8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
May 9, 2008

CABLEVISION SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State of Incorporation)

1-14764	11-3415180
(Commission File Number)	(IRS Employer Identification Number)

CSC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State of Incorporation)

1-9046	11-2776686
(Commission File Number)	(IRS Employer Identification Number)

1111 Stewart Avenue, Bethpage, New York 11714
(Address of Principal Executive Offices)

Registrants’ telephone number, including area code:
(516) 803-2300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01   REGULATION FD DISCLOSURE

On May 9, 2008, Unaudited Condensed Consolidated Financial Statements of Rainbow National Services LLC and Subsidiaries (“RNS”), an indirect wholly-owned subsidiary of Cablevision Systems Corporation and CSC Holdings, Inc., as of March 31, 2008 and for the three months ended March 31, 2008 and 2007, and Management’s Discussion and Analysis of Financial Condition and Results of Operations were furnished to RNS bondholders in accordance with the requirements of the Indenture, dated as of August 20, 2004, relating to RNS’ and RNS Co-Issuer Corporation’s $300,000,000 8-3/4% Senior Notes due 2012 and the Indenture, dated as of August 20, 2004, relating to RNS’ and RNS Co-Issuer Corporation’s $325,000,000 10-3/8% Senior Subordinated Notes due 2014. The RNS Unaudited Condensed Consolidated Financial Statements are attached hereto as Exhibit 99.1 and the RNS Management’s Discussion and Analysis of Financial Condition and Results of Operations is attached hereto as Exhibit 99.2 and both items are being furnished in this Form 8-K filing.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(c)Exhibits

99.1.	Rainbow National Services LLC and Subsidiaries Unaudited Condensed Consolidated Financial Statements as of March 31, 2008 and December 31, 2007 and for the three months ended March 31, 2008 and 2007
99.2.	Rainbow National Services LLC and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2008 and 2007

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CABLEVISION SYSTEMS CORPORATION
	By:	/s/ Wm. Keith Harper
		Name:	Wm. Keith Harper
		Title:	Senior Vice President and Controller
Dated: May 9, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CSC HOLDINGS, INC.
	By:	/s/ Wm. Keith Harper
		Name:	Wm. Keith Harper
		Title:	Senior Vice President and Controller
Dated: May 9, 2008

3

EX-99.1

Exhibit 99.1

Rainbow National Services LLC and Subsidiaries

Unaudited Condensed Consolidated Financial Statements

As of March 31, 2008 and December 31, 2007 and for the

Three Months Ended March 31, 2008 and 2007

Rainbow National Services LLC and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(unaudited)

	March 31,			December 31,
	2008			2007
ASSETS
Current Assets:
Cash and cash equivalents	$	29,125		$	51,992
Accounts receivable, trade (less allowance for doubtful accounts of $1,720 and $1,639)	154,939			145,961
Accounts receivable-affiliates, net	1,683			1,625
Program rights, net	119,221			117,365
Prepaid expenses and other current assets	13,847			16,891
Deferred tax asset	1,047			1,207
Total current assets	319,862			335,041
Property and equipment, net of accumulated depreciation of $21,133 and $19,984	27,874			27,277
Program rights, net	397,534			392,969
Deferred carriage fees, net	121,801			126,936
Deferred financing costs, net of accumulated amortization of $7,577 and $6,945	13,069			13,701
Affiliation agreements, advertiser relationships and other intangibles, net of accumulated amortization of $432,596 and $419,107	264,011			277,500
Excess costs over fair value of net assets acquired	50,957			50,957
Other assets	18,204			18,028
	$	1,213,312		$	1,242,409
LIABILITIES AND MEMBER’S DEFICIENCY
Current Liabilities:
Accounts payable	$	26,750		$	16,508
Accrued liabilities:
Interest	6,168			21,886
Employee related costs	10,865			18,168
Deferred carriage fees payable	18,380			18,873
Other accrued expenses	8,038			8,233
Accounts payable to affiliates, net	19,016			26,756
Program rights obligations	98,735			99,814
Deferred revenue	12,552			13,688
Capital lease obligations	716			737
Bank debt	25,000			25,000
Total current liabilities	226,220			249,663
Program rights obligations	293,090			296,529
Deferred tax liability, net	103,077			102,510
Capital lease obligations	15,295			15,492
Senior notes	298,812			298,745
Senior subordinated notes	323,374			323,311
Bank debt	468,750			475,000
Other liabilities	13,434			15,005
Total liabilities	1,742,052			1,776,255
Commitments and contingencies
Member’s deficiency	(528,740		)	(533,846		)
	$	1,213,312		$	1,242,409

See accompanying notes to

condensed consolidated financial statements.

2

Rainbow National Services LLC and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended March 31, 2008 and 2007

(Dollars in thousands)

(unaudited)

	2008			2007
Revenues, net	$	178,530		$	158,307
Operating expenses:
Technical and operating (excluding depreciation and amortization shown below)	47,016			47,230
Selling, general and administrative	58,634			37,877
Restructuring charges	327			378
Depreciation and amortization	14,700			15,181
	120,677			100,666
Operating income	57,853			57,641
Other income (expense):
Interest expense	(23,685		)	(29,453		)
Interest income	599			183
Miscellaneous, net	(264		)	3
	(23,350		)	(29,267		)
Income before income taxes	34,503			28,374
Income tax expense	(12,910		)	(11,079		)
Net income	$	21,593		$	17,295

See accompanying notes to

 condensed consolidated financial statements.

3

Rainbow National Services LLC and Subsidiaries

CONDENSED CONSOLIDATED STATEMENT OF MEMBER’S DEFICIENCY

Three Months Ended March 31, 2008

(Dollars in thousands)

(unaudited)

Balance, December 31, 2007	$	(533,846	)
Capital distributions	(29,000		)
Capital contributions	12,513
Net income	21,593
Balance, March 31, 2008	$	(528,740	)

See accompanying notes to

condensed consolidated financial statements.

4

Rainbow National Services LLC and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2008 and 2007

(Dollars in thousands)

(unaudited)

	2008			2007
Cash flows from operating activities:
Net income	$	21,593		$	17,295
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	14,700			15,181
Cablevision share-based compensation expense allocations	1,331			2,506
Amortization of program rights	31,629			28,483
Amortization of deferred carriage fees	5,255			5,212
Amortization of deferred financing costs and discounts on indebtedness	762			905
Provision for doubtful accounts	310			84
Investment securities received from a customer bankruptcy settlement	—			(455		)
Unrealized loss on investment securities	—			13
Unrealized foreign currency transaction loss, net	72			40
Deferred income tax expense	727			897
Changes in assets and liabilities:
Accounts receivable, trade	(9,360		)	1,233
Accounts receivable-affiliates, net	(58		)	396
Prepaid expenses and other assets	2,868			(5,683		)
Acquisition of program rights	(38,050		)	(20,227		)
Deferred carriage fees	(120		)	(40		)
Accounts payable and accrued expenses	(14,110		)	(14,957		)
Accounts payable-affiliates, net	3,411			9,507
Program rights obligations	(4,518		)	(13,687		)
Deferred carriage fees payable	(493		)	40
Other long-term liabilities	(1,571		)	(4,678		)
Net cash provided by operating activities	14,378			22,065
Cash flows from investing activities:
Capital expenditures	(1,777		)	(116		)
Net cash used in investing activities	(1,777		)	(116		)
Cash flows from financing activities:
Cash distributions to parent	(29,000		)	(40,820		)
Proceeds from bank debt	—			18,000
Repayment of bank debt	(6,250		)	(5,000		)
Principal payments on capital lease obligations	(218		)	(259		)
Net cash used in financing activities	(35,468		)	(28,079		)
Net decrease in cash and cash equivalents	(22,867		)	(6,130		)
Cash and cash equivalents at beginning of period	51,992			7,919
Cash and cash equivalents at end of period	$	29,125		$	1,789

See accompanying notes to

condensed consolidated financial statements.

5

Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(unaudited)

NOTE 1.BUSINESS

In July 2004, Cablevision Systems Corporation (“Cablevision”) formed Rainbow National Services LLC (the “Company”).  Rainbow Programming Holdings LLC (“Rainbow Programming Holdings”), an indirect wholly-owned subsidiary of Cablevision, owns 100% of the membership interests in the Company.  The Company is a holding company with no independent operations of its own.  Its subsidiaries include entities that principally own nationally distributed 24-hour entertainment services operated as integral parts of Cablevision, including AMC, WE tv and IFC.  The Company’s unaudited condensed consolidated financial statements have been derived from the condensed consolidated financial statements and accounting records of Cablevision and reflect certain assumptions and allocations.  The financial position, results of operations and cash flows of the Company could differ from those that might have resulted had the Company been operated autonomously or as an entity independent of Cablevision.

NOTE 2.BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”) for interim financial information as required by the Company’s indentures even though the Company is not a reporting company under the Securities Exchange Act of 1934.  Accordingly, these unaudited condensed consolidated financial statements do not include all the information and notes required for complete annual financial statements.

The condensed consolidated financial statements as of March 31, 2008 and for the three months ended March 31, 2008 and 2007 presented herein are unaudited; however, in the opinion of management, such condensed consolidated financial statements include all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.  All significant intercompany transactions and balances have been eliminated in consolidation.

The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2008.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2007.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

6

Rainbow National Services LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont’d)

(Dollars in thousands)

(unaudited)

Comprehensive income for the three months ended March 31, 2008 and 2007 equals net income for the same periods.

NOTE 3.CASH FLOWS

For purposes of the unaudited condensed consolidated statements of cash flows, the Company considers short-term investments with a maturity at date of purchase of three months or less to be cash equivalents.

During the three months ended March 31, 2008 and 2007, the Company’s non-cash investing and financing activities and other supplemental data were as follows:

	Three Months Ended  March 31,
	2008		2007
Non-Cash Investing and Financing Activities:
Deemed capital contributions from affiliate related to income taxes	$	11,182	$	9,414
Deemed capital distribution to affiliate for adjustment to intangible asset basis	—		(1,629		)
Supplemental Data:
Cash interest paid	38,641		48,156
Income taxes paid	563		1,020

In the first quarter of 2007, an adjustment of $1,629 was recorded to reduce excess costs over the fair value of net assets acquired that was pushed down to the Company from Rainbow Media Holdings LLC, the Company’s indirect parent, in prior years.  This adjustment to basis was recorded as a deemed capital distribution to Rainbow Media Holdings LLC amounting to $1,064 in addition to the reduction of the related deferred income tax liability of $565.

NOTE 4RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

Recently Adopted Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (“Statement No. 157”).  Statement No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  Under Statement No. 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts.  It also clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability.  This Statement applies under other accounting pronouncements that require or permit fair value measurements.  Accordingly, this Statement does not require any new fair value measurements.  Statement No. 157 became effective for the Company on January 1, 2008 with respect to financial assets and financial liabilities.   The FASB has deferred the adoption of Statement No. 157

7

Rainbow National Services LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont’d)

(Dollars in thousands)

(unaudited)

for nonfinancial assets and nonfinancial liabilities which will be effective for the Company on January 1, 2009.  The adoption of Statement No. 157 by the Company had no impact on the Company’s consolidated financial statements with respect to financial assets and financial liabilities.   The Company has not yet determined the impact of Statement No. 157 as it relates to nonfinancial assets and nonfinancial liabilities on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115 (“Statement No. 159”).  Statement No. 159 permits entities to elect, at specified election dates, to measure eligible financial instruments and certain other items at fair value.  An entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date, and recognize upfront costs and fees related to those items in earnings as incurred.  Statement No. 159 became effective as of January 1, 2008 for the Company.  The adoption of Statement No. 159 did not have any impact on the Company’s financial position or results of operations as of and for the three months ended March 31, 2008 as the Company did not elect to measure any eligible financial instruments or certain other items at fair value.

Recently Issued Accounting Pronouncements Not Yet Adopted

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“Statement No. 161”).  Statement No. 161 requires specific disclosures regarding the location and amounts of derivative instruments in the Company’s financial statements; how derivative instruments and related hedged items are accounted for; and how derivative instruments and related hedged items affect the Company’s financial position, financial performance, and cash flows. Statement No. 161 is effective for the Company on January 1, 2009. Early application is permitted. Because the provisions of Statement No. 161 will impact the way the Company discloses its derivative instruments in its financial statements and not the accounting treatment for these instruments, the Company does not believe the adoption of Statement No. 161 will have an impact on the Company’s financial position or results of operations.

In April 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 142-3, Determination of the Useful Life of Intangible Assets.  FSP No. FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets.  FSP No. FAS 142-3 is effective for the Company on January 1, 2009.  The Company has not yet determined the impact FSP No. FAS 142-3 will have on its consolidated financial statements.

NOTE 5.                INCOME TAXES

The Company is a single-member limited liability company, indirectly wholly-owned by Rainbow Media Enterprises, Inc. (“RME”), a taxable corporation.  RME, a direct wholly-owned subsidiary of Rainbow Media Holdings LLC, is an indirect wholly-owned subsidiary of Cablevision.  As such, the Company is treated as a division of RME and is included in the consolidated income tax return of Cablevision for federal and state income tax purposes. 

8

Rainbow National Services LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont’d)

(Dollars in thousands)

(unaudited)

Accordingly, based upon the provisions of SFAS No. 109, Accounting for Income Taxes, the income tax provision is determined on a stand-alone basis as if the Company filed separate consolidated income tax returns for the periods presented herein.

The income tax expense for the three months ended March 31, 2008 and 2007 of $12,910 and $11,079 respectively, differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to the impact of state income taxes.

Since there is no tax sharing agreement in place between the Company and Cablevision, allocable current income tax liabilities calculated on a stand-alone company basis that the Company does not pay directly have been reflected as deemed capital contributions to the Company from its parent. Such contributions amounted to $11,182 and $9,414 for the three months ended March 31, 2008 and 2007, respectively.

NOTE 6.                INTANGIBLE ASSETS

The following table summarizes information relating to the Company’s acquired intangible assets at March 31, 2008 and December 31, 2007:

	March 31,  2008			December 31,  2007
Gross carrying amount of amortizable intangible assets
Affiliation agreements	$	597,156		$	597,156
Advertiser relationships	90,738			90,738
Other intangibles	8,713			8,713
	696,607			696,607
Accumulated amortization
Affiliation agreements	(375,050		)	(364,023		)
Advertiser relationships	(48,833		)	(46,371		)
Other intangibles	(8,713		)	(8,713		)
	(432,596		)	(419,107		)
Amortizable intangible assets, net of accumulated amortization	$	264,011		$	277,500
Indefinite-lived intangible assets
Excess costs over the fair value of net assets acquired	$	50,957		$	50,957
Total intangible assets, net	$	314,968		$	328,457
Aggregate amortization expense for the three months ended March 31, 2008	$	13,489

Estimated amortization expense
Year ending December 31, 2008	$	53,796
Year ending December 31, 2009	52,487
Year ending December 31, 2010	51,531
Year ending December 31, 2011	51,531
Year ending December 31, 2012	46,369

9

Rainbow National Services LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont’d)

(Dollars in thousands)

(unaudited)

NOTE 7.                SEGMENT INFORMATION

The Company classifies its business interests into two reportable segments: AMC Networks (which includes AMC and WE tv) and IFC.  These reportable segments are strategic business units that are managed separately.  The Company evaluates segment performance based on several factors, of which the primary financial measure is business segment adjusted operating cash flow (defined as operating income (loss) before depreciation and amortization, share-based compensation expense or benefit and restructuring charges or credits), a non-GAAP measure.  The Company has presented the components that reconcile adjusted operating cash flow to operating income, an accepted GAAP measure.  Information as to the operations of the Company’s reportable business segments is set forth below.

	Three Months Ended  March 31,
	2008		2007
Revenues, net
AMC Networks	$	151,459	$	133,859
IFC	27,071		24,448
Total	$	178,530	$	158,307

Reconciliation (by Segment and in Total) of Adjusted Operating Cash Flow to Operating Income

	Three Months Ended  March 31,
	2008		2007
Adjusted operating cash flow
AMC Networks	$	67,431	$	68,252
IFC	6,780		7,454
Total	$	74,211	$	75,706

	Three Months Ended  March 31,
	2008			2007
Depreciation and amortization
AMC Networks	$	(13,726	)	$	(14,144	)
IFC	(974		)	(1,037		)
Total	$	(14,700	)	$	(15,181	)

	Three Months Ended  March 31,
	2008			2007
Share-based compensation expense
AMC Networks	$	(1,086	)	$	(2,003	)
IFC	(245		)	(503		)
Total	$	(1,331	)	$	(2,506	)

10

Rainbow National Services LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont’d)

(Dollars in thousands)

(unaudited)

	Three Months Ended  March 31,
	2008			2007
Restructuring charges
AMC Networks	$	(223	)	$	(378	)
IFC	(104		)	—
Total	$	(327	)	$	(378	)

	Three Months Ended  March 31,
	2008		2007
Operating income
AMC Networks	$	52,396	$	51,727
IFC	5,457		5,914
Total	$	57,853	$	57,641

A reconciliation of reportable segment amounts to the Company’s consolidated balances is as follows:

	Three Months Ended  March 31,
	2008			2007
Income before income taxes
Total operating income for reportable segments	$	57,853		$	57,641
Items excluded from operating income:
Interest expense	(23,685		)	(29,453		)
Interest income	599			183
Miscellaneous, net	(264		)	3
Income before income taxes	$	34,503		$	28,374

	March 31,			December 31,
	2008			2007
Assets
AMC Networks	$	1,728,756		$	1,687,942
IFC	256,074			256,887
RNS Parent	41,980			65,669
Deferred tax asset	1,047			1,207
Intersegment eliminations (1)	(814,545		)	(769,296		)
	$	1,213,312		$	1,242,409

(1)Primarily represents intercompany receivables from RNS Parent recorded on the balance sheets of AMC Networks and IFC.

	Three Months Ended  March 31,
	2008		2007
Capital expenditures
AMC Networks	$	1,191	$	62
IFC	586		54
Total	$	1,777	$	116

Substantially all revenues and assets of the Company’s reportable segments are attributed to or located in the United States.

11

Rainbow National Services LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont’d)

(Dollars in thousands)

(unaudited)

Concentrations of Credit Risk

The Company had three customers that in the aggregate accounted for approximately 34% and 31% of the Company’s consolidated net trade receivable balances at March 31, 2008 and December 31, 2007, respectively, which exposes the Company to a concentration of credit risk.  These customers in the aggregate accounted for approximately 37% and 39% of the Company’s net revenues for the three months ended March 31, 2008 and 2007, respectively.

NOTE 8.                LEGAL MATTERS

The Company is party to various claims in the ordinary course of business.  Although the outcome of these matters cannot be predicted with certainty and the impact of the final resolution of these matters on the Company’s results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters will have a material adverse effect on the financial position of the Company or the ability of the Company to meet its financial obligations as they become due.

Broadcast Music, Inc. Matter

Broadcast Music, Inc. (“BMI”), an organization that licenses the performance of musical compositions of its members, has alleged that certain of the Company’s subsidiaries require a license to exhibit musical compositions in its catalog. BMI agreed to interim fees based on revenues covering certain periods for certain subsidiaries. These matters were submitted to a Federal Rate Court.  The interim fees paid to BMI remain subject to retroactive adjustment until such time as either a final decision is made by the Court or an agreement is reached by the parties.

Accounting Related Investigations

In June 2003, Cablevision reported that it had discovered certain improper expense accruals primarily at its national programming services.  The improper expense recognition matter has been the subject of investigations by the SEC and the U.S. Attorney’s Office for the Eastern District of New York.  The SEC is continuing to investigate the improper expense recognition matter and Cablevision’s timing of recognition of launch support, marketing and other payments under affiliation agreements.

Stock Option Related Matters

Cablevision and CSC Holdings announced on August 8, 2006 that, based on a voluntary review of past practices in connection with grants of stock options and stock appreciation rights (“SARs”), they had determined that the grant date and exercise price assigned to a number of their stock option and SAR grants during the 1997-2002 period did not correspond to the actual grant date and the fair market value of Cablevision’s common stock on the actual grant date.  The review was conducted with a law firm that was not previously involved with the Cablevision stock option plans.  Cablevision and CSC Holdings have advised the SEC and the U.S.

12

Rainbow National Services LLC and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont’d)

(Dollars in thousands)

(unaudited)

Attorney’s Office for the Eastern District of New York of these matters and each has commenced an investigation.  Cablevision and CSC Holdings have received a grand jury subpoena from the U.S. Attorney’s Office for the Eastern District of New York seeking documents related to the stock option issues. Cablevision and CSC Holdings have also received a document request from the SEC relating to its informal investigation into these matters.  Cablevision and CSC Holdings continue to fully cooperate with such government investigations.

NOTE 9.SUBSEQUENT EVENTS

On May 6, 2008, Rainbow Media Holdings LLC entered into an agreement to acquire Sundance Channel L.L.C. (“Sundance”) from General Electric Company’s NBC Universal, CBS Corporation’s Showtime Networks, and entities controlled by Robert Redford.  The purchase price of $496,000 (subject to customary working capital adjustments) will be paid through an exchange of approximately 12.7 million shares of common stock of General Electric Company held by Rainbow Media Holdings LLC, with a cash adjustment at closing based upon the value of the General Electric Company shares in relation to the total purchase price.  Under the transaction structure, General Electric Company will receive all of the General Electric Company common stock and the CBS and Redford entities will receive cash in exchange for their interest in Sundance.  The transaction is expected to be an exchange of the General Electric Company shares that is tax free to Cablevision.  Cablevision also expects to receive a full step up in the tax basis of Sundance.  In connection with the exchange of the General Electric Company shares, Cablevision will repay the fair value of the monetization debt and settle the related equity derivative contracts associated with those shares.  The cash portion of the purchase price and the repayment of the monetization indebtedness and the settlement of the associated equity derivative contracts are expected to be satisfied with cash on hand and/or borrowings under either the Company or CSC Holdings revolving credit agreements.

Consummation of the transaction is subject to customary closing conditions, including receipt of regulatory approvals.

13

EX-99.2

3Exhibit 99.2

Rainbow National Services LLC and Subsidiaries

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

For the Three Months Ended March 31, 2008 and 2007

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period ended March 31, 2008 is separately furnished by Rainbow National Services LLC and its subsidiaries (“RNS” and collectively with its subsidiaries, the “Company”, “we”, “us” or “our”).

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that constitute forward looking information within the meaning of the Private Securities Litigation Reform Act of 1995.  In this Management’s Discussion and Analysis of Financial Condition and Results of Operations, there are statements concerning our future operating and future financial performance.  Words such as “expects”, “anticipates”, “believes”, “estimates”, “may”, “will”, “should”, “could”, “potential”, “continue”, “intends”, “plans” and similar words and terms used in the discussion of future operating and future financial performance identify forward-looking statements.  Investors are cautioned that such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors.  Factors that may cause such differences to occur include, but are not limited to:

·the level of our revenues;

·the cost of programming and industry conditions;

·changes in the laws or regulations under which we operate;

·developments in the government investigations and litigation related to past practices of Cablevision Systems Corporation (“Cablevision”) and CSC Holdings, Inc. (“CSC Holdings”) in connection with grants of stock options and stock appreciation rights;

·developments in the government investigations relating to improper expense recognition and the timing of recognition of launch support, marketing and other payments under affiliation agreements that were reported by Cablevision in June 2003;

·the outcome of litigation and other proceedings, including the matters described in the notes to the accompanying condensed consolidated financial statements;

·general economic conditions in the areas in which we operate;

·the state of the market for debt securities and bank loans;

·demand for advertising inventory;

·our ability to obtain or produce content for our programming businesses;

·the level of our capital expenditures;

·the level of our expenses;

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·future acquisitions and dispositions of assets;

·the demand for our programming among cable television system and direct broadcast satellite (“DBS”) operators and telephone companies and our ability to maintain and renew affiliation agreements with cable television system and DBS operators and telephone companies;

·market demand for new programming services;

·other risks and uncertainties inherent in our programming businesses;

·financial community and rating agency perceptions of our business, operations, financial condition and the industry in which we operate, and the additional factors described herein.

We disclaim any obligation to update or revise the forward looking statements contained herein, except as otherwise required by applicable federal securities laws.

Overview

We provide television programming to cable television system and DBS operators and telephone companies (collectively referred to as operators) primarily throughout the United States.  We own three nationally distributed 24-hour entertainment programming networks:  AMC, WE tv and IFC.

Our future performance is dependent, to a large extent, on general economic conditions including the impact of direct competition, our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers.

We earn revenues in two principal ways.  First, we receive affiliate fee payments from operators.  These revenues are generally on a per subscriber basis and earned under multi-year contracts with those operators referred to as “affiliation agreements”. The specific affiliate fees we earn vary from operator to operator and also vary among our networks but are generally based upon the number of each operator’s subscribers who receive our programming, referred to as “viewing subscribers.”  The second principal source of revenues is from advertising.  Under our affiliation agreements, we have the right to sell a specific amount of national advertising time on our programming networks.  Our advertising revenues are more variable than affiliate fee revenues because most of our advertising is sold on a short-term basis, not under long-term contracts.  Also, our advertising revenues vary based upon the popularity of our programming as measured by rating services.

We seek to grow our revenues by increasing the number of operators that carry our services and the number of viewing subscribers.  We refer to this as our “penetration.”  AMC, which is widely distributed, has less ability to increase its penetration than WE tv and IFC, which are not as widely distributed as AMC, a primarily analog service.  WE tv and IFC, although carried by many of the larger distributors, have higher growth opportunities due to their current penetration levels with cable television system operators.  IFC is currently carried primarily on digital tiers, while WE tv is carried on either analog expanded basic or digital tiers.  Therefore, WE tv and

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IFC penetration rates may increase if operators are successful in converting their analog subscribers to highly penetrated digital tiers of service. Our revenues may also increase over time through contractual rate increases stipulated in certain of our affiliation agreements.  In negotiating for increased or extended carriage, we may be subject to requests by operators to make upfront payments in exchange for additional subscribers or extended carriage, which we record as deferred carriage fees and which are amortized as a reduction to revenue over the period of the related affiliation agreements, or to waive for a specified period or accept lower per subscriber fees if certain additional subscribers are provided. We also may help fund the operators’ efforts to market our channels or we may permit operators to offer limited promotional periods without payment of subscriber fees. As we continue our efforts to add subscribers, our subscriber revenue may be negatively affected by subscriber acquisition fees (deferred carriage), discounted subscriber fees and other payments; however, we believe that these transactions generate a positive return on investment over the contract period.  We seek to increase our advertising revenues by increasing the number of minutes of national advertising and by increasing rates for such advertising, but ultimately, the level of our advertising revenues is directly related to the overall distribution of our programming, penetration of our services and the popularity (including within desirable demographic groups) of our services as measured by rating services.

Our principal goals are to increase our affiliation fee revenues and our advertising revenues by increasing distribution and penetration of our services.  To do this, we must continue to contract for and produce high-quality, attractive programming.  Our greatest challenge arises from the increasing concentration of subscribers in the hands of a few operators, creating disparate bargaining power between us and the largest operators.  This increased concentration could adversely affect our ability to increase the penetration of our services or even result in decreased penetration.  In addition, this concentration gives those operators greater leverage in negotiating the price and other terms of affiliation agreements.

The Company had three customers that in the aggregate accounted for approximately 34% and 31% of the Company’s consolidated net trade receivable balances at March 31, 2008 and December 31, 2007, respectively, which exposes the Company to a concentration of credit risk.  These customers accounted for approximately 37% and 39% of the Company’s net revenues for each of the three months ended March 31, 2008 and 2007, respectively.  As a result of this concentration, the potential impact of a loss of any one of our major affiliate relationships would have a significant adverse impact on our business.

The Company classifies its business interests into two reportable segments:  AMC Networks (which comprises AMC and WE tv) and IFC.

Cautionary Note Concerning Historical Financial Statements

Our financial information does not necessarily reflect what our results of operations and financial position would have been if we had operated as an entity separate from Cablevision, our indirect parent, during the periods presented herein.

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Results of Operations

The following table sets forth on a historical basis certain items related to operations as a percentage of net revenues for the periods indicated.

RESULTS OF OPERATIONS DATA

	Three Months Ended March 31,
	2008					2007					Increase
				% of Net					% of Net		(Decrease)
	Amount			Revenues		Amount			Revenues		in Income
	(dollars in thousands)
Revenues, net	$	178,530		100	%	$	158,307		100	%	$	20,223
Operating expenses:
Technical and operating (excluding depreciation and amortization shown below)	47,016			27		47,230			30		214
Selling, general and administrative	58,634			33		37,877			24		(20,757		)
Restructuring charges	327			—		378			—		51
Depreciation and amortization	14,700			8		15,181			10		481
Operating income	57,853			32		57,641			36		212
Other income (expense):
Interest expense, net	(23,086		)	(13	)	(29,270		)	(18	)	6,184
Miscellaneous, net	(264		)	—		3			—		(267		)
Income before income taxes	34,503			19		28,374			18		6,129
Income tax expense	(12,910		)	(7	)	(11,079		)	(7	)	(1,831		)
Net income	$	21,593		12	%	$	17,295		11	%	$	4,298

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Comparison of the Three Months Ended March 31, 2008 Versus the Three Months Ended March 31, 2007

Revenues, net for the three months ended March 31, 2008 increased $20.2 million (12.8%) as compared to revenues for the same period in the prior year.  The net increase is attributable to the following:

	(dollars in millions)
	AMC  Networks			IFC		Total
Increase (decrease) in:
Advertising revenue	$	12.3		$	0.4	$	12.7
Affiliate fee revenue	5.5			1.9		7.4
Other revenue	(0.2		)	0.3		0.1
	$	17.6		$	2.6	$	20.2

The increase in advertising revenue for the three months ended March 31, 2008 compared to the prior year at AMC Networks resulted principally from higher units sold.  The increase at IFC is due to increased event sponsorship sales related to programming aired on the network.  The increase in affiliate fee revenue for the three months ended March 31, 2008 compared to the prior year is due to an increase in viewing subscribers and per subscriber rate increases.  Viewing subscribers as of March 31, 2008 compared to March 31, 2007, increased 3.4% and 11.2% at AMC Networks and IFC, respectively.

	As of March 31,			Percent
	2008	2007	Increase	Increase
	(in thousands)
Viewing Subscribers:
AMC	84,600	83,100	1,500	1.8	%
WE tv	56,900	53,800	3,100	5.8	%
IFC	45,500	40,900	4,600	11.2	%

The Company believes the WE tv and IFC programming services may benefit from increased distribution, especially on the digital tiers of cable television system operators as digital capacity continues to become available, and increased advertising revenues as cable networks, including ad-supported niche programming networks (such as WE tv), attract a greater advertising market share.  These increases could potentially be offset by lower net effective rates per viewing subscriber for our programming services due to the consolidation of operators and limited opportunities for increases in distribution in the United States for our substantially fully penetrated AMC programming service.  Changes in the viewership ratings of our AMC and WE tv programming services may also significantly affect future advertising revenues.

Technical and operating expenses include primarily amortization of costs to license programming, including feature films, and programming and production costs.  Depreciation and amortization expense of fixed assets and definite lived intangibles is not included in technical and operating expenses but is presented as a separate operating expense.

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Technical and operating expenses for 2008 decreased $0.2 million (less than 1%) compared to 2007.  The decrease in technical and operating expense is attributed to the following:

	(dollars in millions)
	AMC  Networks			IFC		Total
Increase (decrease), net in:
Amortization of programming content and series development/original programming costs	$	(1.8	)	$	0.4	$	(1.4	)
Programming related costs	0.8			0.4		1.2
	$	(1.0	)	$	0.8	$	(0.2	)

The decrease in amortization of programming content and series development/original programming costs of $1.4 million for the three months ended March 31, 2008 compared to the same period in the prior year is due primarily to a decrease in costs incurred for pilots at AMC Networks, partially offset by increased original programming costs at IFC.  The increase in programming related costs at AMC Networks is due primarily to increased broadband/video-on-demand related costs.  The increase in programming costs at IFC is due primarily to the development of non-film programming.

As a percentage of revenues, technical and operating expenses decreased to 27% for the three months ended March 31, 2008 compared to 30% for the same period in 2007.

There may be significant changes in the level of our expenses from quarter to quarter and/or year to year due to content acquisitions and/or original programming costs.  As additional competition for product increases from new programming services and alternate distribution technologies continue to develop in the industry, costs for film and other programming content may increase.

Selling, general and administrative expenses include primarily sales, marketing and advertising expenses, administrative costs and costs of facilities.  Selling, general and administrative expenses increased $20.8 million (55%) for the three months ended March 31, 2008 as compared to 2007.  The increase in selling, general and administrative expenses is attributable to the following:

	(dollars in millions)
	AMC  Networks			IFC			Total
Increase (decrease) in:
Sales and marketing costs	$	16.8		$	2.0		$	18.8
Other general and administrative costs	2.2			0.6			2.8
Management fees	0.6			—			0.6
Long-term incentive plan expense allocated from Cablevision	(0.2		)	—			(0.2		)
Share-based compensation expense allocated from Cablevision	(0.9		)	(0.3		)	(1.2		)
	$	18.5		$	2.3		$	20.8

The increase in sales and marketing costs at AMC Networks and IFC of $16.8 million and $2.0 million, respectively, primarily resulted from an increase in expenses for marketing and promotion of original programming series of $13.7 million and $0.9 million at AMC Networks and IFC, respectively.  Additionally, the increase in sales and marketing costs was due to an increase in costs for advertising sales of $2.3 million and $0.4 million at AMC Networks and IFC, respectively, for the three months ended March 31, 2008 compared to the same period in

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2007 due to increased advertising revenues.  The increase in other general and administrative costs at AMC Networks is primarily due to an increase in rent expense of $0.5 million, an increase in legal expenses of $0.2 million and increased parent company allocations of $1.1 million.  The increase in other general and administrative costs at IFC is primarily due to an increase in rent expense of $0.1 million and increased parent company allocations of $0.2 million.  Management fees increased due to the increased revenues of AMC Networks in 2008 compared to 2007.  Pursuant to an agreement with CSC Holdings, a wholly-owned subsidiary of Cablevision, AMC LLC and WE LLC pay an annual management fee of 3.5% of their revenues (as defined under the terms of the agreement) to CSC Holdings on a monthly basis.

As a percentage of revenues, selling, general and administrative expenses increased to 33% for the three months ended March 31, 2008 compared to 24% the same period in 2007.

Restructuring charges of $0.3 million and $0.4 million for the three months ended March 31, 2008 and 2007, respectively, represent severance charges resulting from the elimination of certain staff positions due to the consolidation and reorganization of certain departments.

Depreciation and amortization decreased $0.5 million (3%) for the three months ended March 31, 2008 compared to the same period in 2007 due primarily to a decrease in amortization expenses of $0.4 million due to certain intangible assets becoming fully amortized in the first quarter of 2007.

Net interest expense decreased $6.2 million for the three months ended March 31, 2008 compared to the same period in the prior year.  The net decrease was attributable to a decrease in interest expense of $5.8 million for the three months ended March 31, 2008 compared to the same period in the prior year.  The decrease in interest expense resulted primarily from a decrease in average outstanding bank debt in the 2008 period of $29.3 million and the redemption of $175.0 million of senior subordinated notes on August 31, 2007.  The decrease in net interest expense was also due to an increase in interest income of $0.4 million due to higher average cash balances for the three months ended March 31, 2008 compared to the same period in the prior year.

Income tax expense of $12.9 million and $11.1 million for the three months ended March 31, 2008 and 2007, respectively, resulted primarily from pretax income and the impact of state income taxes.

CASH FLOW DISCUSSION

Operating Activities

Net cash provided by operating activities amounted to $14.4 million for the three months ended March 31, 2008 compared to $22.1 million for the three months ended March 31, 2007.  The 2008 cash provided by operating activities resulted from $76.4 million of net income before depreciation and amortization and other non-cash items and a decrease in net other assets totaling $4.1 million, partially offset by a decrease in cash resulting primarily from the acquisition of and payment of obligations relating to programming rights totaling $42.6 million, an increase in accounts receivable, trade of $9.4 million due to an increase in affiliate fee trade receivables and a decrease of $14.1 million in accounts payable and accrued expenses.

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The 2007 cash provided by operating activities of $22.1 million resulted from $70.2 million of net income before depreciation and amortization and non-cash items and a decrease in net other assets totaling $0.8 million, partially offset by a decrease in cash resulting primarily from the acquisition of and payment of obligations relating to programming rights totaling $33.9 million and a decrease of $15.0 million in accounts payable and accrued expenses.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2008 was $1.8 million compared to $0.1 million for the three months ended March 31, 2007.  The 2008 and 2007 investing activities consisted of capital expenditures.  Capital expenditures in 2008 were primarily for the purchase of technical equipment for the future transmission of our networks in high-definition.

Financing Activities

Net cash used in financing activities amounted to $35.5 million for the three months ended March 31, 2008 compared to $28.1 million for the three months ended March 31, 2007.  In 2008, financing activities consisted of capital distributions to our parent of $29.0 million, repayment of bank debt of $6.3 million, and principal payments on capital leases of $0.2 million.  In 2007, financing activities consisted of capital distributions to our parent of $40.8 million, repayment of bank debt of $5.0 million, and principal payments on capital leases of $0.3 million, partially offset by proceeds from bank debt of $18.0 million.

LIQUIDITY AND CAPITAL RESOURCES

Overview

The operations of the businesses that are included in our consolidated financial statements collectively have historically generated positive cash flow from operating activities.  However, each of our programming businesses has substantial programming, acquisition and development expenditure requirements.

We generated positive net cash from operating activities in the first quarter of 2008.  Our cash flow from operations, plus proceeds from borrowings available to us, provide the capital required for net funding and investment requirements of other Rainbow programming services that we do not own, including Rainbow’s suite of 15 channels, produced exclusively in high definition and marketed for distribution to DBS and cable operators (“VOOM”) and Rainbow’s regional news networks (“News 12 Networks”), subject to the applicable covenants and limitations contained in our financing agreements.  We currently expect our net funding and investment requirements for the next twelve months will be met by one or more of the following:  our cash on hand, cash generated by our operating activities and available borrowings under our credit facility.  During the three months ended March 31, 2008, we distributed $29.0 million to Rainbow Programming Holdings LLC, our direct parent, to, among other things, fund other Rainbow programming services, including VOOM and News 12 Networks.

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The following table summarizes our outstanding debt, the present value of capital lease obligations, interest expense and capital expenditures as of and for the three months ended March 31, 2008:

	(dollars in thousands)
Bank debt	$	493,750
Capital leases	16,011
Senior notes	298,812
Senior subordinated notes	323,374
Total debt	$	1,131,947
Interest expense	$	23,685
Capital expenditures	$	1,777

Debt Financing Agreements

Outstanding borrowings under our $500 million term A loan facility at March 31, 2008 were $493.8 million.  There were no borrowings outstanding under our $300 million revolving credit facility at March 31, 2008.  As of March 31, 2008, we also have outstanding $325 million principal amount of 10 3/8% senior subordinated notes and $300 million principal amount of 8 3/4% senior notes.

At March 31, 2008, the interest rate on the term A loan facility was 4.00%.

We were in compliance with all of our financial covenants under our credit agreement as of March 31, 2008.  In addition, we are also subject to financial covenants of the senior and senior subordinated notes we have issued which are generally less restrictive than those contained in our credit agreement.

Future access to the debt markets and the cost of any future debt issuances are also influenced by our credit ratings, which are provided by Moody’s Investors Service (“Moody’s”) and Standard & Poor’s.  Key factors in the assessment of our credit ratings include our free cash flow generating capacity, fiscal strategy, enterprise value and industry risk.  Our corporate credit rating is Ba3 by Moody’s with a stable outlook and BB by Standard & Poor’s with a negative outlook.  Any future downgrade to our credit ratings by either rating agency could increase the interest rate on future debt issuances and could adversely impact our ability to raise additional funds.

Recent Events

On May 6, 2008, Rainbow Media Holdings LLC entered into an agreement to acquire Sundance Channel L.L.C. (“Sundance”) from General Electric Company’s NBC Universal, CBS Corporation’s Showtime Networks, and entities controlled by Robert Redford.  The purchase price of $496 million (subject to customary working capital adjustments) will be paid through an exchange of approximately 12.7 million shares of common stock of General Electric Company held by Rainbow Media Holdings LLC, with a cash adjustment at closing based upon the value of the General Electric Company shares in relation to the total purchase price.  Under the transaction structure, General Electric Company will receive all of the General Electric Company common stock and the CBS and Redford entities will receive cash in exchange for their interest

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in Sundance.  The transaction is expected to be an exchange of the General Electric Company shares that is tax free to Cablevision.  Cablevision also expects to receive a full step up in the tax basis of Sundance.  In connection with the exchange of the General Electric Company shares, Cablevision will repay the fair value of the monetization debt and settle the related equity derivative contracts associated with those shares.  The cash portion of the purchase price and the repayment of the monetization indebtedness and the settlement of the associated equity derivative contracts are expected to be satisfied with cash on hand and/or borrowings under either the Company or CSC Holdings revolving credit agreements.

Consummation of the transaction is subject to customary closing conditions, including receipt of regulatory approvals.

Interest Rate Risk

The credit agreement is a variable rate instrument.  Accordingly, the Company is subject to interest rate volatility.

Commitments and Contingencies

As of March 31, 2008, the Company’s commitments and contingencies not reflected on the Company’s consolidated balance sheet, consisting primarily of long-term program rights obligations, long-term affiliate transmission service commitments and marketing commitments, decreased approximately $9.0 million to approximately $248.0 million as compared to $257.0 million at December 31, 2007.  The decrease relates primarily to the decrease of commitments for future program rights obligations of approximately $11.0 million and payments made towards the commitment for technical support and affiliate transmission services of approximately $2.0 million, partially offset by an increase in operating lease obligations of approximately $4.0 million.

Recently Issued Accounting Standards Not Yet Adopted

In March 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“Statement No. 161”).  Statement No. 161 requires specific disclosures regarding the location and amounts of derivative instruments in the Company’s financial statements; how derivative instruments and related hedged items are accounted for; and how derivative instruments and related hedged items affect the Company’s financial position, financial performance, and cash flows. Statement No. 161 is effective for the Company on January 1, 2009.  Early application is permitted. Because the provisions of Statement No. 161 will impact the way the Company discloses its derivative instruments in its financial statements and not the accounting treatment for these instruments, the Company does not believe the adoption of Statement No. 161 will have an impact on the Company’s financial position or results of operations.

In April 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 142-3, Determination of the Useful Life of Intangible Assets.  FSP No. FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets.  FSP No. FAS 142-3 is effective for the Company on January 1, 2009.  The Company has not yet determined the impact FSP No. FAS 142-3 will have on its consolidated financial statements.

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