Latin America and BrazilNetworks Regional Overview

February 2013

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Latin America and Brazil Market Evolution• The Pay TV industry has experienced strong growth across the region due to the improved macroeconomics and

growth of the middle class. International channel packages were launched approximately 20 years ago and have expanded offerings.

HBO Distributed Group• Group of 18 channels including premium and basic channels • Includes HBO and Cinemax, SPT Channels Warner, AE, History, Bio, and E!• Operations based in Miami and Caracas with sales offices across region• SPT sold remaining interest in HBO LatAm in March 2011• SPT is distributed by HBO under a five year agreement which has a five year renewal option

Fox Group• Group of 21 channels including premium and basic cable• Includes Telecine, Movie City, Fox, FX, Nat Geo • Distributing Universal channels in Latin markets (Universal has joint venture with Globo in Brazil)• Launched Fox Sports in Brazil in 2012• Operations based in Los Angeles and Argentina with sales offices across region

Turner Group• Group of 15 channels• Includes TNT, CNN, Space and Cartoon Network• Launched TBS Very Funny channel in 2012 by converting local channel brand• Purchased Chilevision (Free TV) in 2010• Operations based in Atlanta and Argentina with sales offices across region

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Discovery Group• Group of nine channels• Includes Discovery, Animal Planet, TLC• Rebranded Liv to Discovery ID in 2012• Operations based in Miami with sales offices across the region

Viacom Group• Group of four channels• Includes MTV, VH1, Nick and Comedy Central• Licenses MTV brand to Abril in Brazil and has been rumored to be for sale• Launched Comedy Central in 2012

Disney Group• Group of five channels• Includes Disney, XD and ESPN• Operations based in Argentina with sales offices across the region

Liberty/Chellomedia • Group of 10 channels• Includes MGM, Cosmopolitan, Casa Club and El Gourmet • Recently consolidated the operations of the two companies, MGM Latin America and

Pramer. • MGM channels were acquired in 2012 • Cosmopolitan channel 50% ownership from Hearst was acquired in 2012.

Latin America and Brazil Market Evolution

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Growth of local cable channel offerings

• Globosat in Brazil– Group of 33 Channels – Telecine, Globo News, Sport Tv, Canal Futura– Sharing of sports rights between Free and PayTV channels. – Utilization of telenovela content from free channels to have “best

of” novela channels

• Televisa Networks in Mexico:– Group of 15 channels– Canal 5, American Network, Canal de las Estrellas, Golden and

Unicable– Must carry on Televisa owned systems limits space for other

channel packages– Uses muscle of Free TV, and cable/DTH ownership to control Pay

TV market

Latin America and Brazil Market Evolution

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•Population of 590M

•Total TV Households: 135M

•Pay TV Households: 50M

•21 Countries and select Caribbean islands

•Largest Markets‒ Brazil‒ Mexico ‒ Colombia ‒ Argentina ‒ Chile

Latin America and Brazil

SPT office locations

Buenos Aires

Sao Paulo and Rio

Caracas

Miami

Panama

Bogota

Mexico City and Monterrey

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Market Focus - Brazil

• Population: 193M• Total HHs: 58M• Total TV HHs: 55M• Pay TV HHs: 15M• Pay TV Penetration: 28%

• Globo Media group leads Brazilian TV market‒ Free TV 70% share of rating and 75% share of advertising‒ Globosat group of channels has 50% share of PayTV advertising

• Pay TV doubled number of households in last three years.

• Largest increase is in C class penetration.

• Telmex owned Claro (Carlos Slim) completed acquisition of Net Brazil system in 2012.

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Affiliate Market Share by Groups

Brazil Market Overview

• DTH had stronger growth than cable

• Increase in middle class (C) penetration is driving affiliate growth.

• Pay TV Ad market softer than expected in 2012.

• SPT Channels projected to grow by 9% versus 3% for other LAMAC channel members.

• Growth despite new TV regulations and ad restrictions.

2012 Ad Sales MarketUS$ 12.6B

Open TV

64.70%News-paper

11.30%

Mag-azine6.30%

Online5.00%

Pay TV4.40%

Radio4.00%

Outdoor3.00% Cinema

0.30%

Others1.00%

38.4%

29.1%

16.5%

5.9%2.9%

7.2%NET Services (Slim)

Sky (Liberty)

Via Embratel(Local)

TVA (Telefonica)

Oi (Local)

Others

2012 2013 2014 2015 20160

5,000

10,000

15,000

20,000

25,000

30,000

15,00016,100

17,30018,500

19,900

Subscribers

+28% +31%+37%

+34%+41%

Penetration

Brazil Pay TV Subscriber Growth

Source – PWC Entertainment Report 8

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• Population: 112M• Total HHs: 26M• Pay TV HHs: 11M• Pay TV Penetration: 42%

Market Focus - Mexico

• Televisa group is largest broadcaster and Pay TV channel operator (51% market share)

• Televisa has ownership in large affiliate systems (Sky Mexico, Cablemas and Cablevision)

• Televisa applied market influence to control growth of international programmers advertising. Ad minute restriction to six minutes per hour was enforced in 2012 and negatively impact SPT channel sales. Reduction from prior market selling practice of 10-12 minutes. Lobbying efforts continue with TAP and USTR on adjusting restriction

• Presidential election in September 2012 and Enrique Pena Nieto took office in Dec 2012. Nieto has strong ties with Televisa.

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Mexico Market Overview

• Increase in Pay TV penetration to over 40% in 2011 with growth of introductory cable packages.

• Highest growth in DTH with launch of Dish Mexico in Dec 2008 and rapidly grown to over 3M subscribers. Dish is expected to expand in 2013 and is looking for opportunities in Brazil market

• Ad Sales growth for SPT Channels despite ad minute restriction thru increased spot rates and use of other day parts.

Open TV56%

Pay TV7%

Radio9%

Magazines3%

News Paper

8%

Cinema2%

Online7%

Outdoor8%

Other1%

2012 Ad Sales MarketUS$5B Total

Affiliate Market Share by Groups(subscribers)

(Televisa)

(Televisa)

(Televisa)

(Televisa)

(Dish Corp)

2012 2013 2014 2015 20160

5,000

10,000

15,000

20,000

11,000 11,742 12,511 13,227 13,836

Subscribers

Penetration

+44%+47%

+50%+52%

+42%

Mexico – Pay Tv Subscriber Growth

Source – PWC Entertainment Report 11

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Latin America and Brazil Programming Strategy

• SPT operates three very distinct linear channels in the region with approximately 50% of its revenue generated from Cable & DTH and 50% generated from advertising.

• Our goal is to provide a channel offering that has great value to the operators, as well as the strongest advertising revenue potential.

• In the last three years, the Cable & DTH market has changed dramatically. As the high income A & B households reached high saturation levels, operators have focused on growing penetration in the lower C (also referred to as the middle class) households.

• Higher penetration of local cable offerings in Mexico and Brazil and stronger competition from international programmers.

• Historically, SET and AXN have aired subtitled US series & movies.• Though we still are Top 5 ranked in the DTH homes where there are predominantly upscale

households, we have seen a loss in ranking in the new C cable households.• Our goal today is to continue to lead in the upscale homes where the Pay TV advertising is still most

prevalent, while creating an upside opportunity in the middle class sector.• SET, AXN and the “new” SPIN has accomplished this by focusing each channel on a very specific

demographic, as well as more effectively scheduling our shows to compete on a local basis with customization of our 17 feeds.

• Due to the amount of “studio” competitors, we have locked in an output deal with Disney and a volume deal with SPT to secure a pipeline of content.

• The price of primetime series has risen over 82% in the last three years due to market demand.

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Latin America and Brazil Programming Strategy- SET

• SET is our flagship brand.• SET is a general entertainment channel targeting AD 18-49, but skewing W18-49.• SET airs mostly US sourced series such as Grey’s Anatomy, The Client List, Revenge, Once Upon a

Time and Nashville. In Brazil, we also air CSI on SET.• SET has focused on producing local shows in our two key markets Brazil and Mexico.• SET Brazil is currently in production of Agora Vai, a sitcom based on a dysfunctional ad agency and

SET Mexico is in pre-production of season 4 of our hit series Mexico’s Next Top Model.• In all cases when we source local productions, we heavily weigh both rating potential, as well as

advertising integration opportunities.• Due to the Brazilian Ancine law, we are using local production incentives to fund our local shows

when possible.• SET has customized schedules in Brazil, Mexico, the Andes Region and the Southern Cone.• Brazil has begun dubbing our key series and all our movies to great success.• Latin America has kept to a mostly sub-title strategy, which continues to be more effective in the

Northern Regions, but we are exploring dubbing as we head south.

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Latin America and Brazil Programming Strategy- AXN

• AXN is our highest rated channel.• AXN is a drama oriented general entertainment channel also targeting AD 18-49, but skewing AD25+.• AXN airs mostly US sourced series such as Criminal Minds, CSI, CSI NY, NCIS, Breaking Bad, Last

Resort, and The Firm. (Brazil airs CSI on SET.)• AXN also has a very strong movie offering.• AXN has not focused on local productions due to the cost of this genre, but we have capitalized on

Network Productions such as The Firm and Hannibal to create local advertising customizations to give us an edge.

• To comply with the Brazilian content law, we are acquiring local content.• AXN is focused on customized schedules in Brazil, Mexico, the Andes Region and the Southern Cone.• Dubbing strategy for AXN Brazil and Latin America is the same as SET.

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Latin America and Brazil Programming Strategy- SPIN

• Spin has the lowest distribution of our channels and the lack of operator capacity has made expanding distribution a challenge. Without distribution, it has been very hard to achieve our advertising targets.

• Targeting the volatile youth audience in the linear space has proved to be a challenge.• We have attempted to reduce programming costs, but that has put our existing affiliate distribution

at risk as operators constantly threaten to take the lowest ranked channels off their systems.• We have therefore developed a strategy with HBO Distribution team to improve SPIN’s value

proposition to the operators by targeting the C segment.• SPIN will target the C segment by scheduling 100% dubbed and local content. Programming will be

scheduled in horizontal strips to appease the viewing habits of this C segment.• SPIN will source both dubbed local versions of series from our output and volume deals such as Dona

Barbara, Zorro, Grey’s Anatomy, and Ghost Whisperer.• We will continue to keep content costs low, while delivering a very aspirational C appealing channel.• The channel will provide a “barker” value proposition to the operator to sell tier package upgrades.• Spin’s broader audience will allow us to target large bulk advertisers (ie - Colgate, Proctor &

Gamble).

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Brazil Programming Highlights

• Brazil regulations were implemented in 2012 that requires local produced content to be shown in primetime. Implemented in stages and by Oct 2013 will require 3.5 hours weekly in primetime. Channels have had to acquire local content to be in compliance.

• Performance of key programs:• SET showed improved ratings in FY13 due to focus on bringing viewers back to channel.

Movement of CSI from AXN back to SET had strong ratings.• AXN strong performing shows are Criminal Minds and Unforgettable.

• Original Programming:• Agora Vai is first scripted program for SET and in pre-production now. Funded 100% from

Ancine funds (local production incentive).

• Breakout Brazil– Music contest done in conjunction with YouTube and Sony Music.– Over 2,000 submissions with over 2M page views and over 100K votes.– Will be on air in March 2013. Main sponsor was Fiat.

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Pay Entertainment Channels (including Local), Ranking 2012 MON-SUN 18:00-24:00Brazil 2012 Channel Rankers

People AB 18-49 Women AB 18-49

Fonte: Ibope MW – 8 mercados Pay TV. Jan-Dec 2012

6% higher vs. same time last

year.

14% higher vs. same time last

year.

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Brazil 2012 Channel RankersPay Entertainment Channels (including Local), 2012 MON-SUN 18:00-24:00

Fonte: Ibope MW – 8 mercados Pay TV. Jan-Dec 2012

People AB 25+ Women AB 25+

-11% vs. same time last year.

-5% vs. same time last year.

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BRA

Source: Sky Ratings

Sky Brazil 2012 Channel RankersPay Entertainment Channels, Ranking Mon-Sun 18:00-24:00

Households

Period: Jan-Dec 2012 Target

Daypart: Mon-Sun 18:00-24:00 DTV HH's

Brasil - sem kids/sport TRP (avgW)

Total 16,81

1 Globo News 1,87

2 Canal Viva 0,78

3 Warner Channel 0,65

4 AXN 0,64

5 GNT 0,57

6 Universal Channel 0,56

7 Fox 0,56

8 Turner Classic Movies 0,52

9 Telecine Premium 0,47

10 TNT 0,46

11 History 0,41

12 Sony Entertainment Television 0,40

13 Megapix 0,39

14 Telecine Pipoca 0,37

15 FX 0,37

16 NHK World TV 0,36

17 Discovery Channel 0,36

18 National Geographic Channel 0,35

19 Telecine Action 0,33

20 Space 0,32

Rk#

Mon-Sun 18h-24h

Period: Jan-Dec 2012 Target

Daypart: Mon-Fri 21:00-23:00 DTV HH's

Brasil - sem kids/sport TRP (avgW)

Total 18,00

1 Globo News 1,89

2 AXN 0,75

3 Fox 0,71

4 Warner Channel 0,70

5 Canal Viva 0,67

6 Universal Channel 0,62

7 Sony Entertainment Television 0,61

8 GNT 0,61

9 History 0,50

10 Turner Classic Movies 0,48

11 TNT 0,45

12 Telecine Premium 0,44

13 National Geographic Channel 0,40

14 FX 0,40

15 Megapix 0,39

16 Discovery Channel 0,38

17 Telecine Action 0,37

18 Telecine Cult 0,36

19 Telecine Pipoca 0,33

20 NHK World TV 0,32

Rk#

Mon-Fri 21h-23h

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Mexico Programming Highlights

• Performance of key programs– Greys Anatomy - #1 show for Pay TV in its time period– The Client List has proven to be a success with its first season in Mexico, where it has become Sony’s

current second strongest show among Women 18-49 High+Medium. In its time slot, it ranks Sony #2 among the competition and #3 among All Pay TV

– Continued strong performance of CSI series on AXN

• Production of MNTM Season 3 for SET– Sony #3 among All Pay TV during its time slot in Mexico in Women 18-49 High+Medium– #1 Reality Show in its time period in 11 different targets – #2 program in GE after The Simpsons

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Mexico 2012 Channel RankersPay Entertainment Channels (including Local), MON-SUN 18:00-24:00

Pay Women 18-49 High+MediumPay People 18-49 High+Medium

18% higher than same time last

year.

6% higher than same time last

year.

15% higher than same time last

year.

9% higher than same time last

year.

Source: IBOPE Media

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Pan

Pay Entertainment Channels, MON-SUN 18:00-24:00Pan-Regional 2012 Channel Rankers

AXN is stable with 2011.

SET is stable with 2011.

Source: IBOPE Media

AXN is up in rank vs. 2011 and stable in

rating%.

SET is stable with 2011.

Pay Women 18-49 High+MediumPay People 18-49 High+Medium

AXN ranked among the Top 2 International Entertainment channels and SET ended the year within the Top 10.

DTV has a larger sample size than Ibope and is in more upscale HH’s.

DirecTV Household Ranker (Arg, Col, Chi, Per, Ven, Uru)

*NOTE Brazil is not contemplated in the DTV Pan Regional average because the system does not allow it.

DirecTV 2012 Channel RankerPay Entertainment Channels, December 2012 MON-SUN 19:00-25:00

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Market Focus – Other Latin Countries

• Venezuela ‒ Ongoing channel operation in Caracas with approx 80 personnel. Prior to decentralization

personnel HC was at 159.‒ Have been monitoring situation since Chavez won re-election in October 2012.‒ In December announced cancer return and underwent additional surgery where he

remained until February 18th return to Caracas. Medical condition remains unknown the Vice President Nicolas Maduro has been acting as President.

‒ Bolivar currency was devaluated in February 2013. The official exchange rate moves from VEF/USD 4.3 to VEF/USD 6.3. Impact to FY13 of approx ($1.2M) from balance sheet and revenue reduction.

• Argentina ‒ Opened Ad Sales office in April 2012 and have small channel team.‒ Regulation forcing Grupo Clarin to divest of some affiliate system assets was delayed due

to local influence. Largest cable system in market.‒ Ongoing concerns over Argentine Peso and risk of devaluation.

• Colombia

• Opened Ad Sales office in April 2012

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Channel Financial Performance

Channel Market Revenues

Subscriber Actual Trend

(In Thousand subs)

FY12 -Actual FY13 -EOY FY14 - Budget -

50,000

100,000

150,000

200,000

250,000

170,152 186,112

216,928

54,881 56,459 59,377

RevenueEbit

FY12 -Actual FY13 -EOY FY14 - Budget -

50,000

100,000

150,000

200,000

250,000

54,802 57,373 64,601

38,560 40,657 48,872

76,791 88,082

103,455

170,153

186,112

216,928

BrazilMexicoOther Latam MarketsTotal Revenue

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Digital Networks

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Crackle Enjoying An Early Success In Latin America and Brazil

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Crackle Enjoying An Early Success In Latin America and Brazil

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Crackle Expansion in Latin America and Brazil

• Plans to launch Women’s Channel in FY14 to expand digital offering.

• Demand for female skewed content by users and advertisers.

• Broaden SPT offering to cover men, women and adults.

• Strategically important digital and linear brand offering for advertisers.

• Digital demand from agencies continues to grow.