9. COMMITMENTS AND CONTINGENCIES

Operating Environment

Russia and Kazakhstan continue to implement economic reforms and to develop the legal, tax and regulatory frameworks to support a market economy. The future stability of the Russian and Kazakh economies is largely dependent upon these reforms and developments and the effectiveness of economic, financial and monetary measures undertaken by their governments.

The Russian and Kazakh economies are vulnerable to market downturns and economic slowdowns elsewhere in the world. The recent economic downturn in both the European and global economies has resulted in reduced growth in the advertising market. A continuation of this economic downturn could adversely affect further economic growth, access to capital and cost of capital, which could negatively affect the Company's future financial position, results of operations and business prospects. In the first half of 2014, the Russian and Kazakh governments continued to take measures to support their economies in order to overcome the consequences of the economic downturn. There continues to be uncertainty regarding further economic growth, access to capital and cost of capital, which could negatively affect the Company's future financial position, results of operations and business prospects.

In addition, current instability in Ukraine, and related international economic sanctions, has the potential to negatively affect the Company's ability to sublicense certain programming in that country and may also have broader impacts on the macroeconomic environment of the region, which may adversely affect the Company's business.

Although management believes it is taking appropriate measures to support the sustainability of the Company's business in the current circumstances, unexpected further deterioration in the areas described above could negatively affect the Company's results and financial position in a manner not currently determinable.

Transition to Digital Broadcasting

The Company believes that the introduction of digitalization will not adversely affect its ability to broadcast in the medium term, as its channels will continue to broadcast in the analog format under existing analog licenses until the transition to the digital format is completed. However, there is currently great uncertainty regarding the effect of the implementation of digital broadcasting on the Company's business models, as it is difficult to predict accurately how the digitalization of broadcasting may affect the market. While digital broadcasting would increase CTC's and Domashny's overall technical penetration, the necessary investments for digital migration may not be fully monetized. In addition, under Roskomnadzor's terms of participation in the second multiplex, the Company expects to encounter certain risks and uncertainties in the execution of the CTC and Domashny business models, which could significantly impact the operations and fair value of its reporting units and related goodwill. Also, uncertainty exists about Peretz's technical penetration and its impact on advertising revenues after the end of analog broadcasting. Subject to the availability of further information from the government and market participants, and the Company's ability to make further assessments of the government's plans, additional impairments may be required in the foreseeable future.

On an ongoing basis, the Company meets key participants of the media industry and governmental representatives for discussion and analysis of the transition to digital broadcasting, as well as the development of current business and industry initiatives.

Exchange Rate

Although the Company's reporting currency is the US dollar, it generates almost all of its revenues through the sale of advertising, which in Russia is sold primarily in rubles. The ruble is also the functional currency of the Company's principal operating subsidiaries. As a result, the Company's reported revenues and results of operations are impacted by fluctuations in the exchange rate between the US dollar and the Russian ruble. Additionally, given that substantially all of its revenues are generated in rubles, the Company faces exchange rate risk relating to payments that it must make in currencies other than the ruble. In the three months ended June 30, 2014, the Russian ruble appreciated against the US dollar by 6%, but was on average 10% lower than the average value of the Russian ruble compared to the US dollar during the three months ended June 30, 2013. In the six months ended June 30, 2014, the Russian ruble depreciated against the US dollar by 3%, and was on average 11% lower than the average value of the Russian ruble compared to the US dollar during the six months ended June 30, 2013. If the exchange rate between the ruble and the US dollar were to depreciate further, the revenues and operating results of the Company, as reported in US dollars, would be adversely affected. Among other factors, the current situation in Ukraine, and related international economic sanctions, has the potential to further negative impact the value of the Russian ruble.

Derivative Financial Instruments

As part of its risk management strategy, the Company uses derivative financial instruments, primarily foreign exchange forward contracts, to mitigate its exposure to currency exchange risk related to US dollar denominated payments. The Company's objective is to offset gains and losses resulting from these exposures with losses and gains on the derivative contracts used to hedge them, thereby reducing volatility of earnings or protecting fair values of assets and liabilities. It is the Company's policy to enter into foreign currency derivative transactions only to the extent considered necessary to meet its objectives as stated above.

The Company entered into certain foreign exchange forward contracts designated as fair value hedges to protect the value of its existing foreign currency liabilities and firm commitments. For derivative instruments with the notional amount of $56.6 million that were designated and qualify as fair value hedges, the Company recognized foreign currency gains on the derivative instruments of $2.5 million, as well as offsetting foreign currency losses on the hedged item in its condensed consolidated statement of income for the six months ended June 30, 2014. For derivative instruments with the notional amount of $162.7 million that were designated and qualify as non-designated hedges related to US dollar denominated payments the Company recognized foreign currency losses of $1.7 million on derivative instruments in its condensed consolidated statement of income for the six months ended June 30, 2014.

Purchase Commitments

The table below summarizes information with respect to the Company's commitments as of June 30, 2014:

	Total		Through 2014		2015		2016		2017		2018		2019

	(in thousands)
Acquisition of programming rights	$	218,157	$	141,203	$	66,704	$	10,250	$	—	$	—	$	—
Transmission and satellite fees		97,097		10,935		21,877		21,913		20,842		17,737		3,793
Leasehold obligations		41,286		3,785		7,672		7,883		8,178		6,760		7,008
Network affiliation agreements		8,580		1,587		3,026		2,029		1,790		148		—
Payments for intellectual rights		11,160		1,087		2,300		2,426		1,702		1,783		1,862
Other contractual obligations		24,639		2,137		4,620		4,643		4,278		4,415		4,546


Total	$	400,919	$	160,734	$	106,199	$	49,144	$	36,790	$	30,843	$	17,209

In addition, in connection with the planned digitalization in Russia and Kazakhstan, the Company may incur additional costs. In March 2013, the Company entered into 10-year transmission agreements with the Russian Television and Radio Network ("RTRS"). Under the terms of these agreements, RTRS will provide to CTC and Domashny all services required for the channels to broadcast their signals in digital format throughout Russia to approximately 141.6 million viewers. The agreements terminate on March 31, 2023. In July 2014, the Company amended the agreements to specify services fees for 2014 and cash payments for period from 2014 to 2018. The Company's digital transmission expense for 2014 related to broadcasting in the cities with populations more than 50,000 ("50+ coverage") will be approximately $5 million; the expense for 2015 and beyond will be calculated on an annual basis according to rates that RTRS will set by October 1st of the prior year. In addition, during the period 2015-2018, RTRS will construct the digital broadcasting infrastructure in smaller cities with populations less than 50,000 ("50- coverage"). It is expected that this infrastructure will be put into operation in 2019. According to the amended terms of our agreements, in addition to the transmission services in the 50+ coverage cities described above, the Company expects to advance payments towards the construction of the digital infrastructure in the 50- coverage regions for CTC and Domashny channels. In aggregate, the Company expects to advance approximately $12 million in 2014, $19 million in 2015, $8 million in 2016, $2 million in 2017 and $2 million in 2018 resulting in total advances of approximately $43 million by the end of 2018. Under the amended terms, these advances will be offset against service payments otherwise required for digital transmission services subsequent to 2018. Governmental authorities have indicated that each channel participating in the second multiplex will be expected to pay up to $26 million annually in transmission fees after the rollout. In addition, the Company expects to continue incurring analog transmission costs during the analog-to-digital transition period. In 2013, the Company incurred approximately $24 million of such expenses, excluding payments to RTRS for transmission of digital signal, for all of its channels in aggregate.

Compliance with Licenses Terms

All broadcast television stations in Russia are required to have broadcasting and other operating licenses. Only a limited number of such licenses are available in each locality. These licenses currently have a standard term of ten years. In addition, the Company holds universal licenses, permitting each of its channels to broadcast through free-to-air, cable and satellite broadcasting, in either digital or analog format.

A broadcaster must conform its programming to the programming concept outlined in the broadcasting license. In particular, the broadcaster is obliged to ensure the compliance of its programming with the declared genres of the channel and to sustain the volume-genre ratio of broadcasted materials prescribed in the license.

The broadcasting license of Channel 31 in Kazakhstan contains various restrictions and obligations. Kazakh law currently requires that broadcasters broadcast at least 50% of their programming in the Kazakh language during every six-hour slot.

The Company may not always be in full compliance with these requirements. Also, the Company's independent affiliates have not always been in full compliance with all the requirements of their licenses or obtained all the licenses necessary for broadcasting. If the terms of a license are not complied with, or if a television station otherwise violates applicable Russian legislation or regulations, the license, after a warning notice from the regulator, may be suspended or terminated (which decision may be appealed in court). If an independent affiliate were to broadcast without all the necessary licenses, broadcasting may be terminated and fines could be imposed. Management believes that the probability of initiation of action against any material owned-and operated station or independent affiliate is remote.

Legal and Tax Proceedings

In the ordinary course of business, the Company may be party to various legal and tax proceedings, including tax audits, and subject to claims, certain of which relate to the developing markets and evolving fiscal and regulatory environments in which the Company operates. In the opinion of management, the Company's liability, if any, in all pending litigation, other legal proceedings or other matters, will not have a material effect upon the financial condition, results of operations or liquidity of the Company.