late Night with the Devil and Oddity ; and RLJE Films’ Arcadian and Little Bites , among others.
As of December 31, 2023, AMC reached approximately 65 million Nielsen subscribers and had distribution agreements with all major U.S. and Canada distributors. • In 2023, AMC expanded The Walking Dead Universe franchise with the premiere of two new series: The Walking Dead: Dead City and The Walking Dead: Daryl Dixon , featuring some of the most popular characters from The Walking Dead , the highest-rated series in cable television history, which ended in late 2022.
As of December 31, 2024, AMC reached approximately 60 million subscribers (1) and had distribution agreements with all major United States ("U.S.") and Canada distributors. • In 2024, AMC continued to expand The Walking Dead Universe franchise with the premiere of The Walking Dead: The Ones Who Live , featuring the iconic characters Rick and Michonne from the original series.
Our ability to produce and own high quality content has provided us with the opportunity to license our owned content to leading third-party platforms. Our owned content as well as the content that we license is distributed domestically and internationally across linear networks, digital streaming services, home video and syndication.
Our owned content as well as the content that we license is distributed domestically and internationally across linear networks, digital streaming services, home video and syndication. Internationally, we deliver programming that reaches subscribers in more than 100 countries and territories around the world.
Shudder operates the highest profile, horror-focused streaming service in the United States, and has become the prime destination for audiences to discover trend-setting filmmakers in the horror landscape. Shudder provides a curated experience that platforms fan-favorite classics to contemporary genre hits and has established a dedicated and devout fanbase with a tremendous allegiance for the brand.
RLJ Entertainment Films is a market leader in acquiring tentpole and cast-driven genre content with an eye towards broad commercial appeal. Shudder operates the highest profile, horror-focused streaming service in the United States, and has become the prime destination for audiences to discover trend-setting filmmakers in the horror landscape.
AMC Studios • AMC Studios is AMC Networks’ in-house production and distribution operation which launched in 2010 with The Walking Dead , the highest-rated show in cable television history. • Since then, AMC Studios has produced several critically acclaimed, award-winning and culturally distinctive originals for AMC Networks’ suite of channels and services including Anne Rice’s Interview with the Vampire , Anne Rice’s Mayfair Witches , Dark Winds , The Walking Dead: Dead City, The Walking Dead: Daryl Dixon, Fear the Walking Dead , Halt and Catch Fire , The Terror anthology, Preacher , and the Peabody Award-winning Rectify , as well as unscripted series Ride with Norman Reedus and James Cameron’s Story of Science Fiction . • Upcoming AMC Studios series include T he Walking Dead: The Ones Who Live , Parish , Orphan Black: Echoes , and The Terror: Devil in Silver for AMC and AMC+.
AMC+ also continued its legacy of producing new critically-acclaimed dramas with Monsieur Spade starring Clive Owen, the propulsive crime drama Parish starring Breaking Bad ’s Giancarlo Esposito, as well as featuring a slate of premium films in partnership with IFC Films including Palme d’Or nominee The Taste of Things and the National Board of Review winner Ghostlight. • AMC+ is available to subscribers through either ad-supported or commercial free plans through our direct-to consumer ("DTC") applications, as well as through multi-channel video programming distributors ("MVPDs") and virtual MVPDs, and digital streaming platforms such as Amazon Prime Video Channels, Apple TV Channels and The Roku Channel. • AMC+ is currently available in several international markets including Canada, Spain, Australia and New Zealand. 1 Estimated U.S. subscribers as measured by Nielsen 7 AMC Studios • AMC Studios is AMC Networks’ in-house production and distribution operation which launched in 2010 with The Walking Dead , the highest-rated show on cable television so far. • Since then, AMC Studios has produced several critically acclaimed, award-winning and culturally distinctive originals for AMC Networks’ suite of channels and services including Anne Rice’s Interview with the Vampire , Anne Rice’s Mayfair Witches , Dark Winds , The Walking Dead: Dead City, The Walking Dead: Daryl Dixon, Fear the Walking Dead , Halt and Catch Fire , The Terror anthology, Preacher , and the Peabody Award-winning Rectify , as well as unscripted series Ride with Norman Reedus and James Cameron’s Story of Science Fiction . • Upcoming AMC Studios series include Anne Rice’s Talamasca: The Secret Order , and The Terror: Devil in Silver for AMC and AMC+.
In 2023 the network brought viewers F rozen Planet II , the sequel to the four-time Emmy®-winning series Frozen Planet and the epic Planet Earth III , narrated by the legendary Sir David Attenborough. • Orphan Black: Echoes , the spinoff from the Emmy Award-winning original series Orphan Black , is slated to premiere in 2024. • As of December 31, 2023, IFC reached approximately 56 million Nielsen subscribers and had distribution agreements with all major U.S. distributors. • IFC is the home of offbeat, unexpected comedies.
In 2024, BBCA brought viewers a new landmark series narrated by Sir David Attenborough Planet Earth: Mammals from the award-winning BBC Natural History Unit, with the next landmark, Planet Earth: Asia , planned for 2025. • BBCA is also the home of The Graham Norton Show , a popular United Kingdom ("U.K.") late night talk show with a lineup of celebrity guests. 1 Estimated U.S. subscribers as measured by Nielsen 8 • As of December 31, 2024, IFC reached approximately 52 million subscribers (1) and had distribution agreements with all major U.S. distributors. • IFC is the home of offbeat, unexpected comedies.
Both series were quickly renewed for second seasons, which are expected to appear in 2024. • AMC also presented the second season of Dark Winds , “perhaps the most ambitious Native-led TV show ever made,” according to The Hollywood Reporter, starring Zahn McClarnon and executive produced by Robert Redford and George R.R. Martin.
Both The Walking Dead: Daryl Dixon and another spin-off in The Walking Dead Universe, The Walking Dead: Dead City, will return for new seasons in 2025. • In 2024, AMC brought viewers the popular and critically acclaimed second season of Anne Rice’s Interview with the Vampire, the first series in a burgeoning Anne Rice Immortal Universe, and announced a new series set to premiere in late 2025 called Anne Rice’s Talamasca: The Secret Order after kicking 2025 off with a second season of Anne Rice’s Mayfair Witches . • In 2025, AMC is set to present the third season of Dark Winds , “perhaps the most ambitious Native-led TV show ever made,” according to The Hollywood Reporter, starring Zahn McClarnon and executive produced by Robert Redford and George R.R.
Our targeted streaming strategy is to serve distinct audiences and build loyal and engaged fan communities around each service. With our targeted approach, we are serving audiences with streaming offerings that are companions to (rather than competitive with) the larger general entertainment streaming services.
With our targeted approach, we are serving audiences with streaming offerings that are companions to (rather than competitive with) the larger general entertainment streaming services. As we assess the optimal level and mix of programming 5 across our platforms, we will prioritize curation to provide compelling offerings that aim at maximizing subscriber engagement and retention.
HUMAN CAPITAL RESOURCES At AMC Networks we are passionate about telling quality authentic stories that connect with audiences in meaningful ways and that stand out within a crowded landscape. We believe the strength of our workforce is one of the significant contributors to our success.
HUMAN CAPITAL RESOURCES We are passionate about creating and curating celebrated series and films across distinct brands that connect with passionate fans and audiences in meaningful ways. We believe the key to our success and our ability to engage audiences in this way lies in the strength of our people and our culture.
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Our distinctive, critically-acclaimed content spans multiple genres, including drama, documentary, comedy, reality, anime, anthology, feature film and short form. Our content and our brands are well known and well regarded by our key constituents — our viewers and subscribers as well as distributors and advertisers.
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In January 2024, the Company updated the name of its previously titled "International and Other" operating segment to "International" due to the divestiture of the 25/7 Media production services business on December 29, 2023, which was the sole component of the operating segment that comprised “Other.” This update did not constitute a change in segment reporting, but rather an update in name only.
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The IFC Films brand in particular is known for attracting high-profile talent and distributing films that regularly garner critical acclaim and industry honors, including numerous Academy Award, Golden Globe, and Cannes Film Festival Award winning titles, and has been behind some of the most culturally impactful and successful independent film and documentary releases of all time.
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Prior period segment information contained in this report for the "International" operating segment includes the results of the 25/7 Media production services business through the date of divestiture.
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AMC Networks’ wholly-owned or majority-controlled library includes more than 7,500 episodes and nearly 1,500 films, as well as more than 20,000 episodes of highly localized unscripted lifestyle content from our AMCNI business.
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The Walking Dead: The Ones Who Live was a fan-favorite sensation that quickly became the most watched series on AMC+ so far. Also in 2024, AMC brought viewers the second season in another popular spin-off in The Walking Dead Universe, The Walking Dead: Daryl Dixon, titled The Book of Carol .
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In addition, we have storied titles and brands known to global audiences, such as The Walking Dead and the Anne Rice catalog, and we own a majority interest in the Agatha Christie library. 5 By leveraging our library of titles and original content, we are able to enrich the content mix across all of our linear and streaming platforms.
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AMC Studios also produced Sanctuary: A Witch's Tale for Sundance Now, which premiered in January 2024. • In addition to producing series for AMC Networks suite of channels, AMC Studios is an executive producer of the hit series SILO for Apple TV+.
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As content licensing deals with third parties expire, hundreds of hours of our popular and acclaimed shows and films become exclusive content in our owned and controlled library, which we can then utilize across our various services or re-license to third parties, including critically acclaimed hit series, such as Halt and Catch Fire, Turn: Washington’s Spies , and Rectify , as well as all 11 seasons of The Walking Dead and all eight seasons of Fear the Walking Dead to be discovered and rediscovered by viewers and subscribers, driving growth and value across our portfolio.
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Our streaming services, including AMC+ and the following targeted services, ended 2024 with approximately 12.4 million aggregate paid streaming subscribers 2 . • Acorn TV is North America’s largest streaming service specializing in premium British and international mysteries and dramas from around the world. • Acorn TV’s 2024 programming slate featured new seasons of exclusive original series including the long-running detective drama The Brokenwood Mysteries , Dalgliesh based on the bestselling novels by PD James, British crime drama Whitstable Pearl , the Italian set Signora Volpe starring Emilia Fox, Harry Wild starring and executive produced by Emmy and Golden Globe winner Jane Seymour, the New Zealand set My Life Is Murder starring Lucy Lawless, and new breakout series Inspector Ellis starring Olivier Award winner Sharon D Clarke, among others. • In 2024, Acorn TV also went into production on two new series filming in Ireland: Irish Blood , starring and executive produced by Alicia Silverstone; and Art Detectives starring True Blood ’s Stephen Moyer.
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To that end, we have partnerships with all major streaming services and digital platforms, including Netflix, Hulu, Apple TV, Amazon Prime and Roku, to make our content available on various platforms permitting subscribers to access programs at their convenience, including electronic-sell-through ("EST") and physical (DVD and Blu-ray) formats.
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The new series Murder Before Evensong was also greenlit, which is based on the first novel in the Sunday Times best-selling series by British author the Reverend Richard Coles and starring Matthew Lewis of the Harry Potter franchise. 1 Estimated U.S. subscribers as measured by Nielsen 2 A paid subscription is defined as a subscription to a direct-to-consumer service or a subscription received through distributor arrangements, in which we receive a fee for the distribution of our streaming services. 9 • Long-running fan favorite hit series returning in 2025 include Midsomer Murders, The Chelsea Detective, Murdoch Mysteries , and The Madame Blanc Mysteries , along with international favorites such as Darby and Joan set in the Australian outback and the South African production Recipes for Love & Murder . • Acorn TV is currently available in key international markets including Canada, the U.K., Australia, New Zealand, and parts of Europe. • Called “one of the best streaming services in the world” by RogerEbert.com, Shudder offers a premium selection in genre entertainment covering horror, thrillers and the supernatural, bringing subscribers Hollywood favorites, cult classics, original series, and a critically acclaimed slate of new and exclusive genre films. • 2024 programming highlights included such critic and audience hits as In A Violent Nature , Late Night with the Devil , Oddity, Baghead, Infested, Stopmotion, You’ll Never Find Me , Azrael , V/H/S/Beyond and the Nicolas Cage feature Arcadian , among many others. • Shudder’s annual programming events included “Halfway to Halloween,” a month-long event featuring new movies, series and specials including a new season of The Last Drive-In with Joe Bob Briggs and Shudder’s #1 movie premiere so far Late Night with the Devil.
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We also have agreements with traditional MVPDs, such as Comcast, Charter, DirectTV, Dish, Verizon and Cox, and virtual MVPDs, such as Philo, YouTube TV, Sling and DirectTV Stream, as well as Connected TV solutions including Samsung Smart TV, Vizio, LG and XumoTV. We aim to provide similar content across our traditional and streaming offerings.
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Shudder also featured a super-sized new “Season of Screams” stunt, a three-month programming event surrounding Halloween featuring live events, watch parties and new releases every week, including the return of the fan-favorite found footage franchise V/H/S with its most watched installment yet V/H/S/Beyond , a new season of the popular reality competition series The Boulet Brothers’ Dragula , and the series premiere of Mark Duplass’s latest iteration of his cult Creep franchise with the six-part anthology series The Creep Tapes. • Shudder is currently available in several international markets including Canada, the U.K., Ireland, Australia and New Zealand. • Sundance Now offers a rich selection of engrossing dramas, imaginative fantasy, gripping mysteries and true crime, riveting documentaries and intelligent thrillers from gifted storytellers around the world. • In 2024, the service debuted a strong slate of both original and acquired series, including The Long Shadow featuring David Morrissey and Toby Jones, Black Snow starring Travis Fimmel, Fifteen-Love featuring Aidan Turner, White Lies starring Natalie Dormer, The Newsreader with Sam Reid and Anna Torv, and a trio of fan favorite supernatural dramas Sanctuary: A Witch’s Tale , Domino Day: Lone Witch and Midwich Cuckoos: Village of the Damned . • Sundance Now also houses a critically-acclaimed and award-winning library, including popular supernatural drama A Discovery of Witches , multi-Emmy winner State of the Union , glamorous international thriller Riviera, celebrated Norwegian Noir Wisting starring Carrie-Anne Moss , and Palme d’Or nominee The Taste of Things , among many other independent films and series. • ALLBLK is focused on content from the Black perspective utilizing but not limited to Black creators, storytellers, cast and crew.
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We will continue to be opportunistic in determining the most optimal monetization strategy for new international markets. Growth and Innovation in Advertising and Advertising Technologies . We continue to leverage our high-quality popular content on our networks to optimize our advertising revenue.
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An invitation to a world of streaming entertainment that is inclusively, but unapologetically – Black. • Featuring a diverse lineup of content that spans genres and generations, ALLBLK premiered several new series, films and specials in 2024, including the final season of long running hit series Double Cross , new seasons of fan favorite series Kold & Windy and Wicked City ; popular original films Lunar Lockdown , The Influencer and The Match ; and hit comedy special Gary “G Thang” Johnson: Sitcho Ass Down . • ALLBLK is also the streaming home for We TV’s engaging slate of unscripted originals, including celebrity docuseries such as Toya & Reginae, The Braxtons and Tia Mowry: My Next Act , breakout reality competition series 10 Deb’s House featuring Hip Hop pioneer and mogul Debra Antney, and the wildly popular Love After Lockup franchise. • ALLBLK greenlit and completed production on hitman series Wild Rose , created by and starring R&B sensation Omarion, and the highly anticipated original film Operation: Aunties directed by Wendy Raquel Robinson and starring Martin ’s Tisha Campbell. • HIDIVE LLC (“HIDIVE”) operates an anime-focused streaming service offering a robust library of entertainment that includes television series, movies, and original video animations in both subtitled and dubbed audio formats.
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We have increased the value of our linear and digital advertising inventory by establishing a leadership position in advanced advertising technologies, including addressable advertising and programmatic buying - including the industry’s first deployment of programmatic buying on linear television through our Audience+ platform – to make it easier for a wider variety of advertisers to partner with us and to make the impressions they buy smarter and more effective.
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We believe that our relations with labor unions and our employees are generally good. Some examples of our human resources programs and initiatives are described below. Employee Attraction, Retention and Training Our Company has a proud legacy as the home to many of the greatest stories and characters in the history of TV and film.
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We have seen the number of advertisers utilizing these tools increase and our targeted audience advertising sales have grown as a result. In addition to our own initiatives, we are also participating in broader industry efforts focused on expanding the availability of addressable advertising.
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Health, Financial, Family and Well-being Benefits Our benefit offerings are designed to meet the range of needs of our global workforce and support the health, finance and well-being of our employees.
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Although advertising revenue has declined in recent years, and we expect advertising revenue to continue to decline as the advertising market gravitates toward other distribution platforms, we believe that, in the mid and long-term, our products enhance our value to advertisers through better targeting, data and measurement and we believe they will contribute to growth of our overall business.
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Compensation Our approach to compensation is to pay for performance, encouraging and rewarding employees who deliver on our short- and long-term objectives. We aim to pay competitively to market across departments, levels and geographies to ensure equitable compensation, by applying our compensation policies consistently among our employees.
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We continue to create opportunities for leading consumer brands to leverage the strength of our content and our proven ability to build and engage large, vibrant and passionate fan communities around our shows and franchises.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor example, it could: • increase our vulnerability to general adverse economic and industry conditions; • require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future programming investments, capital expenditures, working capital, business activities and other general corporate requirements; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • place us at a competitive disadvantage compared with our competitors; and • limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity.
Biggest changeFor example, it could: • increase our vulnerability to general adverse economic and industry conditions because, during periods in which we experience lower earnings and cash flow, we will be required to devote a proportionally greater amount of our cash flow to paying interest and principal on our debt; • require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future programming investments, capital expenditures, working capital, business activities and other general corporate requirements; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate because our available cash flow after paying interest and principal payments on our debt may not be sufficient to make the capital and other expenditures necessary to address these changes; • place us at a competitive disadvantage compared with our relatively less leveraged competitors that have more cash flow available to fund working capital, capital expenditures, acquisitions, share repurchases, dividend payments and general corporate requirements; • limit our ability to borrow additional funds in the future to fund working capital, capital expenditures, acquisitions and general corporate requirements, even when necessary to maintain adequate liquidity; • make it more difficult for us to satisfy our financial obligations, including obligations with respect to our outstanding indebtedness, or to refinance our indebtedness on terms acceptable to us or at all; and • make it more difficult for us to satisfy financial ratio tests that are applicable under the agreements governing our outstanding indebtedness.
Risks Relating to Our Business Our business depends on the appeal of our programming to our U.S. and international viewers and our distributors, which is often unpredictable and volatile. Our business depends upon viewer preferences and audience acceptance in the United States and internationally of the programming on our networks.
Risks Relating to Our Business Our business depends on the appeal of our programming to our U.S. and international viewers and our distributors, which is often unpredictable and volatile. Our business depends upon viewer preferences and audience acceptance of the programming on our networks in the United States and internationally.
Failure to renew distribution agreements, or renewal on less favorable terms (including with respect to price, packaging, positioning and other marketing opportunities), or the termination of distribution agreements could have a material adverse effect on our results of operations .
Failure to renew distribution agreements, renewal on less favorable terms (including with respect to price, packaging, positioning and other marketing opportunities) or the termination of distribution agreements could have a material adverse effect on our results of operations .
Our efforts to attract and retain streaming subscribers may not be successful, which may adversely affect our business Our ability to attract subscribers depends in part on our ability to consistently provide compelling content choices, effectively market our streaming services, as well as provide a quality experience for subscribers.
Our efforts to attract and retain streaming subscribers may not be successful, which may adversely affect our business Our ability to attract and retain subscribers depends in part on our ability to consistently provide compelling content choices, effectively market our streaming services, as well as provide a quality experience for subscribers.
Any significant interruption at any of our technology facilities affecting the distribution of our programming, or any failure in satellite transmission of our programming signals, could have an adverse effect on our operating results and financial condition. The loss of any of our key personnel and artistic talent could adversely affect our business.
Any significant interruption at any of our technology facilities affecting the distribution of our programming, or any failure in satellite transmission of our programming signals, could have an adverse effect on our operating results and financial condition. The loss of any of our key personnel or artistic talent could adversely affect our business.
Any acquisitions and strategic investments that we are able to identify and complete may be accompanied by a number of risks, including: • the difficulty of assimilating the operations and personnel of acquired companies into our operations; • the potential disruption of our ongoing business and distraction of management; • the incurrence of additional operating losses and operating expenses of the businesses we acquired or in which we invested; • the difficulty of integrating acquired technology and rights into our services and unanticipated expenses related to such integration; • the failure to successfully further develop an acquired business or technology and any resulting impairment of amounts currently capitalized as intangible assets; • the failure of strategic investments to perform as expected or to meet financial projections; • the potential for patent and trademark infringement and data privacy and security claims against the acquired companies, or companies in which we have invested; • litigation or other claims in connection with acquisitions, acquired companies, or companies in which we have invested; • the impairment or loss of relationships with customers and partners of the companies we acquired or in which we invested or with our customers and partners as a result of the integration of acquired operations; 29 • the impairment of relationships with, or failure to retain, employees of acquired companies or our existing employees as a result of integration of new personnel; • the difficulty of integrating operations, systems, and controls as a result of cultural, regulatory, systems, and operational differences; • the performance of management of companies in which we invest but do not control; • in the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries; and • the impact of known potential liabilities or liabilities that may be unknown, including as a result of inadequate internal controls, associated with the companies we acquired or in which we invested.
Any acquisitions and strategic investments that we are able to identify and complete may be accompanied by a number of risks, including: • the difficulty of assimilating the operations and personnel of acquired companies into our operations; • the potential disruption of our ongoing business and distraction of management; • the incurrence of additional operating losses and operating expenses of the businesses we acquired or in which we invested; • the difficulty of integrating acquired technology and rights into our services and unanticipated expenses related to such integration; • the failure to successfully further develop an acquired business or technology and any resulting impairment of amounts currently capitalized as intangible assets; • the failure of strategic investments to perform as expected or to meet financial projections; • the potential for patent and trademark infringement and data privacy and security claims against the acquired companies, or companies in which we have invested; 29 • litigation or other claims in connection with acquisitions, acquired companies, or companies in which we have invested; • the impairment or loss of relationships with customers and partners of the companies we acquired or in which we invested or with our customers and partners as a result of the integration of acquired operations; • the impairment of relationships with, or failure to retain, employees of acquired companies or our existing employees as a result of integration of new personnel; • the difficulty of integrating operations, systems, and controls as a result of cultural, regulatory, systems, and operational differences; • the performance of management of companies in which we invest but do not control; • in the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries; and • the impact of known potential liabilities or liabilities that may be unknown, including as a result of inadequate internal controls, associated with the companies we acquired or in which we invested.
The Overlap Provisions also expressly validate certain contracts, agreements, assignments and transactions (and amendments, modifications or terminations thereof) between the Company and the Other Entities and their subsidiaries and, to the fullest extent permitted by law, provide that the actions of the overlapping directors or officers in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective stockholders.
The Overlap Provisions also expressly validate certain contracts, agreements, assignments and transactions (and amendments, modifications or terminations thereof) between the Company and 35 the Other Entities and their subsidiaries and, to the fullest extent permitted by law, provide that the actions of the overlapping directors or officers in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective stockholders.
These factors are often unpredictable and volatile, and subject to influences that are beyond our control, such as the quality and appeal of competing programming, general economic conditions and the availability of other entertainment activities. We may not be able to anticipate and react effectively to shifts in viewer preferences and/or interests in 20 our markets.
These factors are often unpredictable and volatile, and subject to influences that are beyond our control, such as the quality and appeal of competing programming, general economic conditions and the availability of other entertainment activities. We may not be able to anticipate and react effectively to shifts in viewer preferences and/or interests in our markets.
Discovery, Inc., we also compete for programming with national broadcast television networks, local broadcast television stations, video on demand services and subscription streaming services, such as Netflix, Hulu, Apple TV and Amazon Prime. Some of these competitors have exclusive contracts with motion picture studios or independent motion picture distributors or own film libraries.
Discovery, Inc., we also compete for programming with national broadcast television networks, local broadcast television stations, video on demand services and subscription streaming services, such as Netflix, Apple TV and Amazon Prime. Some of these competitors have exclusive contracts with motion picture studios or independent motion picture distributors or own film libraries.
Existing or proposed legislation and regulations could also significantly affect our business. For example, the E.U. GDPR imposes, among other things, stringent operational requirements for processors and controllers of personal data, including expansive disclosures about how personal information is to be used, and significant fines for non-compliance.
Existing or proposed legislation, regulations and frameworks could also significantly affect our business. For example, the E.U. GDPR imposes, among other things, stringent operational requirements for processors and controllers of personal data, including expansive disclosures about how personal information is to be used, and significant fines for non-compliance.
The agreements governing the Credit Facility and the indentures governing our notes contain covenants that, among other things, limit our ability to: • borrow money or guarantee debt; • create liens; • pay dividends on or redeem or repurchase stock; • make investments; 31 • enter into transactions with affiliates; • enter into strategic transactions; and • sell assets or merge with other companies.
The agreements governing the Credit Facility and the indentures governing our notes contain covenants that, among other things, limit our ability to: • borrow money or guarantee debt; • create liens; • pay dividends on or redeem or repurchase stock; • make investments; • enter into transactions with affiliates; • enter into strategic transactions; and • sell assets or merge with other companies.
Sales of a substantial number of shares of Class A Common Stock, including sales pursuant to these registration rights agreements, could adversely affect the market price of the Class A Common Stock and could impair our future ability to raise capital through an offering of our equity securities. 33 We share certain executives and directors with Sphere Entertainment Co.
Sales of a substantial number of shares of Class A Common Stock, including sales pursuant to these registration rights agreements, could adversely affect the market price of the Class A Common Stock and could impair our future ability to raise capital through an offering of our equity securities. We share certain executives and directors with Sphere Entertainment Co.
Accordingly, we must adapt to changing consumer behavior driven by advances such as virtual MVPDs, video on demand, subscription streaming services, including services such as Netflix, Hulu, Apple TV and Amazon Prime, and mobile devices. Gaming and other consoles such as Microsoft's Xbox and Roku have established themselves as alternative providers of video services.
Accordingly, we must adapt to changing consumer behavior driven by advances such as virtual MVPDs, video on demand, subscription streaming services, including services such as Netflix, Apple TV and Amazon Prime, and mobile devices. Gaming and other consoles such as Microsoft's Xbox and Roku have established themselves as alternative providers of video services.
If we fail to adapt our distribution methods and content to new technologies, our appeal to our targeted audiences would likely decline and there would be a negative effect on our business. Consolidation among cable, satellite and telecommunications service providers has had, and could continue to have, an adverse effect on our revenue and profitability.
If we fail to adapt our distribution methods and content to new technologies, our appeal to our targeted audiences would likely decline and there would be a material negative effect on our business. Consolidation among cable, satellite and telecommunications service providers has had, and could continue to have, an adverse effect on our revenue and profitability.
Our failure to protect our intellectual property rights, particularly our brand, in a meaningful manner or challenges to related contractual rights could result in erosion of our brand and limit our ability to control marketing of our networks, which could have a materially adverse effect on our business, financial condition and results of operations.
Our failure to protect our intellectual property rights, particularly our brand, in a 23 meaningful manner or challenges to related contractual rights could result in erosion of our brand and limit our ability to control marketing of our networks, which could have a materially adverse effect on our business, financial condition and results of operations.
Increased competition from additional entrants into the market for development and production of original programming, such as Netflix, Hulu, Apple TV, and Amazon Prime, increases our programming content costs. We incur costs for the creative talent, including actors, writers and producers, who create our original programming.
Increased competition from additional entrants into the market for development and production of original programming, such as Netflix, Apple TV, and Amazon Prime, increases our programming content costs. We incur costs for the creative talent, including actors, writers and producers, who create our original programming.
Any increase 26 (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.
Any increase (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.
While we permit multiple users within the same household to share a single account for noncommercial purposes, if account sharing is abused, our ability to add new subscribers may be hindered and our results of operations may be adversely impacted.
While we permit multiple users within the same household to share a single account for noncommercial purposes, if account sharing is abused, our ability to add new 20 subscribers may be hindered and our results of operations may be adversely impacted.
Theft of our content, including digital copyright theft and other unauthorized exhibitions of our content, may decrease revenue received from our programming and adversely affect our businesses and profitability. The success of our businesses depends in part on our ability to maintain and monetize our intellectual property rights to our entertainment content.
Theft of our content, including digital copyright theft and other unauthorized exhibitions of our content, may decrease revenue received from our programming and adversely affect our businesses and profitability. The success of our businesses depends in part on our ability to maintain, protect and monetize our intellectual property rights to our entertainment content.
A change in viewer preferences has caused, and could in the future continue to cause, the audience for certain of our programming to decline, which has resulted in, and could in the future continue to result in, a reduction of advertising revenues and jeopardize our bargaining position with distributors.
A change in viewer preferences has caused, and could in the future continue to cause, the audience for 18 certain of our programming to decline, which has resulted in, and could in the future continue to result in, a reduction of advertising revenues and jeopardize our bargaining position with distributors.
These risks include: • laws and policies affecting trade and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws; 25 • changes in local regulatory requirements, including restrictions on content, imposition of local content quotas and restrictions on foreign ownership; • exchange controls, tariffs and other trade barriers; • differing degrees of protection for intellectual property and varying attitudes towards the piracy of intellectual property; • foreign privacy and data protection laws and regulations, as well as data localization requirements, and changes in these laws and requirements; • the instability of foreign economies and governments; • war and acts of terrorism; and • anti-corruption laws and regulations such as the Foreign Corrupt Practices Act and the U.K.
These risks include: • laws and policies affecting trade and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws; • changes in local regulatory requirements, including restrictions on content, imposition of local content quotas and restrictions on foreign ownership; • exchange controls, tariffs and other trade barriers; • differing degrees of protection for intellectual property and varying attitudes towards the piracy of intellectual property; • foreign cybersecurity, privacy and data protection laws and regulations, as well as data localization requirements, and changes in these laws and requirements; • the instability of foreign economies and governments; • war and acts of terrorism; and • anti-corruption laws and regulations such as the Foreign Corrupt Practices Act and the U.K.
The worsening of current global economic conditions has in the past adversely affected, and could in the future, adversely affect our business, financial condition or results of operations, and worsening of economic conditions in certain specific parts of the world could impact the expansion and success of our businesses in such areas.
The worsening of global economic conditions has in the past adversely affected, and could in the future adversely affect, our business, financial condition or results of operations, and worsening of economic conditions in certain specific parts of the world could impact the expansion and success of our businesses in such areas.
Hybrid work arrangements increase the risk of cyber incidents, including data breaches. Additionally, outside parties from time to time attempt to fraudulently induce employees or users to disclose sensitive or confidential information in order to gain access to data.
Hybrid work arrangements increase the risk of cyber incidents, including data breaches. Additionally, outside parties from time to time attempt to fraudulently induce employees or users to disclose sensitive or confidential information in order to gain access to data or systems.
Moreover, in connection with any future waivers or amendments to our indebtedness that we may obtain, our lenders may modify the terms of our such indebtedness or impose additional operating and financial restrictions on us.
Moreover, in connection with any future waivers or amendments to our indebtedness that we may obtain, our lenders may modify the terms of our such 32 indebtedness or impose additional operating and financial restrictions on us.
The interpretation of copyright, privacy and other laws as applied to our content, and piracy detection and enforcement efforts, remain in flux. The failure to strengthen, or the weakening of, existing intellectual property laws could make it more difficult for us to adequately protect our intellectual property and negatively affect its value and our results of operations.
The interpretation of copyright, data protection, privacy and other laws as applied to our content, and piracy detection and enforcement efforts, remain in flux. The failure to strengthen, or the weakening of, existing intellectual property laws could make it more difficult for us to adequately protect our intellectual property and negatively affect its value and our results of operations.
In addition, from time to time we have disputes with writers, 21 producers and other creative talent over the amount of royalty and other payments (See Item 3. – Legal Proceedings for additional information). We believe that disputes of this type are endemic to our business and similar disputes may arise from time to time in the future.
In addition, from time to time we have disputes with writers, 19 producers and other creative talent over the amount of royalty and other payments (see Item 3, "Legal Proceedings" for additional information). We believe that disputes of this type are endemic to our business and similar disputes may arise from time to time in the future.
While we have in the past entered into hedging agreements limiting our exposure to higher interest rates, we did not have any interest rate swap contracts outstanding at December 31, 2023. We may enter into hedging agreements in the future; however, any such agreements do not offer complete protection from this risk.
While we have in the past entered into hedging agreements limiting our exposure to higher interest rates, we did not have any interest rate swap contracts outstanding at December 31, 2024. We may enter into hedging agreements in the future; however, any such agreements do not offer complete protection from this risk.
The Dolan Family Group by virtue of their stock ownership, have the power to elect all of our directors subject to election by holders of Class B Common Stock and are able collectively to control stockholder decisions on matters on which holders of all classes of our common stock vote together as a single class.
The Dolan Family Group and Excluded Trusts by virtue of their stock ownership, have the power to elect all of our directors subject to election by holders of Class B Common Stock and are able collectively to control stockholder decisions on matters on which holders of all classes of our common stock vote together as a single class.
Our programming networks depend upon agreements with a limited number of cable television system operators and other MVPDs. The loss of any significant distributor could have a material adverse effect on our consolidated results of operations. Currently our programming networks have distribution agreements with staggered expiration dates through 2029 .
Our programming networks depend upon agreements with a limited number of cable television system operators and other MVPDs. The loss of any significant distributor could have a material adverse effect on our consolidated results of operations. Currently our programming networks have distribution agreements with staggered expiration dates through 2030 .
The increased number of entertainment choices available to consumers has intensified audience fragmentation and reduced the viewing of content through traditional and virtual MVPDs, which has caused, and are expected to continue to cause, audience ratings declines for our programming networks and has adversely affected the pricing and volume of advertising.
The increased number of entertainment choices available to consumers has intensified audience fragmentation and reduced the viewing of content through traditional and virtual MVPDs, which has caused, and is expected to continue to cause, audience ratings declines for our programming networks and has adversely affected the pricing and volume of advertising.
If interest rates were to continue rising, this would further increase the amount of interest expense that we would have to pay for borrowings under the Credit Facility, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease.
If interest rates were to further increase, this would further increase the amount of interest expense that we would have to pay for borrowings under the Credit Facility, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease.
In the event of a catastrophic failure of the Bethpage facility, the disaster recovery site can be operational on the satellite within one to two hours. In addition, we rely on third-party satellites in order to transmit our programming signals to our distributors.
In the event of a catastrophic failure of the Bethpage facility, the disaster recovery sites can be operational on the satellite within one to two hours. In addition, we rely on third-party satellites in order to transmit our programming signals to our distributors.
In addition, the pricing and volume of advertising has been affected by shifts in spending toward online and mobile offerings from more traditional media, and toward new ways of purchasing advertising, such as through automated purchasing, dynamic advertising insertion, third parties selling local advertising spots and advertising exchanges, some or all of which is not as advantageous to us as current advertising methods.
In addition, the pricing and volume of advertising has been affected by shifts in spending toward online and mobile offerings from more traditional media, and toward new ways of purchasing advertising, such as through automated purchasing, dynamic advertising insertion, third parties selling local advertising spots and advertising exchanges, some or all of which are not as advantageous to us as traditional advertising methods.
Any of these events could have a material adverse effect on our business, financial condition and results of operations. Despite our current levels of debt, we may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial debt. We may be able to incur additional debt in the future.
Any of these events could have a material adverse effect on our business, financial condition and results of operations. Despite our current levels of debt, we may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial debt.
Competition for content, audiences and advertising is intense and comes from broadcast television, other cable networks, distributors, including subscription streaming services and virtual MVPDs, social media content distributors, and other entertainment outlets and platforms, as well as from search providers, social networks, program guides and "second screen" applications.
Competition for content, audiences, advertising, talent, subscribers and service providers is intense and comes from broadcast television, other cable networks, distributors, including subscription streaming services and virtual MVPDs, social media content distributors, and other entertainment outlets and platforms, as well as from search providers, social networks, program guides and "second screen" applications.
Although a portion of our revenue and operating income is generated outside the United States, we are subject to potential current U.S. income tax on this income due to our being a U.S. corporation, resulting in a potentially higher effective tax rate for the Company.
Although a portion of our revenue and operating income is generated outside the United States, we are subject to potential current U.S. income tax on this income since we are a U.S. corporation, resulting in a potentially higher effective tax rate for the Company.
We develop and maintain systems to monitor and prevent this from occurring, but the development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated.
We develop and maintain systems to monitor and prevent cybersecurity incidents from occurring, but the development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated.
If our programming does not gain the level of audience acceptance we expect, or if we are unable to maintain the popularity of our programming, our ratings would suffer, which will negatively affect advertising revenues, and we may have a diminished bargaining position with distributors, which could reduce our distribution revenues.
If our programming does not gain the level of audience acceptance we expect, or if we are unable to maintain the popularity of our programming, our ratings would suffer, which will negatively affect advertising revenues, and we may have a diminished bargaining position with distributors, which could reduce our subscription and content licensing revenues.
We have experienced, and we expect that in the future we will experience, interruptions, delays and outages in service and availability from AWS and other third-party service providers from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints.
We have experienced, and we expect that in the future we will experience, interruptions, delays and outages in service and availability from our third-party cloud providers from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints.
We have adopted a written policy whereby an independent committee of our Board of Directors will review and approve or take such other action as it may deem appropriate with respect to certain transactions involving the Company and its subsidiaries, on the one hand, and certain related parties, including Charles F.
We have adopted a written policy whereby an independent committee of our Board of Directors will review and approve or take such other action as it may deem appropriate with respect to certain transactions involving the Company and its subsidiaries, on the one hand, and certain related parties, including the Dolan family and related entities on the other hand.
We have architected our software and computer systems so as to utilize data processing, storage capabilities and other services provided by AWS or other third parties. Such third parties’ facilities are vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct.
We have architected our software and computer systems so as to utilize data processing, storage capabilities and other services provided by third party cloud providers. Such third parties’ facilities are vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct.
Market conditions, including further changes in interest rates, may increase the risk that the terms of any refinancing will not be as favorable as the terms of the existing debt (including agreeing to more restrictive covenants on our business or needing to provide collateral securing the debt), or that we may not be able to refinance the existing debt at all.
Market conditions, including further changes in interest rates, as well as our financial condition at the time of a refinancing, may increase the risk that the terms of any refinancing will not be as favorable as the terms of the existing debt (including agreeing to more restrictive covenants on our business or needing to provide collateral securing the debt), or that we may not be able to refinance the existing debt at all.
Given this, along with the fact that we cannot easily switch our AWS operations to another cloud provider, without significant costs, or at all, any disruption of or interference with our use of AWS would impact our operations and our business.
Given this, along with the fact that we cannot easily switch our third party cloud operations to another cloud provider, without significant costs, or at all, any disruption of or interference with our use of third party cloud providers would impact our operations and our business.
Discovery, Inc., and subscription streaming services such as Netflix, Hulu, Apple TV, and Amazon Prime, which has increased and is expected to continue to increase our content costs as creating competing high quality, original content requires significant investment. Additionally, new technological developments, including the development and use of generative artificial intelligence, are rapidly evolving.
Discovery, Inc., and subscription streaming services such as Netflix, Apple TV and Amazon Prime, which has increased and is expected to continue to increase our content costs as creating competing high quality, original content requires significant investment. Additionally, new technological developments, including the development and use of generative artificial intelligence (“AI”) and large language model tools, are rapidly evolving.
In part as a result of these changes, over the past few years, the number of subscribers to traditional MVPDs in the United States has declined and the U.S. television industry has experienced declines in ratings for programming, which has negatively affected subscription and advertising revenues, including ours.
In part as a result of these changes, over the past years, the number of subscribers to traditional MVPDs in the United States has significantly declined and the linear U.S. television industry has experienced significant declines in ratings for programming, which has materially negatively affected subscription and advertising revenues, including ours.
Adverse economic conditions have resulted in and could in the future result in advertisers reducing their spending on advertising and negatively affect the ability of those with whom we do business to satisfy their obligations to us.
Adverse economic conditions have resulted in and could in the future result in advertisers reducing their spending on advertising and negatively affect the ability of those with whom we do business to satisfy their obligations to us, as well as consumer discretionary spending.
Since advertising sales are dependent on audience measurement provided by third parties, and the results of audience measurement techniques can vary independent of the size of the audience for a variety of reasons, including variations in the employed statistical sampling methods, there could be difficulties related to the employed statistical sampling methods, new distribution platforms and viewing technologies, and the shifting of the marketplace to the use of measurement of different viewer behaviors, such as delayed viewing.
Since advertising sales are dependent on audience measurement provided by third parties, and the results of audience measurement techniques can vary independent of the size of the audience for a variety of reasons, including variations in the employed statistical sampling methods, we are subject to risks related to the employed statistical sampling methods, new distribution platforms and viewing technologies, and the shifting of the marketplace to the use of measurement of different viewer behaviors, such as delayed viewing.
We rely upon cloud computing services to operate certain aspects of our business and any disruption of or interference with our use of these services would impact our operations and our business would be adversely impacted. Cloud computing services, such as Amazon Web Services (“AWS”), provide a distributed computing infrastructure platform for business operations.
We rely upon cloud computing services to operate certain aspects of our business and any disruption of or interference with our use of these services would impact our operations and our business would be adversely impacted. Cloud computing services provide a distributed computing infrastructure platform for business operations.
Advertising market conditions in specific markets have in the past caused and are expected in the future to cause our revenues and operating results to decline significantly in any given period.
Advertising market conditions in specific markets have caused and are expected to continue to cause our revenues and operating results to decline significantly in any given period.
In addition, our ability to borrow funds in the future to make payments on our debt will depend on the satisfaction of the covenants in the Credit Facility and our other debt agreements, including the indentures governing our notes and other agreements we may enter into in the future. Our substantial amount of debt could have important consequences.
In addition, our ability to borrow funds in the future to make payments on our debt will depend on the satisfaction of the covenants in the Credit Facility and our other debt agreements, including the indentures governing our notes and other agreements we may enter into in the future.
As more cable and satellite operators, Internet service providers, subscription streaming services, other content distributors, aggregators and search providers create or acquire their own content, some of them have significant competitive advantages, which could adversely affect our ability to negotiate favorable terms and distribution or otherwise compete effectively in the delivery marketplace.
As more cable and satellite operators, Internet service providers, subscription streaming services, other content distributors, aggregators and search providers create or acquire their own content, their competitive advantage could grow, which could adversely affect our ability to negotiate favorable terms and distribution or otherwise compete effectively in the delivery marketplace.
Each of the Other Entities and the Company are affiliates by virtue of being under common control of the Dolan family. As a result, he will not be devoting his full time and attention to the Company's affairs.
Each of the Other Entities and the Company are affiliates by virtue of being under common control of the Dolan family and Excluded Trusts. As a result, they will not be devoting their full time and attention to the Company's affairs.
Seven members of our Board of Directors, including our Chairman, are directors of MSGS, five members of our Board of Directors, including our Chairman, are directors of MSGE and seven members of our Board of Directors, including our Chairman, are directors of Sphere Entertainment.
Six members of our Board of Directors, including our Chairman, are directors of MSGS, three members of our Board of Directors, including our Chairman, are directors of MSGE and five members of our Board of Directors, including our Chairman, are directors of Sphere Entertainment.
The programming industry is highly competitive. Our programming networks and streaming services compete with other programming networks and other types of video programming services for marketing and distribution by cable and other MVPD systems and ultimately for viewing by their subscribers.
Our programming networks and streaming services compete with other programming networks and other types of video programming services for marketing and distribution by cable and other MVPD systems and ultimately for viewing by their subscribers.
We have two classes of common stock: • Class A Common Stock, which is entitled to one vote per share and is entitled collectively to elect 25% of our Board of Directors. • Class B Common Stock, which is generally entitled to ten votes per share and is entitled collectively to elect the remaining 75% of our Board of Directors.
We have two classes of common stock: • Class A Common Stock, which is entitled to one vote per share and is entitled collectively to elect a number of directors constituting at least 25% of our Board of Directors. • Class B Common Stock, which is generally entitled to ten votes per share and is entitled collectively to elect the remainder of our Board of Directors.
Equipment failure, employee misconduct or outside interference could also disrupt the facilities' services. We maintain a full time disaster recovery site in Chandler, Arizona, which is capable of providing simultaneous playout of AMC, BBC AMERICA ("BBCA"), SundanceTV, IFC and WEtv in the event of a disruption of operations at our main facility in Bethpage, NY.
Equipment failure, employee misconduct or outside interference could also disrupt the facilities' services. We maintain full time disaster recovery sites, which are capable of providing simultaneous playout of AMC, BBCA, SundanceTV, IFC and We TV in the event of a disruption of operations at our main facility in Bethpage, NY.
As of December 31, 2023, the Dolan family, including trusts for the benefit of members of the Dolan family (collectively "the Dolan Family Group"), own all of our Class B Common Stock, approximately 4% of our outstanding Class A Common Stock and approximately 79% of the total voting power of all our outstanding common stock.
As of December 31, 2024, certain members of the Dolan family, including certain trusts for the benefit of members of the Dolan family (collectively "the Dolan Family Group"), collectively owned all of our Class B Common Stock, approximately 3% of our outstanding Class A Common Stock and approximately 79% of the total voting power of all our outstanding common stock.
These changes pose risks to the traditional U.S. television industry, including (i) the disruption of the traditional television content distribution model by subscription streaming services and virtual MVPDs, which are increasing in number and some of which have a significant and growing subscriber base, and (ii) the disruption of the advertising supported television model resulting from increased video consumption through subscription streaming services and virtual MVPDs with no advertising or less advertising than on television networks, and time shifted viewing of television programming.
These changes have significantly disrupted the traditional U.S. television industry, including by (i) disrupting the traditional television content distribution model with subscription streaming services and virtual MVPDs, which are increasing in number and some of which have a significant and growing subscriber base, (ii) disrupting the traditional advertising-supported television model as a result of increased video consumption through subscription streaming services and virtual MVPDs with no advertising or less advertising than on television networks and (iii) shifting the time viewing of television programming.
In December 2021, the Organization for Economic Co-operation and Development (OECD) released the Pillar Two Model Rules which aim to reform international corporate taxation rules, including the implementation of a global minimum tax rate. The Pillar Two Model Rules will be implemented in a phased approach beginning January 1, 2024.
In December 2021, the Organization for Economic Co-operation and Development (OECD) released the Pillar Two Model Rules, which aim to reform international corporate taxation rules, including the implementation of a global minimum tax rate.
We will need to refinance our existing indebtedness as it matures, and we do not expect to generate sufficient cash from operations to repay at maturity our outstanding debt obligations. For example, we have $774.7 million of senior unsecured debt due in August 2025 that we will need to repay and/or refinance.
We will need to refinance our existing indebtedness as it matures, and we do not expect to generate sufficient cash from operations to repay at maturity our outstanding debt obligations. For example, we have $2.0 billion of senior notes due in 2029 that we will need to repay and/or refinance.
Our failure to comply with these law and regulations could result in exposure to enforcement actions by foreign governments, as well as significant negative publicity and reputational damage. Adverse changes in foreign rules and regulations could have a significant adverse impact on our profitability.
Our failure to comply with these law and regulations could result in exposure to enforcement actions by foreign governments, as well as significant negative publicity and reputational damage.
Dolan, members of his family, certain Dolan family interests and the Dolan Family Foundation that provide them with "demand" and "piggyback" registration rights with respect to approximately 12.4 million shares of Class A Common Stock, including shares issuable upon conversion of shares of Class B Common Stock.
We have entered into registration rights agreements with the Dolan family, including the Dolan Siblings, certain Dolan family interests and the Dolan Family Foundation that provide them with "demand" and "piggyback" registration rights with respect to approximately 12.6 million shares of Class A Common Stock, including shares issuable upon conversion of shares of Class B Common Stock.
Future stock sales, including as a result of the exercise of registration rights by certain of our shareholders, could adversely affect the trading price of our Class A Common Stock. Certain parties have registration rights covering a portion of our shares. We have entered into registration rights agreements with Charles F.
Future stock sales, including as a result of the exercise of registration rights by certain of our stockholders, could adversely affect the trading price of our Class A Common Stock. Certain parties have registration rights covering a portion of our shares.
As a result, the Dolan Family Group has the power to prevent such issuance or amendment.
As a result, the Dolan Family Group and Excluded Trusts have the power to prevent such issuance or amendment.
The members of the Dolan Family Group have executed a voting agreement (the "Stockholders Agreement") that has the effect of causing the voting 32 power of the holders of our Class B Common Stock to be cast as provided therein with respect to all matters to be voted on by holders of Class B Common Stock.
The members of the Dolan Family Group are parties to a stockholders agreement (the "Stockholders Agreement") that has the effect of causing the voting power of certain holders of our Class B Common Stock to be cast as a block on all matters to be voted on by holders of Class B Common Stock.
We generally do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements of our non-U.S. dollar functional currency operating subsidiaries and affiliates into U.S. dollars. Our business is limited by United States regulatory constraints which may adversely impact our operations.
We generally do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements of our non-U.S. dollar functional currency operating subsidiaries and affiliates into U.S. dollars.
Pandemics, such as the COVID-19 pandemic, and public health emergencies have affected and may, in the future, adversely affect our businesses. We experienced adverse advertising sales impacts and suspended content production as a result of the COVID-19 pandemic, which led to delays in the creation and availability of substantially all of our programming.
We experienced adverse advertising sales impacts and suspended content production as a result of the COVID-19 pandemic, which led to delays in the creation and availability of substantially all of our programming.
Events or developments related to the risks described above as well as other risks associated with international trade could adversely affect our revenues from non-U.S. sources, which could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
Bribery Act that impose stringent requirements on how we conduct our foreign operations and changes in these laws and regulations. 24 Events or developments related to the risks described above as well as other risks associated with international trade could adversely affect our revenues from non-U.S. sources, which could have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.
Under the Stockholders Agreement, the shares of Class B Common Stock owned by members of the Dolan Family Group are to be voted on all matters in accordance with the determination of the Dolan Family Committee, except that the decisions of the Dolan Family Committee are non-binding with respect to the Class B Common Stock owned by certain Dolan family trusts (the "Excluded Trusts") that collectively own 48% of the outstanding Class B Common Stock.
Under the Stockholders Agreement, the shares of Class B Common Stock owned by members of the Dolan Family Group are to be voted on all matters in accordance with the determination of the Dolan Family Committee.
There may be other economic, business, competitive, regulatory or other factors that are currently unknown or unpredictable or that we do not presently consider to be material that could have material adverse effects on our future results.
There may be other economic, business, competitive, regulatory or other factors that are currently unknown or unpredictable or that we do not presently consider to be material that could have material adverse effects on our future results. Below is a summary of the principal factors that could materially adversely affect our business, financial condition and results of operations.
We have incurred significant costs to implement our strategy and initiatives, and will continue to do so, and if they are not successful, our competitive position, businesses and results of operations could be adversely affected. We are subject to intense competition, which may have a negative effect on our profitability or on our ability to expand our business.
We have incurred significant costs to implement our strategy and initiatives, and will continue to do so, and if they are not successful, our competitive position, businesses and results of operations could be adversely affected.
The terms of the Credit Facility and indentures governing our notes allow us to incur substantial amounts of additional debt, subject to certain limitations.
We and our subsidiaries may incur substantial additional indebtedness in the future, including secured or convertible indebtedness. The terms of the Credit Facility and indentures governing our notes allow us to incur substantial amounts of additional debt, subject to certain limitations.
Furthermore, to the extent that regulations and laws, either presently in force or proposed, hinder or stimulate the growth of the cable television, satellite or other MVPD industries, our business could be affected.
Furthermore, to the extent that regulations and laws, either presently in force or proposed or adopted in the future, hinder or stimulate the growth of the cable television, satellite or other MVPD industries, or seek to regulate the manner in which video content is distributed on websites or in DTC applications, our business could be affected.
Our advertising revenues were $716 million for the year ended December 31, 2023 compared to $872 million for the year ended December 31, 2022, an 18% decline.
Our advertising revenues were $677 million for the year ended December 31, 2024 compared to $716 million for the year ended December 31, 2023, a 5% decline.
The United States Congress and the FCC currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect our operations.
The United States Congress and the FCC currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect our operations. In particular, the legal and regulatory framework governing AI remains unsettled, and developments in this area may have an adverse impact on our business.
Similarly, a decrease in viewing subscribers could have a negative impact on the number of viewers actually watching the programs on our programming networks, thereby impacting the rates we are able to charge advertisers. Economic conditions affect a number of aspects of our businesses worldwide and impact the businesses of advertisers on our networks.
Similarly, a decrease in viewing subscribers could have a negative impact on the number of viewers actually watching the programs on our programming networks, thereby impacting the rates we are able to charge advertisers. Fluctuations in foreign exchange rates have had and could have in the future an adverse effect on our results of operations.
More content consumption options increase competition for viewers as well as for programming and creative talent, which can decrease our audience ratings, and therefore potentially our advertising revenues. 22 Certain programming networks affiliated with broadcast networks like ABC, CBS, Fox or NBC or other key free-to-air programming networks in countries where our networks are distributed may have a competitive advantage over our programming networks in obtaining distribution through the "bundling" of carriage agreements for such programming networks with a distributor's right to carry the affiliated broadcasting network.
Certain programming networks affiliated with broadcasting networks like ABC, CBS, Fox or NBC or other key free-to-air programming networks in countries where our networks are distributed may have a competitive advantage over our programming networks in obtaining distribution through the "bundling" of carriage agreements for such programming networks with a distributor's right to carry the affiliated broadcasting network.
While we believe that the carrying values of our intangible assets are recoverable, there is no assurance that we would receive any cash from the voluntary or involuntary sale of these intangible assets, particularly if we were not continuing as an operating business. 30 Risks Relating to Our Debt Our substantial long-term debt and high leverage could adversely affect our business.
Intangible assets primarily include affiliation 30 agreements and affiliate relationships, advertiser relationships, trademarks and goodwill. While we believe that the carrying values of our intangible assets are recoverable, there is no assurance that we would receive any cash from the voluntary or involuntary sale of these intangible assets, particularly if we were not continuing as an operating business.
These directors may have actual or apparent conflicts of interest with respect to matters involving or affecting each company. For example, the potential for a conflict of interest exists when we, on one hand, and an Other Entity, on the other hand, consider acquisitions and other corporate opportunities that may be suitable for us and for the Other Entity.
For example, the potential for a conflict of interest exists when we, on one hand, and an Other Entity, on the other hand, consider acquisitions and other corporate opportunities that may be suitable for us and for the Other Entity.
In addition, multi-platform campaign verification is in its infancy, and viewership on tablets and smartphones, 24 which is growing rapidly, is presently not measured by any one consistently applied method. These variations and changes could have a significant effect on advertising revenues.
In addition, multi-platform campaign verification and viewership on tablets and smartphones, which is growing rapidly, are presently not measured by any one consistently applied method. These variations and changes could have a significant effect on advertising revenues. In addition, in certain geographic regions, our ability to fully capture viewership information may be limited by local laws and regulations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company also requires that all third-party vendors that have access to or handle sensitive information undergo a risk-based vendor security assessment.
Biggest changeThe Company also requires that all third-party vendors that have access to or handle sensitive information undergo a risk-based vendor security assessment and provide contractual assurances relating to their security responsibilities, controls, reporting, and roles and responsibilities with regard to cybersecurity.
We also maintain controls and procedures that are designed to promptly escalate certain cybersecurity incidents so that decisions 34 regarding public disclosure and reporting of such incidents can be made by management and our Board of Directors in a timely manner.
We also maintain controls and procedures that are designed to promptly escalate certain cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and our Board of Directors in a timely manner.
Risk Factors, including in the risk factor entitled “We face continually evolving cybersecurity risks, which could result in the disclosure, theft or destruction of confidential information, disruption of our programming, damage to our brands and reputation, legal exposure and financial losses.”
Risk Factors, including in the risk factor entitled “We face continually evolving cybersecurity and other technology-related risks, which could result in the disclosure, theft, destruction, or misappropriation of, or access to, confidential information, disruption of our programming, damage to our brands and reputation, legal exposure and financial losses.”
Our policies, processes and procedures include, among other things, annual external penetration testing using an experienced third-party company; a cybersecurity incident response and recovery plan; periodic and ongoing security awareness training for employees; the use of several comprehensive vulnerability analysis systems to evaluate software vulnerabilities both internally and externally; and mechanisms to detect and monitor unusual network activity.
Our policies, processes and procedures include, among other things, annual external penetration testing using an experienced third-party company; a cybersecurity incident response and recovery plan; periodic and ongoing security awareness training for employees; the use of several comprehensive vulnerability analysis systems to evaluate software vulnerabilities both internally and externally; cryptography and encryption; data erasure and media disposal, regular data backups and restoration processes; and mechanisms to detect and monitor unusual network activity.
Although we have not been materially impacted by any cybersecurity incident to date, we are subject to cybersecurity threats, as discussed in Item 1A.
Although we have not been materially impacted by any cybersecurity incident to date, we have been and continue to be subject to cybersecurity threats in the normal course of our business, as discussed in Item 1A.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. We lease approximately 813,000 square feet of space in the United States, including approximately 326,000 square feet of office space that we lease at 11 Penn Plaza, New York, NY 10001, under lease arrangements with remaining terms through 2027 . We use this space as our corporate headquarters and as the principal business location of our Company.
Biggest changeOur lease arrangements include approximately 326,000 square feet of office space at 11 Penn Plaza, New York, NY 10001 with a term through 2027, which we use as our corporate headquarters and as the principal business location of our 36 Company.
We lease approximately 177,000 square feet of space outside of the U.S., including in Spain, Hungary and the U.K. that support our international operations. We believe our properties are adequate for our use.
We lease approximately 165,000 square feet of space outside of the U.S., including in Spain, Hungary and the U.K. that support our international operations. We believe our properties are adequate for our use.
We also lease approximately 67,000 square-feet of space for our broadcasting and technology center in Bethpage, New York under a lease arrangement with a term through 2029 , from which AMC Networks Broadcasting & Technology conducts its operations. In addition, we lease other properties in New York, California, Georgia, Florida, Texas, Maryland and Illinois.
Our lease arrangements also include approximately 67,000 square-feet of space for our broadcasting and technology operations in Bethpage, New York with a term through 2029. In addition, we lease other properties in New York, California, Georgia, Florida, Texas, Maryland and Illinois.
Added
Item 2. Properties. We lease approximately 676,000 square feet of space in the United States under lease arrangements with remaining terms through 2033 .

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe court has scheduled a trial date of September 17, 2024. The Company believes that the asserted claims are without merit and will vigorously defend against them if they are not dismissed. At this time, no determination can be made as to the ultimate outcome of this litigation or the potential liability, if any, on the part of the Company.
Biggest changeAt this time, no determination can be made as to the ultimate outcome of this litigation or the potential liability, if any, on the part of the Company. 37 The Company has been a party to actions and claims arising from alleged violations of the VPPA and analogous state laws.
On May 5, 2021, the Plaintiffs filed a third amended complaint, repleading in part their claims for alleged breach of the implied covenant of good faith and fair 35 dealing, inducing breach of contract, and certain breach of contract claims.
On May 5, 2021, the Plaintiffs filed a third amended complaint, repleading in part their claims for alleged breach of the implied covenant of good faith and fair dealing, inducing breach of contract, and certain breach of contract claims.
On December 15, 2022, the Company removed the MFN Litigation to the United States District Court for the Central District of California. On January 13, 2023, the Company filed a motion to dismiss the MFN Litigation and informed the court that the Company had withdrawn the arbitration Plaintiffs sought to enjoin. The motion has been fully briefed and awaiting decision.
On December 15, 2022, the Company removed the MFN Litigation to the United States District Court for the Central District of California. On January 13, 2023, the Company filed a motion to dismiss the MFN Litigation and informed the court that the Company had withdrawn the arbitration Plaintiffs sought to enjoin.
The class action complaints and the arbitration claims all allege that the Company’s use of a Meta Platforms, Inc. pixel on the websites for certain of its subscription video services, including AMC+ and Shudder, violated the privacy protection provisions of the VPPA and its state law analogues.
The class action complaints and the arbitration claims all alleged that the Company’s use of a Meta Platforms, Inc. pixel on the websites for certain of its subscription video services and channels violated the privacy protection provisions of the VPPA and its state law analogues.
Item 4. Mine Safety Disclosures. Not applicable. 36 Part II
Item 4. Mine Safety Disclosures. Not applicable. 38 Part II
On October 27, 2023, the Company reached a settlement with multiple plaintiffs relating to their pending class actions alleging violations of the VPPA and analogous state laws. On January 10, 2024, the class action settlement was preliminarily approved by the United States District Court for the Southern District of New York.
On October 27, 2023, the Company reached a settlement with multiple plaintiffs relating to their pending class actions alleging violations of the VPPA and analogous state laws with respect to the Company's subscription video services. On May 16, 2024, the class action settlement was approved by the United States District Court for the Southern District of New York.
The Company has also reached settlements, or settlements in principle, to resolve the arbitration claims. All of the settlements reached by the Company in connection with these matters are expected to be reimbursed by the Company’s insurance carriers.
The Company has also reached settlements to resolve the arbitration claims. All of the settlements reached by the Company in connection with these matters were reimbursed by the Company’s insurance carriers.
On January 26, 2023, the Plaintiffs filed a notice of appeal of the court’s post-trial, demurrer, and summary adjudication decisions. The parties entered into an agreement to resolve through confidential binding arbitration the remaining claims in the litigation (consisting mainly of ordinary course profit participation audit claims), and as a result, the court formally dismissed the case.
The parties entered into an agreement to resolve through confidential binding arbitration the remaining claims in the litigation (consisting mainly of ordinary course profit participation audit claims), and as a result, the court formally dismissed the case. The arbitration to resolve the two remaining claims for breach of contract was held between October 16 through October 20, 2023.
The Company is party to actions and claims arising from alleged violations of the federal Video Privacy Protection Act (the “VPPA”) and analogous state laws. In addition to certain putative class actions currently pending, the Company is facing a series of arbitration claims managed by multiple plaintiffs law firms.
In addition to putative class actions, the Company faced a series of arbitration claims managed by multiple plaintiffs’ law firms.
Removed
The arbitration to resolve the two remaining claims for breach of contract was held between October 16 through October 20, 2023 and a final decision is not expected until later in 2024.
Added
On January 26, 2023, the Plaintiffs filed a notice of appeal of the court’s post-trial, demurrer, and summary adjudication decisions. On September 25, 2024, a hearing was held on the Plaintiffs’ appeals.
Removed
While the ultimate outcome of this litigation is uncertain, we expect that the ultimate outcome is unlikely to have a material impact on the Company’s financial condition or results of operations.
Added
On November 4, 2024, the appellate court issued a decision affirming the trial court’s decisions in favor of the Company in the 2021 first phase trial and the 2022 motion for summary judgment.
Added
On March 12, 2024, the arbitral panel issued a decision awarding the Plaintiffs a sum of approximately $7.8 million. The arbitral panel's decision did not have a material impact on the Company's financial condition or results of operations.
Added
On March 25, 2024, the Court issued a ruling denying the Company’s motion to dismiss and the parties are currently conducting discovery. The trial for this matter, initially scheduled for September 17, 2024, has been rescheduled to October 27, 2025 .
Added
The Company believes that the asserted claims are without merit and will vigorously defend against them if they are not dismissed.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeINDEXED RETURNS Period Ended Company Name / Index Base Period 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 AMC Networks Inc. 100 71.98 65.18 62.76 28.55 34.24 S&P MidCap 400 Index 100 126.20 143.44 178.95 155.58 181.15 Peer Group 100 130.28 159.96 137.64 75.34 81.39 This performance graph shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 37 As of February 2, 2024, there were 513 holders of record of our Class A Common Stock and 33 holders of record of our Class B Common Stock.
Biggest changeFor the current year only, comparisons of the Company’s returns to both the S&P 400 and the Russell 2000 are included in the graph. 39 INDEXED RETURNS Period Ended Company Name / Index Base Period 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 AMC Networks Inc. 100 90.56 87.19 39.67 47.57 25.06 S&P MidCap 400 Index 100 113.66 141.80 123.28 143.54 163.54 Russell 2000 Index 100 119.96 137.74 109.59 128.14 142.93 Peer Group 100 122.78 105.65 57.83 62.47 73.55 This performance graph shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The Company did not repurchase any shares of its Class A common stock during the year ended December 31, 2023. As of December 31, 2023, the Company had $135.3 million available for repurchase under the Stock Repurchase Program. Item 6. [Reserved] 38
The Company did not repurchase any shares of its Class A Common Stock during the year ended December 31, 2024. As of December 31, 2024, the Company had $135.3 million available for repurchase under the Stock Repurchase Program. Item 6. [Reserved] 40
Performance Graph The following graph compares the performance of the Company's Class A Common Stock with the performance of the S&P Mid-Cap 400 Index and a peer group (the "Peer Group Index") by measuring the changes in our Class A Common Stock prices from December 31, 2018 through December 31, 2023.
Performance Graph The following graph compares the performance of the Company's Class A Common Stock with the performance of the S&P Mid-Cap 400 Index (the "S&P 400"), the Russell 2000 Index (the "Russell 2000") and a peer group (the "Peer Group Index") by measuring the changes in our Class A Common Stock prices from December 31, 2019 through December 31, 2024.
The chart assumes $100 was invested on December 31, 2018 in each of: i) Company's Class A Common Stock, ii) the S&P Mid-Cap 400 Index, and iii) in this Peer Group weighted by market capitalization.
The chart assumes $100 was invested on December 31, 2019 in each of: i) Company's Class A Common Stock, ii) the S&P 400, iii) the Russell 2000 and iv) in this Peer Group weighted by market capitalization.
Additionally, the market capitalizations of many of the companies included in the Peer Group are quite different from that of the Company. The common stocks of the following companies have been included in the Peer Group Index: Warner Bros.
Additionally, the market capitalizations of many of the companies included in the Peer Group are quite different from that of the Company. The common stocks of the following companies have been included in the Peer Group Index: Warner Bros. Discovery, Inc., the Walt Disney Company, Fox Corporation, Lions Gate Entertainment Corporation, Nexstar Media Group, Inc., Roku, Inc., and Paramount Global.
Stock Repurchase Program The Company's Board of Directors has authorized a program to repurchase up to $1.5 billion of the Company's outstanding shares of common stock (the "Stock Repurchase Program").
As of February 7, 2025, there were 496 holders of record of our Class A Common Stock and 32 holders of record of our Class B Common Stock. Stock Repurchase Program The Company's Board of Directors has authorized a program to repurchase up to $1.5 billion of the Company's outstanding shares of common stock (the "Stock Repurchase Program").
Removed
Discovery, Inc., the Walt Disney Company, Fox Corporation (included from March 19, 2019, when trading began), Lions Gate Entertainment Corporation, Nexstar Media Group, Inc., Roku, Inc., and Paramount Global.
Added
Due to the Company being moved out of the S&P 400 during 2024, we have reevaluated the equity market index we use as our benchmark index and determined that the Russell 2000 provides for a better comparison of returns with entities of similar size and market capitalization.
Added
Accordingly, we will be using the Russell 2000 as our benchmark index moving forward. The Russell 2000 includes 2,000 companies across a variety of industries with a median market capitalization of approximately $1 billion as of January 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeIn 2023, net cash used in financing activities primarily consisted of principal payments on long-term debt of $458.4 million (including $400.0 million of 5.00% Notes due April 2024, $24.7 million of 4.75% Notes due August 2025, and $33.7 million on the Term Loan A Facility), distributions to noncontrolling interests of $72.9 million, taxes paid in lieu of shares issued for equity-based compensation of $7.3 million, principal payments on finance leases of $4.2 million, and the purchase of noncontrolling interests of $1.3 million.
Biggest changeIn 2023, net cash used in financing activities primarily consisted of principal payments on long-term debt of $458.4 million (including $400.0 million of 5.00% Notes due April 2024, $24.7 million of 4.75% Notes due August 2025, and $33.7 million on the Term Loan A Facility), distributions to noncontrolling interests of $72.9 million, taxes paid in lieu of shares issued for equity-based compensation of $7.3 million, principal payments on finance leases of $4.2 million, and the purchase of noncontrolling interests of $1.3 million. 53 Debt Financing Agreements The Company's principal amount of long-term debt consists of: (In thousands) December 31, 2024 December 31, 2023 Senior Secured Credit Facility: (a) Term Loan A Facility $ 365,625 $ 607,500 Senior Notes: 4.75% Senior Notes due August 2025 — 774,729 10.25% Senior Secured Notes due January 2029 875,000 — 4.25% Senior Notes due February 2029 985,010 1,000,000 4.25% Convertible Senior Notes due February 2029 143,750 — Principal amount of debt $ 2,369,385 $ 2,382,229 (a) Represents the aggregate principal amount of the debt, with maturities of Term Loan A (Non-Extended) (as defined below) of $90.0 million due February 2026, Term Loan A (Extended) (as defined below) of $275.6 million due April 2028, and undrawn $175.0 million Revolving Credit Facility due April 2028.
In negotiating for additional subscribers or extended carriage, we have agreed, in some instances, to make upfront payments to a distributor which we record as deferred carriage fees and are amortized as a reduction to revenue over the period of the related affiliation agreement. We also may support the distributors' efforts to market our networks.
In negotiating for additional subscribers or extended carriage, we have agreed, 42 in some instances, to make upfront payments to a distributor which we record as deferred carriage fees and are amortized as a reduction to revenue over the period of the related affiliation agreement. We also may support the distributors' efforts to market our networks.
Similar to our Domestic Operations businesses, the most significant business challenges we expect to encounter in our International and Other businesses include programming competition (from both foreign and domestic programmers), limited channel capacity on distributors' platforms, the number of subscribers on those platforms and economic pressures on subscription fees.
Similar to our Domestic Operations businesses, the most significant business challenges we expect to encounter in our International business include programming competition (from both foreign and domestic programmers), limited channel capacity on distributors' platforms, the number of subscribers on those platforms and economic pressures on subscription fees.
Although we currently believe that amounts available under our revolving credit facility will be available when and if needed, we can provide no 48 assurance that access to such funds will not be impacted by adverse conditions in the financial markets.
Although we currently believe that amounts available under our Revolving Credit Facility will be available when and if needed, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets.
For these types of arrangements, a portion of the related revenue is deferred if the guaranteed 40 ratings are not met and is subsequently recognized either when we provide the required additional advertising time or the guarantee obligation contractually expires.
For these types of arrangements, a portion of the related revenue is deferred if the guaranteed ratings are not met and is subsequently recognized either when we provide the required additional advertising time or the guarantee obligation contractually expires.
Programming expenses, included in technical and operating expenses, represent the largest expenses of the Domestic Operations segment and primarily consist of amortization of program rights, such as those for original programming, feature films and licensed series, as well as participation and residual costs.
Content expenses, included in technical and operating expenses, represent the largest expenses of the Domestic Operations segment and primarily consist of amortization of program rights, such as those for original programming, feature films and licensed series, as well as participation and residual costs.
The Market Comparables Method incorporates revenue and 53 earnings multiples from publicly traded companies with operations and other characteristics similar to each reporting unit. The selected multiples consider each reporting unit’s relative growth, profitability, size, and risk relative to the selected publicly traded companies.
The Market Comparables Method incorporates revenue and earnings multiples from publicly traded companies with operations and other characteristics similar to each reporting unit. The selected multiples consider each reporting unit’s relative growth, profitability, size, and risk relative to the selected publicly traded companies.
We believe that a combination of cash-on-hand, cash generated from operating activities, availability under our revolving credit facility and our accounts receivable monetization program, borrowings under additional financing facilities and, when we have access to capital and credit markets, proceeds from the sale of new debt, will provide sufficient liquidity to service the principal and interest payments on our indebtedness, along with our other funding and investment requirements over the next twelve months and over the longer term.
We believe that a combination of cash-on-hand, cash generated from operating activities, availability under our Revolving Credit Facility and our accounts receivable monetization program, borrowings under additional financing facilities and, when we have access to capital and credit markets, proceeds from the issuance of new debt, will provide sufficient liquidity to service the principal and interest payments on our indebtedness, along with our other funding and investment requirements over the next twelve months and over the longer term.
Where we have management control of an entity, we consolidate 100% of such entity in our consolidated statements of income notwithstanding that a third-party owns an interest, which may be significant, in such entity.
Where we have management control of an entity, we consolidate 100% of such entity in our consolidated statements of income (loss) notwithstanding that a third-party owns an interest, which may be significant, in such entity.
See Note 9 to the accompanying consolidated financial statements included in this Annual Report on Form 10-K for additional details. Goodwill Goodwill is not amortized, but instead is tested for impairment at the reporting unit level annually as of December 1, or more frequently upon the occurrence of certain events or substantive changes in circumstances.
See Note 7 to the accompanying consolidated financial statements included in this Annual Report on Form 10-K for additional details. Goodwill Goodwill is not amortized, but instead is tested for impairment at the reporting unit level annually as of December 1, or more frequently upon the occurrence of certain events or substantive changes in circumstances.
Program rights that are predominantly monetized as a group are amortized based on projected usage, typically resulting in an accelerated amortization pattern and, to a lesser extent, program rights that are predominantly monetized individually are amortized based on the individual-film-forecast-computation method. Most original series require us to make significant up-front investments.
Program rights that are predominantly monetized as a group are amortized based on projected usage and viewership patterns, typically resulting in an accelerated amortization pattern and, to a lesser extent, program rights that are predominantly monetized individually are amortized based on the individual-film-forecast-computation method. Most original series require us to make significant up-front investments.
We also believe that Free Cash Flow is one of several benchmarks used by analysts and investors who follow the industry for comparison of its liquidity 55 with other companies in our industry, although our measure of Free Cash Flow may not be directly comparable to similar measures reported by other companies.
We also believe that Free Cash Flow is one of several benchmarks used by analysts and investors who follow the industry for comparison of our liquidity with other companies in our industry, although our measure of Free Cash Flow may not be directly comparable to similar measures reported by other companies.
During the year ended December 31, 2023, the Company completed the Plan and recorded r estructuring and other related charges of $27.8 million, consisting primarily of charges relating to severance and other personnel costs, and its exit during the third quarter of 2023 of a portion of office space at its c orporate headquarters in New York and office space in Silver Spring, Maryland and Woodland Hills, California. 25/7 Media sale On December 29, 2023, the Company sold its remaining interest in 25/7 Media to the noncontrolling interest holders.
During the year ended December 31, 2023, the Company completed the Plan and recorded r estructuring and other related charges consisting primarily of charges relating to severance and other personnel costs, and its exit during the third quarter of 2023 of a portion of office space at its c orporate headquarters in New York and office space in Silver Spring, Maryland and Woodland Hills, California. 25/7 Media sale On December 29, 2023, the Company sold its remaining interest in 25/7 Media to the noncontrolling interest holders.
If events or changes in circumstances indicate that the fair value of program rights predominantly monetized individually or a film group is less than its unamortized cost, the Company will write off the excess to technical and operating expenses in the consolidated statements of income.
If events or changes in circumstances indicate that the fair value of program rights predominantly monetized individually or a group is less than its unamortized cost, the Company will write off the excess to technical and operating expenses in the consolidated statements of income (loss).
If events or changes in circumstances indicate that the fair value of program rights predominantly monetized individually or a film group is less than its unamortized cost, the Company will write off the excess to technical and operating expenses in the consolidated statements of income.
If events or changes in circumstances indicate that the fair value of program rights predominantly monetized individually or a group is less than its unamortized cost, the Company will write off the excess to technical and operating expenses in the consolidated statements of income (loss).
In June 2023, given the impact of market challenges at 25/7 Media, specifically relating to reduced demand for new content and series cancellations from third parties, we revised our outlook for the 25/7 Media business, resulting in lower expected future cash flows.
In June 2023, given the impact of market challenges at 25/7 Media, specifically relating to reduced demand for new content and series cancellations from third parties, we revised our outlook for the 25/7 Media production services business, resulting in lower expected future cash flows.
The other components of technical and operating expenses primarily include distribution and production related costs and program operating costs including cost of delivery, such as origination, transmission, uplinking and encryption. The success of our business depends on original programming, both scripted and unscripted, across all of our programming services.
The other components of technical and operating expenses primarily include distribution and production related costs and program operating costs including cost of delivery, such as origination, transmission, uplink and encryption. The success of our business depends on original programming, both scripted and unscripted, across all of our programming services.
The noncontrolling owner's interest in the operating results of consolidated subsidiaries are reflected in net income or loss attributable to noncontrolling interests in our consolidated statements of income. Years Ended December 31, 2023 and 2022 The following table sets forth our consolidated results of operations for the periods indicated.
The noncontrolling owner's interest in the operating results of consolidated subsidiaries are reflected in net income or loss attributable to noncontrolling interests in our consolidated statements of income (loss). Years Ended December 31, 2024 and 2023 The following table sets forth our consolidated results of operations for the periods indicated.
Additionally, changes in macroeconomic factors and circumstances, particularly high inflation and interest rates, may adversely impact our results of operations, cash flows and financial position or our ability to refinance our indebtedness on terms favorable to us, or at all.
Additionally, changes in macroeconomic factors and circumstances, particularly high inflation and interest rates, and uncertainty regarding changes to inflation rates and interest rates, may adversely impact our results of operations, cash flows and financial position or our ability to refinance our indebtedness on terms favorable to us, or at all.
Analysis of our results of operations, on both a consolidated and segment basis, for the year ended December 31, 2021, including a comparison of 2022 to 2021, is included in our Annual Report on Form 10-K for the year ended December 31, 2022. Liquidity and Capital Resources .
Analysis of our results of operations, on both a consolidated and segment basis, for the year ended December 31, 2022, including a comparison of 2023 to 2022, is included in our Annual Report on Form 10-K for the year ended December 31, 2023. Liquidity and Capital Resources .
This section provides a discussion of our financial condition as of December 31, 2023 as well as an analysis of our cash flows for the years ended December 31, 2023 and 2022. The discussion of our financial condition and liquidity also includes a summary of our primary sources of liquidity.
This section provides a discussion of our financial condition as of December 31, 2024 as well as an analysis of our cash flows for the years ended December 31, 2024 and 2023. The discussion of our financial condition and liquidity also includes a summary of our primary sources of liquidity.
Analysis of our cash flows for the year ended December 31, 2021 is included in our Annual Report on Form 10-K for the year ended December 31, 2022. Critical Accounting Policies and Estimates .
Analysis of our cash flows for the year ended December 31, 2022 is included in our Annual Report on Form 10-K for the year ended December 31, 2023. Critical Accounting Policies and Estimates .
The carrying value of the asset group exceeded its fair value, therefore an impairment charge of $24.9 million was recorded ($23.0 million for identifiable intangible assets and $1.9 million for goodwill), which is included in Impairment and other charges in the consolidated statement of income within the International and Other operating segment.
The carrying value of the asset group exceeded its fair value, therefore an impairment charge of $24.9 million was recorded ($23.0 million for identifiable intangible assets and $1.9 million for goodwill), which is included in Impairment and other charges in the consolidated statements of income (loss) within the International operating segment.
The results of operations of 25/7 Media are included in the consolidated financial statements through the date of sale. Segment Reporting We manage our business through the following two operating segments: • Domestic Operations: Includes our five programming networks, our global streaming services, our AMC Studios operation and our film distribution business.
The results of operations of 25/7 Media are included in the consolidated financial statements through the date of sale. Segment Reporting We manage our business through the following two operating segments: • Domestic Operations: Consists of our five programming networks, our streaming services, our AMC Studios operation and our film distribution business.
This section provides an analysis of our results of operations for the years ended December 31, 2023 and 2022. Our discussion is presented on both a consolidated and segment basis. Our two segments are: (i) Domestic Operations and (ii) International and Other.
This section provides an analysis of our results of operations for the years ended December 31, 2024 and 2023. Our discussion is presented on both a consolidated and segment basis. Our two segments are: (i) Domestic Operations and (ii) International.
However, we do not expect to generate sufficient cash from operations to repay the then outstanding balances of our debt at the applicable maturity dates.
However, we do not expect to generate sufficient cash from operations to repay the entirety of the outstanding balances of our debt at the applicable maturity dates.
Of this amount, approximately $20.0 million is expected to be repatriated to the United States with the remaining amount continuing to be reinvested in foreign operations.
Of this amount, approximately $8.0 million is expected to be repatriated to the United States with the remaining amount continuing to be reinvested in foreign operations.
Domestic Operations In our Domestic Operations segment, we earn revenue principally from: (i) the distribution of our programming through our programming networks and streaming services, (ii) the sale of advertising, and (iii) the licensing of our original programming to distributors, including the distribution of programming of IFC Films.
Domestic Operations In our Domestic Operations segment, we earn revenue principally from: (i) subscription revenue in connection with the distribution of our programming through our programming networks and streaming services, (ii) the sale of advertising, and (iii) the licensing of our original programming to distributors, including the distribution of programming of IFC Films.
Capital and credit market disruptions, as well as other events such as pandemics or other health emergencies, inflation, international conflict and recession, could cause economic downturns, which may lead to lower demand for our products, such as lower demand for television advertising and a decrease in the number of subscribers receiving our programming services.
Capital and credit market disruptions, as well as other events such as pandemics or other health emergencies, inflation, international conflict and recession, have in the past caused and could in the future cause economic downturns, which have led and may lead to lower demand for our products, such as lower demand for television advertising and a decrease in the number of subscribers receiving our programming services.
Our programming networks are AMC, WE tv, BBC AMERICA, IFC, and SundanceTV. Our global streaming services consist of AMC+ and our targeted subscription streaming services (Acorn TV, Shudder, Sundance Now, ALLBLK, and HIDIVE). Our AMC Studios operation produces original programming for our programming services and third parties and also licenses programming worldwide.
Our programming networks are AMC, We TV, BBCA, IFC, and SundanceTV. Our streaming services consist of AMC+ and our targeted subscription streaming services (Acorn TV, Shudder, Sundance Now, ALLBLK, and HIDIVE). Our AMC Studios operation produces original programming for our programming services and third parties and also licenses programming worldwide.
In October 2023, we entered into an agreement enabling us to sell certain customer receivables to a financial institution on a recurring basis for cash. Any transferred receivables are fully guaranteed by a bankruptcy-remote entity and the financial institution that purchases the receivables has no recourse to our other assets in the event of non-payment by the customers.
In October 2023, we entered into an agreement enabling us to sell certain customer receivables to a financial institution on a recurring basis for cash. The transferred receivables will be fully guaranteed by a bankruptcy-remote entity and the financial institution that purchases the receivables will have no recourse to our other assets in the event of non-payment by the customers.
Restructuring and other related charges Restructuring and other related charges were $27.8 million and $449.0 million for the years ended December 31, 2023 and 2022, with the majority of such costs related to a restructuring plan (the "Plan") that commenced in November 2022.
Restructuring and other related charges were $27.8 million for the year ended December 31, 2023, with the majority of such costs related to a restructuring plan (the "Plan") that commenced in November 2022.
Impairment and other charges Impairment and other charges of $96.7 million for the year ended December 31, 2023 primarily consisted of $65.4 million of long-lived assets impairment charges at BBC AMERICA ("BBCA") and 25/7 Media, and $21.7 million of goodwill impairment charges at 25/7 Media.
Impairment and other charges of $96.7 million for the year ended December 31, 2023 primarily consisted of $65.4 million of long-lived asset impairment charges at BBCA and 25/7 Media, and $21.7 million of goodwill impairment charges at 25/7 Media.
Program rights with no future programming usefulness are substantively abandoned resulting in the write-off of remaining unamortized cost. There were program rights write-offs of $14.5 million included in technical and operating expense for the year ended December 31, 2023, for programming that was substantively abandoned.
Program rights with no future programming usefulness are substantively abandoned resulting in the write-off of remaining unamortized cost. There were program rights write-offs of $20.0 million and $14.5 million included in technical and operating expense for the years ended December 31, 2024 and 2023, respectively, for programming that was substantively abandoned.
Our subscription revenues are generally based on either a per-subscriber fee or a fixed contractual annual fee, under multi-year affiliation agreements. Subscription revenues are derived from the distribution of our programming networks primarily in Europe, and to a 41 lesser extent, Latin America.
Subscription revenue consists of the fees paid by distributors to carry our programming networks. Our subscription revenues are generally based on either a per-subscriber fee or a fixed contractual annual fee, under multi-year affiliation agreements. Subscription revenues are derived from the distribution of our programming networks primarily in Europe, and to a lesser extent, Latin America.
Foreign subsidiaries of AMC Networks do not and will not guarantee the notes. The following tables present the summarized financial information specified in Rule 1-02(bb)(1) of Regulation S-X for AMC Networks and each Guarantor Subsidiary.
Foreign subsidiaries of AMC Networks do not and will not guarantee the notes. The following tables present the summarized financial information specified in Rule 1-02(bb)(1) of Regulation S-X for AMC Networks and each Guarantor Subsidiary. The summarized financial information has been prepared in accordance with Rule 13-01 of Regulation S-X.
Our subscription revenues for our programming networks are based on a per subscriber fee, and, to a lesser extent, fixed fees under multi-year contracts, commonly referred to as "affiliation agreements." The subscription revenues we earn vary from period to period, distributor to distributor and also vary among our programming services, but are generally based on the impact of renewals of affiliation agreements and upon the number of each distributor's subscribers who receive our programming, referred to as viewing subscribers.
Substantially all of our subscription revenues for our programming networks are based on a per subscriber fee, commonly referred to as "affiliation agreements." The subscription revenues we earn vary from period to period, distributor to distributor and also vary among our programming services, but are generally based on the impact of renewals of affiliation agreements and upon the number of each distributor's subscribers who receive our programming, referred to as viewing subscribers.
Events such as these may adversely impact our results of operations, cash flows and financial position. 42 Consolidated Results of Operations The amounts presented and discussed below represent 100% of each operating segment's revenues, net and expenses.
Events such as these have in the past adversely impacted, and may in the future adversely impact, our results of operations, cash flows and financial position. 44 Consolidated Results of Operations The amounts presented and discussed below represent 100% of each operating segment's revenues, net and expenses.
Refer to Note 5 for amounts recorded to restructuring expense in connection with the Company’s strategic programming assessments. Useful Lives of Affiliate Intangible Assets The carrying amount of our affiliate relationships acquired in business combinations as of December 31, 2023 was $196.8 million.
Refer to Note 4 for amounts recorded to restructuring expense in connection with the Company’s strategic programming assessments. Useful Lives of Affiliate Intangible Assets The carrying amount of our affiliate relationships acquired in business combinations as of December 31, 2024 was $154.0 million.
To a lesser extent, program rights that are predominantly monetized individually are amortized to technical and operating expense over their estimated useful lives, commencing upon the first airing, based on attributable revenue for airings to date as a percentage of total projected attributable revenue ("ultimate revenue") under the individual-film-forecast-computation method.
Program rights that are expected to be predominantly monetized through licensing agreements are considered to be monetized individually and are amortized to technical and operating expense over their estimated useful lives, commencing upon the first usage, based on attributable revenue for airings to date as a percentage of total projected attributable revenue ("ultimate revenue") under the individual-film-forecast-computation method.
In 2023, net cash used in investing activities primarily consisted of capital expenditures of $35.2 million, partially offset by proceeds from the sale of investments of $8.6 million and the return of capital from investees of $2.1 million.
In 2023, net cash used in investing activities primarily consisted of capital expenditures of $35.2 million, partially offset by proceeds from the sale of investments of $8.6 million and the return of capital from investees of $2.1 million. Financing Activities Net cash used in financing activities for 2024 and 2023 was $110.2 million and $544.4 million, respectively.
Additional information regarding our outstanding indebtedness and the significant terms and provisions of our Senior Secured Credit Facility and our Senior Notes is discussed in Note 11 to the accompanying consolidated financial statements included in this Annual Report on Form 10-K and is incorporated herein by reference.
Additional information regarding our outstanding indebtedness, including its significant terms and provisions, is discussed in Note 9 to the accompanying consolidated financial statements included in this Annual Report on Form 10-K and is incorporated herein by reference.
The effective tax rate differs from the federal statutory rate of 21% due primarily to state and local income tax expense of $10.5 million, tax expense related to foreign operations of $3.4 million, tax expense of $10.6 million resulting from a net increase in valuation allowances primarily related to foreign deferred tax assets, $3.8 million of tax expense related to nontaxable loss attributable to noncontrolling interests and tax expense of $5.2 million related to non-deductible compensation expense.
The effective tax rate differs from the federal statutory rate of 21% due primarily to state and local income tax expense of $10.5 million, tax expense related to foreign operations of $3.4 million, tax expense of $10.6 million resulting from a net increase in valuation allowances primarily related to foreign deferred tax assets, $3.8 million of tax expense related to nontaxable loss attributable to noncontrolling interests and tax expense of $5.2 million related to non-deductible compensation expense. 48 Segment Results of Operations Our segment operating results are presented based on how we assess operating performance and internally report financial information.
There have been and may continue to be significant changes in the level of our selling, general and administrative expenses due to the timing of promotions and marketing of original programming series. Selling, general and administrative expenses in our International & Other segment will decrease in 2024 due to the sale of 25/7 Media.
There have been and may continue to be significant changes in the level of our selling, general and administrative expenses due to the timing of promotions and marketing of original programming series.
Subscription revenue includes fees paid by distributors and consumers for our programming networks and streaming services. Subscription fees paid by distributors represent the largest component of distribution revenue.
Subscription revenue includes fees paid by distributors and consumers for our programming networks and streaming services.
Programming expenses, program operating costs and production costs incurred to produce content for third parties are included in technical and operating expenses, and represent the largest expense of the International and Other segment. Programming expenses primarily consist of amortization of acquired content, costs of dubbing and sub-titling of programs, and production costs.
Content expenses, programming operating costs and production costs incurred to produce content for third parties primarily comprise technical and operating expenses. Content expenses represent the largest expense of the International segment and primarily consist of amortization of acquired content.
In December 2022, in connection with the preparation of our fourth quarter financial information, we performed our annual goodwill impairment test and concluded that the estimated fair value of the AMCNI reporting unit declined to less than its carrying amount.
In December 2024, in connection with the preparation of our fourth quarter financial information, we performed our annual goodwill impairment test and concluded that the estimated fair values of the Domestic Operations and AMCNI reporting units declined to less than their carrying amounts.
The Plan was intended to improve the organizational design of the Company through the elimination of certain roles and centralization of certain functional areas of the Company. The programming assessments pertained to a broad mix of owned and licensed content, including legacy television series and films that are no longer in active rotation on the Company’s linear or streaming platforms.
The programming assessments pertained to a broad mix of owned and licensed content, including legacy television series and films that are no longer in active rotation on the Company’s linear or streaming platforms.
International and Other The following table sets forth our International and Other segment results for the periods indicated.
Domestic Operations The following table sets forth our Domestic Operations segment results for the periods indicated.
Program rights amortization expense includes write-offs of $14.5 million for the year ended December 31, 2023, for programming that was substantively abandoned. There were no material write-offs included in program rights amortization expense in 2022. Programming write-offs are based on management's periodic assessment of programming useful ness.
Program rights amortization expense includes write-offs of $20.0 million and $14.5 million for the years ended December 31, 2024 and 2023, respectively, for programming that was substantively abandoned. Programming write-offs are based on management's periodic assessment of programming useful ness.
Technical and operating expenses (excluding depreciation and amortization) The components of technical and operating expenses primarily include the amortization of program rights, such as those for original programming, feature films and licensed series, and other direct programming costs, such as participation and residual costs, distribution and production related costs and program delivery costs, such as transmission, encryption, hosting, and formatting.
Technical and operating expenses (excluding depreciation and amortization) The components of technical and operating expenses are primarily content expenses, which include the amortization of program rights, such as those for original programming, feature films and licensed series, and participation and residual costs.
Technical and operating expenses (excluding depreciation and amortization) decreased 12.6% in our Domestic Operations segment primarily due to a decrease in program rights amortization and lower costs associated with the delivery of Silo , an AMC Studios produced series.
Technical and operating expenses (excluding depreciation and amortization) decreased 11.2% in our Domestic Operations segment primarily due to lower participation and residual costs and the impact in 2023 associated with the delivery of the remaining episodes of Silo, an AMC Studios produced series.
Changes in all other assets and liabilities during the year resulted in a net cash outflow of $25.1 million. In 2022, net cash provided by operating activities primarily resulted from $1,524.6 million of net income before amortization of program rights, depreciation and amortization, and other non-cash items, partially offset by payments for program rights of $1,347.4 million.
In 2024, net cash provided by operating activities primarily resulted from $1,211.2 million of net income before amortization of program rights, impairment charges, depreciation and amortization, and other non-cash items, partially offset by payments for program rights of $932.3 million. Changes in all other assets and liabilities during the year resulted in a net cash inflow of $96.7 million.
As a public company, we may have access to capital and credit markets, although adverse conditions in the financial markets have in the past impacted, and are expected in the future to impact, access to those markets.
As a public company, we may have access to capital and credit markets, although adverse conditions in the financial markets have in the past impacted, and are expected in the future to impact, access to those markets. See the "Debt Financing Agreements" section below for details of our debt transactions in 2023 and 2024.
The carrying value of the asset group exceeded its fair value, therefore an impairment charge of $42.4 million was recorded for identifiable intangible assets and other long-lived assets. 44 Impairment and other charges of $40.7 million for the year ended December 31, 2022 related to goodwill impairment charges at AMCNI.
The carrying value of the asset group exceeded its fair value, therefore an impairment charge of $42.4 million was recorded for identifiable intangible assets and other long-lived assets.
Years Ended December 31, Change (In thousands) 2023 2022 2023 vs. 2022 Revenues, net: Subscription $ 1,340,207 $ 1,395,026 (3.9) % Content licensing and other 342,557 491,870 (30.4) % Distribution and other 1,682,764 1,886,896 (10.8) % Advertising 633,823 788,246 (19.6) % Total revenues, net 2,316,587 2,675,142 (13.4) % Technical and operating expenses (excluding depreciation and amortization) (a) 1,115,948 1,276,791 (12.6) % Selling, general and administrative expenses (b) 501,501 626,203 (19.9) % Majority-owned equity investees AOI 13,606 17,248 (21.1) % Segment adjusted operating income $ 712,744 $ 789,396 (9.7) % (a) Technical and operating expenses excludes cloud computing amortization (b) Selling, general and administrative expenses excludes share-based compensation expenses Revenues Subscription revenues decreased primarily due to a 13.3% decline in affiliate revenues, partially offset by a 12.7% increase in streaming revenues.
Years Ended December 31, Change (In thousands) 2024 2023 2024 vs. 2023 Revenues, net: Subscription $ 1,275,127 $ 1,340,207 (4.9) % Advertising 561,301 633,823 (11.4) % Content licensing and other 276,561 342,557 (19.3) % Total revenues, net 2,112,989 2,316,587 (8.8) % Technical and operating expenses (excluding depreciation and amortization) (a) 990,434 1,115,948 (11.2) % Selling, general and administrative expenses (b) 518,654 501,501 3.4 % Majority-owned equity investees AOI 15,678 13,606 15.2 % Segment adjusted operating income $ 619,579 $ 712,744 (13.1) % (a) Technical and operating expenses excludes cloud computing amortization (b) Selling, general and administrative expenses excludes share-based compensation expenses and cloud computing amortization Revenues Subscription revenues decreased primarily due to a 13.2% decline in affiliate revenues, partially offset by a 6.6% increase in streaming revenues.
As of December 31, 2023, approximately $244.9 million of cash and cash equivalents, previously held by foreign subsidiaries, was repatriated to the United States. Our consolidated cash and cash equivalents balance of $570.6 million, as of December 31, 2023, includes approximately $141.9 million held by foreign subsidiaries.
During 2024, $77.0 million of cash and cash equivalents, previously held by foreign subsidiaries, was repatriated to the United States. Our consolidated cash and cash equivalents balance of $784.6 million, as of December 31, 2024, includes $111.5 million held by foreign subsidiaries.
Subscribers as measured by Nielsen (In thousands) December 31, 2023 December 31, 2022 National Programming Networks: AMC 65,100 69,900 WE tv 63,700 68,200 BBC AMERICA 60,000 64,600 IFC 56,200 60,000 SundanceTV 53,900 58,400 Technical and operating expenses (excluding depreciation and amortization) Technical and operating expenses (excluding depreciation and amortization) decreased primarily due to a decrease in program rights amortization, consistent with the decrease in content licensing revenue for The Walking Dead and Fear the Walking Dead , and lower costs associated with the delivery of Silo , an AMC Studios produced series.
Subscribers as measured by Nielsen (In thousands) December 31, 2024 December 31, 2023 National Programming Networks: AMC 59,800 65,100 We TV 58,800 63,700 BBCA 55,600 60,000 IFC 51,700 56,200 SundanceTV 49,500 53,900 Technical and operating expenses (excluding depreciation and amortization) Technical and operating expenses (excluding depreciation and amortization) decreased primarily due to lower participation and residuals costs, the impact in 2023 associated with the delivery of the remaining episodes of Silo, an AMC Studios produced series, and lower program rights amortization.
Changes in all other assets and liabilities during the year resulted in a net cash inflow of $4.6 million. Investing Activities Net cash used in investing activities f or 2023 and 2022 was $24.3 million and $39.4 million, respectively.
Changes in all other assets and liabilities during the year resulted in a net cash outflow of $25.1 million. Investing Activities Net cash used in investing activities f or 2024 and 2023 was $40.4 million and $24.3 million, respectively. In 2024, net cash used in investing activities primarily consisted of capital expenditures of $44.8 million.
Years Ended December 31, Change (In thousands) 2023 2022 2023 vs. 2022 Revenues, net $ (9,186) $ (21,122) (56.5) % Operating expenses: Technical and operating expenses (excluding depreciation and amortization) (a) (11,934) (18,375) (35.1) % Selling, general and administrative expenses (b) 105,936 117,236 (9.6) % Segment adjusted operating income (loss) $ (103,188) $ (119,983) (14.0) % (a) Technical and operating expenses excludes cloud computing amortization (b) Selling, general and administrative expenses excludes share-based compensation expenses and cloud computing amortization Revenues, net Revenue eliminations are primarily related to inter-segment licensing revenues recognized between the Domestic Operations and International and Other segments.
Years Ended December 31, Change (In thousands) 2024 2023 2024 vs. 2023 Revenues, net $ (16,703) $ (9,186) 81.8 % Technical and operating expenses (excluding depreciation and amortization) (a) (9,767) (11,934) (18.2) % Selling, general and administrative expenses (b) 114,975 105,936 8.5 % Segment adjusted operating loss $ (121,911) $ (103,188) 18.1 % (a) Technical and operating expenses excludes cloud computing amortization (b) Selling, general and administrative expenses excludes share-based compensation expenses and cloud computing amortization Revenues, net Revenue eliminations are primarily related to Domestic Operations revenues recognized for licensing sales to the International segment.
In connection with exiting a portion of our New York office space, we recorded impairment charges of $11.6 million, consisting of $9.1 million for operating lease right-of use assets and $2.5 million for leasehold improvements. Fair values used to determine the impairment charge were determined using an income approach, specifically a discounted cash flow ("DCF") model.
In connection with exiting a portion of our New York office space, we recorded impairment charges of $11.6 million, consisting of $9.1 million for operating lease right-of use assets and $2.5 million for leasehold improvements.
The carrying amount of goodwill, by operating segment is as follows: (In thousands) December 31, 2023 Domestic Operations $ 348,732 International and Other 277,764 $ 626,496 Based on our annual and interim impairment tests for goodwill during 2023, we recorded total impairment charges of $21.7 million related to our 25/7 Media reporting unit.
The carrying amount of goodwill, by operating segment is as follows: (In thousands) December 31, 2024 Domestic Operations $ 80,038 International 166,266 $ 246,304 Based on our annual and interim impairment tests for goodwill during 2024, we recorded total impairment charges of $268.7 million related to our Domestic Operations reporting unit and $102.0 million related to our AMCNI reporting unit.
Years Ended December 31, Change (In thousands) 2023 2022 2023 vs. 2022 Revenues, net: Subscription $ 220,854 $ 223,515 (1.2) % Content licensing and other 101,799 135,406 (24.8) % Distribution and other 322,653 358,921 (10.1) % Advertising 81,823 83,604 (2.1) % Total revenues, net 404,476 442,525 (8.6) % Technical and operating expenses (excluding depreciation and amortization) 222,757 257,097 (13.4) % Selling, general and administrative expenses (a) 121,171 116,439 4.1 % Segment adjusted operating income $ 60,548 $ 68,989 (12.2) % (a) Selling, general and administrative expenses excludes share-based compensation expenses Revenues Subscription revenues de creased primarily due to the non-renewal of an AMCNI distribution agreement in the U.K. in the fourth quarter of 2023.
Years Ended December 31, Change (In thousands) 2024 2023 2024 vs. 2023 Revenues, net: Subscription $ 196,924 $ 220,854 (10.8) % Advertising 115,333 81,823 41.0 % Content licensing and other 12,771 101,799 (87.5) % Total revenues, net 325,028 404,476 (19.6) % Technical and operating expenses (excluding depreciation and amortization) 148,539 222,757 (33.3) % Selling, general and administrative expenses (a) 111,584 121,171 (7.9) % Segment adjusted operating income $ 64,905 $ 60,548 7.2 % (a) Selling, general and administrative expenses excludes share-based compensation expenses 50 Revenues Subscription revenues de creased primarily due to the non-renewal of an AMCNI distribution agreement in the U.K. in the fourth quarter of 2023.
The following is a reconciliation of operating income (loss) to AOI for the periods indicated: Year Ended December 31, 2023 (In thousands) Domestic Operations International and Other Corporate / Inter-segment Eliminations Consolidated Operating income (loss) $ 583,542 $ (9,624) $ (185,506) $ 388,412 Share-based compensation expenses 13,765 3,388 8,512 25,665 Depreciation and amortization 46,494 18,127 42,781 107,402 Impairment and other charges 51,966 44,723 — 96,689 Restructuring and other related charges 3,350 3,934 20,503 27,787 Cloud computing amortization 21 — 10,522 10,543 Majority owned equity investees AOI 13,606 — — 13,606 Adjusted operating income (loss) $ 712,744 $ 60,548 $ (103,188) $ 670,104 Year Ended December 31, 2022 (In thousands) Domestic Operations International and Other Corporate / Inter-segment Eliminations Consolidated Operating income (loss) $ 286,517 $ 3,031 $ (202,632) $ 86,916 Share-based compensation expenses 12,815 3,900 13,271 29,986 Depreciation and amortization 49,588 18,487 39,152 107,227 Impairment and other charges — 40,717 — 40,717 Restructuring and other related charges 423,205 2,854 22,907 448,966 Cloud computing amortization 23 — 7,319 7,342 Majority owned equity investees AOI 17,248 — — 17,248 Adjusted operating income (loss) $ 789,396 $ 68,989 $ (119,983) $ 738,402 We define Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by operating activities less capital expenditures, all of which are reported in our Consolidated Statement of Cash Flows.
The following is a reconciliation of operating income (loss) to AOI for the periods indicated: Year Ended December 31, 2024 (In thousands) Domestic Operations International Corporate / Inter-segment Eliminations Consolidated Operating income (loss) $ 194,295 $ (56,604) $ (177,291) $ (39,600) Share-based compensation expenses 11,099 3,250 11,702 26,051 Depreciation and amortization 38,124 16,255 43,636 98,015 Impairment and other charges 297,509 102,004 — 399,513 Restructuring and other related charges 49,422 — 42 49,464 Cloud computing amortization 13,452 — — 13,452 Majority owned equity investees AOI 15,678 — — 15,678 Adjusted operating income (loss) $ 619,579 $ 64,905 $ (121,911) $ 562,573 Year Ended December 31, 2023 (In thousands) Domestic Operations International Corporate / Inter-segment Eliminations Consolidated Operating income (loss) $ 583,542 $ (9,624) $ (185,506) $ 388,412 Share-based compensation expenses 13,765 3,388 8,512 25,665 Depreciation and amortization 46,494 18,127 42,781 107,402 Impairment and other charges 51,966 44,723 — 96,689 Restructuring and other related charges 3,350 3,934 20,503 27,787 Cloud computing amortization 21 — 10,522 10,543 Majority owned equity investees AOI 13,606 — — 13,606 Adjusted operating income (loss) $ 712,744 $ 60,548 $ (103,188) $ 670,104 58 We define Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by operating activities less capital expenditures, all of which are reported in our Consolidated Statement of Cash Flows.
Program rights write-offs of $17.3 million were included in technical and operating expense for the year ended December 31, 2023, for programming that was substantively abandoned. There were no significant program write-offs included in technical and operating expense for the year ended December 31, 2022.
Program rights with no future programming usefulness are substantially abandoned, resulting in the write-off of remaining unamortized cost. Program rights write-offs of $20.7 million and $17.3 million were included in technical and operating expense for the years ended December 31, 2024 and 2023, respectively, for programming that was substantively abandoned.
See Non-GAAP Financial Measures section below for our definition of Adjusted Operating Income and a reconciliation from Operating Income to Adjusted Operating Income on a segment and consolidated basis. Domestic Operations The following table sets forth our Domestic Operations segment results for the periods indicated.
We use segment adjusted operating income as the measure of profit or loss for our operating segments. See the "Non-GAAP Financial Measures" section below for our definition of Adjusted Operating Income and a reconciliation from Operating Income to Adjusted Operating Income on a segment and consolidated basis.
The following is a reconciliation of net cash provided by operating activities to Free Cash Flow for the periods indicated: Year Ended December 31, (In thousands) 2023 2022 Net cash provided by operating activities $ 203,919 $ 181,834 Less: capital expenditures (35,207) (44,272) Free cash flow $ 168,712 $ 137,562
The following is a reconciliation of net cash provided by operating activities to Free Cash Flow for the periods indicated: Year Ended December 31, (In thousands) 2024 2023 Net cash provided by operating activities $ 375,615 $ 203,919 Less: capital expenditures (44,775) (35,207) Free cash flow $ 330,840 $ 168,712 Supplemental Cash Flow Information Year Ended December 31, 2024 2023 Restructuring initiatives $ (13,295) $ (112,550) Distributions to noncontrolling interests (23,992) (72,876)
The operating segment also includes AMC Networks Broadcasting & Technology, our technical services business, which primarily services the programming networks. • International and Other : Includes AMC Networks International ("AMCNI"), our international programming businesses consisting of a portfolio of channels around the world, and 25/7 Media, our production services business, until it was sold on December 29, 2023.
Our film distribution business includes IFC Films, RLJ Entertainment Films and Shudder. The operating segment also includes AMC Networks Broadcasting & Technology, our technical services business, which primarily services the programming networks. • International : Consists of AMCNI, our international programming businesses consisting of a portfolio of channels distributed around the world.
Content licensing and other revenues decreased primarily due to the availability of deliveries in the period and, to a lesser extent, timing, includ ing $107.4 million due to the delivery of fewer episodes of The Walking Dead and Fear the Walking Dead , both of which were strong contributors in the prior year and $69.4 million lower revenue associated with the timing of episode delivery for Silo , an AMC Studios produced series, partially offset by the $20.3 million impact associated with the 2023 termination of an output agreement that resulted in the acceleration of revenue for content that was previously anticipated to be delivered and recognized in 2024.
Content licensing and other revenues decreased due to the availability of deliveries in the period, including $56.1 million of revenue associated with the 2023 delivery of the remaining episodes of Silo, an AMC Studios produced series, the delivery of fewer episodes of Fear the Walking Dead in 2024 compared to 2023, and the impact of $20.3 million recognized in 2023 associated with the early termination of an output agreement that resulted in the acceleration of revenue into 2023.
The summarized financial information has been prepared in accordance with Rule 13-01 of Regulation S-X. 51 Summarized Financial Information Income Statement (In thousands) Year Ended December 31, 2023 Year Ended December 31, 2022 Parent Company Guarantor Subsidiaries Parent Company Guarantor Subsidiaries Revenues $ — $ 1,935,082 $ — $ 2,244,245 Operating expenses — 1,559,083 — 2,165,131 Operating income $ — $ 375,999 $ — $ 79,114 Income (loss) before income taxes $ 284,660 $ 444,647 $ (49,040) $ 91,088 Net income 215,464 435,328 7,594 82,396 Balance Sheet December 31, 2023 December 31, 2022 (In thousands) Parent Company Guarantor Subsidiaries Parent Company Guarantor Subsidiaries Assets Amounts due from subsidiaries $ — $ — $ — $ 79,020 Current assets 61,931 1,156,533 44,045 1,258,759 Non-current assets 3,676,129 3,301,046 3,893,205 3,706,858 Liabilities and equity: Amounts due to subsidiaries $ 54,627 $ 2,456 $ 68,682 $ 6,783 Current liabilities 173,031 666,783 157,658 872,109 Non-current liabilities 2,516,977 224,051 2,972,602 330,467 Critical Accounting Policies and Estimates In preparing our consolidated financial statements, we are required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.
Summarized Financial Information Income Statement (In thousands) Year Ended December 31, 2024 Year Ended December 31, 2023 Parent Company Guarantor Subsidiaries Parent Company Guarantor Subsidiaries Revenues $ — $ 1,764,795 $ — $ 1,935,082 Operating expenses — 1,693,206 — 1,559,083 Operating income $ — $ 71,589 $ — $ 375,999 Income (loss) before income taxes $ (199,080) $ (21,569) $ 284,660 $ 444,647 Net income (loss) (226,546) (32,249) 215,464 435,328 55 Balance Sheet December 31, 2024 December 31, 2023 (In thousands) Parent Company Guarantor Subsidiaries Parent Company Guarantor Subsidiaries Assets Amounts due from subsidiaries $ 4,483 $ 82,342 $ — $ — Current assets 31,727 1,386,554 61,931 1,156,533 Non-current assets 3,467,276 2,718,427 3,676,129 3,301,046 Liabilities and equity: Amounts due to subsidiaries $ 80,983 $ 733 $ 54,627 $ 2,456 Current liabilities 168,903 473,418 173,031 666,783 Non-current liabilities 2,474,505 228,778 2,516,977 224,051 Critical Accounting Policies and Estimates In preparing our consolidated financial statements, we are required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.
The Plan was designed to achieve significant cost reductions in light of “cord cutting” and the related impacts being felt across the media industry as well as the broader economic outlook. The Plan encompassed initiatives that included, among other things, strategic programming assessments and organizational restructuring costs .
Restructuring and other related charges were $27.8 million for the year ended December 31, 2023, with the majority of such costs related to the Plan that commenced in November 2022 that was designed to achieve significant cost reductions in light of “cord cutting” and the related impacts being felt across the media industry as well as the broader economic outlook.
Program rights with no future programming usefulness are substantively abandoned, resulting in the write-off of remaining unamortized cost.
Program rights with no future programming usefulness are substantively abandoned, resulting in the write-off of remaining unamortized cost. There were no material programming write-offs included in technical and operating expense for the years ended December 31, 2024 and 2023.
Sources of cash also include amounts available under our revolving credit facility and, subject to market conditions, access to capital and credit markets.
However, each of our programming businesses has substantial programming acquisition and production expenditure requirements. Our primary source of cash typically includes cash flow from operations. Sources of cash also include amounts available under our Revolving Credit Facility and, subject to market conditions, access to capital and credit markets.
Note Guarantees Debt of AMC Networks as of December 31, 2023 included $774.7 million of 4.75% Notes due August 2025 and $1.0 billion of 4.25% Notes due February 2029 (collectively, the “notes”).
Note Guarantees Debt of AMC Networks as of December 31, 2024 included $875.0 million of 10.25% Senior Secured Notes due 2029, $985.0 million of 4.25% Senior Notes due 2029, and $143.8 million of 4.25% Convertible Senior Notes due 2029 (collectively, the “notes”).
Our principal goal is to increase our revenues by increasing distribution and penetration of our services and increasing our ratings. To do this, we must continue to contract for and produce high-quality, attractive programming. As competition for programming increases and alternative distribution technologies continue to emerge and develop in the industry, costs for content acquisition and original programming have increased.
We continue to contract for and produce high-quality, attractive programming and remain disciplined in our marketing spend in our efforts to acquire and retain higher lifetime value subscribers. As competition for programming increases and alternative distribution technologies continue to emerge and develop in the industry, costs for content acquisition and original programming have increased.
Segment adjusted operating income The decrease in segment adjusted operating income was primarily attributable to a decrease in revenues of $358.6 million, partially offset by decreases in technical and operating expenses of $160.8 million and selling, general and administrative expenses of $124.7 million.
Operating income The decrease in operating income was primarily attributable to additional impairment and other charges of $302.8 million, a decrease in revenues of $290.6 million, and additional restructuring charges of $21.7 million, partially offset by a decrease in technical and operating expenses of $194.9 million.
Selling, general and administrative expenses Selling, general and administrative expenses decreased primarily due to lower marketing and subscriber acquisition expenses related to our streaming services.
Selling, general and administrative expenses Selling, general and administrative expenses increased primarily due to higher marketing and subscriber acquisition expenses related to our streaming services, partially offset by lower employee related costs due to a decrease in allocated corporate overhead costs.
The decrease in the estimated fair value was in response to current and expected trends across the international television broadcasting markets, as well as a decrease in the valuation multiples used to estimate the fair value using the market approach.
The decrease in the estimated fair values reflected current and expected trends across the media industry, including continued softness in the domestic linear marketplace and across the international television broadcasting markets, resulting in lower expected future cash flows, as well as a decrease in the valuation multiples used to estimate fair values using the market approach for the Domestic Operations reporting unit.
Program operating costs include costs such as origination, transmission, uplinking and encryption of our linear AMCNI channels as well as content hosting and delivery costs at our various on-line content distribution initiatives. Our programming efforts are not all commercially successful, which has in the past resulted and could in the future result in a write-off of program rights.
Our programming efforts are not all commercially successful, which has in the past resulted and could in the future result in a write-off of program rights.
Failure to raise significant amounts of funding to repay our outstanding debt obligations at their respective maturity dates would adversely affect our business. In such a circumstance, we would need to take other actions including selling assets, seeking strategic investments from third parties or reducing other discretionary uses of cash.
In such a circumstance, we would need to take other actions including selling assets, seeking strategic investments from third parties or reducing other discretionary uses of cash. See Item 1A, "Risk Factors – Risks Related to Our Debt" in this Annual Report.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−3 removed6 unchanged
Biggest changeAs of December 31, 2023, we have $2.4 billion of debt outstanding (excluding finance leases), of which $607.5 million is outstanding under our loan facility and is subject to variable interest rates. A hypothetical 100 basis point increase in interest rates prevailing at December 31, 2023 would increase our annual interest expense by approximately $6.1 million.
Biggest changeManaging our Interest Rate Risk As of December 31, 2024, we have $2.4 billion of debt outstanding (excluding finance leases), of which $365.6 million is outstanding under our loan facility and is subject to variable interest rates.
Such amount is included in miscellaneous, net in the consolidated statements of income. We also are exposed to fluctuations of the U.S. dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S. dollars for inclusion in our consolidated financial statements.
Such amount is included in miscellaneous, net in the consolidated statements of income (loss). We also are exposed to fluctuations of the U.S. dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S. dollars for inclusion in our consolidated financial statements.
Any increase (decrease) in the value of the U.S. dollar against any foreign currency that is the functional 56 currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.
Any increase (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.
The Company recognized foreign currency transaction gains (losses) of $8.4 million and $(1.2) million for the years ended December 31, 2023 and 2022, respectively, related to foreign currency transactions. Unrealized foreign currency transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature until such time as the amounts are settled.
The Company recognized foreign currency transaction gains (losses) of $(7.0) million and $8.4 million for the years ended December 31, 2024 and 2023, respectively, related to foreign currency transactions. Unrealized foreign currency 59 transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature until such time as the amounts are settled.
The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities. A hypothetical 100 basis point decrease in interest rates prevailing at December 31, 2023 would increase the estimated fair value of our fixed rate debt by approximately $45.7 million to approximately $1.57 billion.
The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities. A hypothetical 100 basis point decrease in interest rates prevailing at December 31, 2024 would increase the estimated fair value of our fixed rate debt by approximately $9.2 million to approximately $1.85 billion.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Fair Value of Debt Based on the level of interest rates prevailing at December 31, 2023, the fair value of our fixed rate debt of $1.53 billion was lower than its carrying value of $1.76 billion by $232.9 million.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Fair Value of Debt Based on the level of interest rates prevailing at December 31, 2024, the fair value of our fixed rate debt of $1.84 billion was lower than its carrying value of $1.98 billion by $134.7 million.
The interest rate paid on approximately 74% of our debt (excluding finance leases) as of December 31, 2023 is fixed.
A hypothetical 100 basis point increase in interest rates prevailing at December 31, 2024 would increase our annual interest expense by approximately $3.7 million. The interest rate paid on approximately 85% of our debt (excluding finance leases) as of December 31, 2024 is fixed.
Removed
Managing our Interest Rate Risk To manage interest rate risk, we enter into interest rate swap contracts from time to time to adjust the amount of total debt that is subject to variable interest rates. Such contracts effectively fix the borrowing rates on floating rate debt to limit the exposure against the risk of rising rates.
Removed
We do not enter into interest rate swap contracts for speculative or trading purposes and we only enter into interest rate swap contracts with financial institutions that we believe are credit worthy counterparties.
Removed
We monitor the financial institutions that are counterparties to our interest rate swap contracts and to the extent possible diversify our swap contracts among various counterparties to mitigate exposure to any single financial institution. For the year ended December 31, 2023, we did not have any interest rate swap contracts outstanding.

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