2015 q4 investor presentation...2015 investor presentation. cautionary statement concerning...

2015Investor Presentation

Cautionary Statement Concerning Forward-Looking Statements andNon-GAAP Financial Measures

2

This presentation contains forward-looking statements, including those relating to our capital needs, business strategy, expectations and intentions. Statements thatuse the terms “believe”, “anticipate”, “trend”, “expect”, “plan”, “estimate”, “forecast”, “intend” and similar expressions of a future or forward-looking nature identifyforward-looking statements for purposes of the U.S. federal securities laws or otherwise. For these statements and all other forward-looking statements, we claim theprotection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy or are otherwise beyond our controland some of which might not even be anticipated. Forward-looking statements reflect our current views with respect to future events and because our business issubject to such risks and uncertainties, actual results, our strategic plan, our financial position, results of operations and cash flows could differ materially from thosedescribed in or contemplated by the forward-looking statements contained in this report.

Important factors that contribute to such risks include, but are not limited to, those factors set forth under "Risk Factors” as well as the following: the success of ourefforts to increase our revenues and recapture advertising market share in the Czech Republic; levels of television advertising spending and the rate of developmentof the advertising markets in the countries in which we operate; the effect of global economic uncertainty and Eurozone instability in our markets and the extent andtiming of any recovery; the extent to which our liquidity constraints and debt service obligations restrict our business; our ability to refinance our existing indebtedness;our success in continuing our initiatives to diversify and enhance our revenue streams; our ability to make cost-effective investments in our television businesses,including investments in programming; our ability to develop and acquire necessary programming and attract audiences; changes in the political and regulatoryenvironments where we operate and application of relevant laws and regulations; our exposure to additional tax liabilities; and the timely renewal of broadcastinglicenses and our ability to obtain additional frequencies and licenses.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are includedin our filings. For a more detailed description of these uncertainties and other features, please see the “Risk Factors” section in our most recent Annual Report onForm 10-K filed with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date on when they were made and we undertakeno obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Non-GAAP Financial Measures

CME reports its results in accordance with generally accepted accounting principles in the United States (“GAAP”). However, management believes that certain non-GAAP performance measures used in managing the business may provide meaningful information about underlying trends in our business. Non-GAAP financialmeasures should be viewed in addition to, and not as an alternative for, CME’s reported results prepared in accordance with GAAP. Please see the attached FinancialReview appendix for a reconciliation to the most directly comparable GAAP financial measures. OIBDA, which includes amortization and impairment of programrights, is determined as operating income before depreciation, amortization of intangible assets and impairments of assets and certain unusual or infrequent itemsthat are not considered by our chief operating decision makers when evaluating our performance.

CME is a Leading Television Broadcaster in CEE

Combined population: approx. 50 mCombined TV ad market size: approx. $827m(an increase of 6% at constant rates compared to 2014)

2015 CME markets

3

Source: 2015 CME estimates at average 2015 exchange rates

TV ad market size by geography

Czech Republic $273m

Romania$194m

SlovakRepublic$124m

Croatia $89m

Slovenia$60m

Bulgaria$87m

Source: International Monetary Fund ("IMF"), CME estimates

4

Why invest in CME?

Our Strategy:

• Leveraging popular content to maintain orincrease our audience and advertising marketshare leadership

• Driving growth in advertising revenues throughpricing strategies

• Developing additional revenue streams

• Optimizing content costs while safeguarding ourbrands and competitive strengths

• Maintaining a strict cost discipline by controllingother expenses

Our Competitive Strengths:

• Market leading presence ontelevision

• Leading media brands

• Our people

• Strong local content productionand program library

Audience Performance Overview

5Variance in percentage points

1 Source: Local TV data providers (see Segment Performance slides). All shares in main channel sales target group.

2014 2015

FY All Day Audience Share

50%40%30%20%10%

0%

Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia

34.7% 27.3%36.2%

24.9% 33.0% 35.1%38.8%27.4% 36.0%

24.7% 31.1% 34.3%

2014 2015

FY Prime Time Audience Share

60%50%40%30%20%10%

0%


39.1% 34.5% 40.8%30.3% 35.3% 43.5%42.9% 35.1% 40.2% 31.0% 33.3% 42.7%

+4.1+0.1

-0.2

+1.7 -1.9 -0.8

+3.8

-0.2

+0.0+0.6 -0.6 +0.7 -2.0 -0.8

6

Q4 Audience Performance Overview

2014 2015

Q4 All Day Audience Share

50%40%30%20%10%

0%


37.0% 28.7% 36.4%24.2%

33.5% 36.6%38.9%28.6% 34.7%

23.7% 31.9% 31.9%

2014 2015

Q4 Prime Time Audience Share

60%50%40%30%20%10%

0%


40.9% 37.7% 40.9%29.9% 36.2% 45.0%41.7% 36.0% 38.9% 28.9% 33.9% 39.1%

1 Source: Local TV data providers (see Segment Performance slides). All shares in main channel sales target group.

+1.9 -0.1 -1.7

-0.5 -1.6

-4.7

+0.8 -1.7

-2.0 -1.0

-2.3 -5.9

Variance in percentage points

7

Net Revenues Trend by Quarter

US$ m

200

150

100

50

0 Q1 2013

Q1 2014

Q1 2015

Q2 2013

Q2 2014

Q2 2015

Q3 2013

Q3 2014

Q3 2015

Q4 2013

Q4 2014

Q4 2015

124

141

126

167

193

167

123131

Q1 Q2 Q3

Actual Exchange Rates

US$ m

200

150

100

50

0 Q1 2013

Q1 2014

Q1 2015

Q2 2013

Q2 2014

Q2 2015

Q3 2013

Q3 2014

Q3 2015

Q4 2013

Q4 2014

Q4 2015

103

116126

139

155

167

102112

+12%+9%

+12%+8%

+10%+5%

Q1 Q2 Q3

Constant Exchange Rates (Lfl1)

¹ Like-for-Like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues.

117117

Q4 Q4

219 216196

174

190 196

+3%+9%

8

OIBDA Margin Trend by Quarter

FY

(8)%

14%

20%

2013 2014 2015

40%

30%

20%

10%

0%

-10%

-20%

-30%

-40%Q1 Q2 Q3 Q4

(17)%

4%

(27)%

(1)%

(2)%

21%

2%

25%

9%

28%

7%

29%

130

80

30

-20

-70

Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

(48)

(31)

3

39

95

110116

122 123

9

Last Twelve Months (LTM) OIBDA Trend by Quarter

$m @ actual rates

100%

80%

60%

40%

20%

0%

10

Historically High Power Ratios

Our strong content and leadership positions enable us to generate more revenues from TV advertising

Sources: TNS and GARB (Bulgaria), AGB Nielsen Media Research (Croatia), ATO - Nielsen Admosphere; Mediaresearch (Czech Republic), Kantar Media (Romania), PMT / TNS SK (Slovak Republic)and AGB Nielsen Media Research (Slovenia) for audience share; CME estimates for market share.

100%

80%

60%

40%

20%

0%

100%

80%

60%

40%

20%

0%

Audience shareMarket sharePower ratio

The power ratio indicates a company’s ability to convert ratings to revenue

= /

Bulgaria Croatia Czech Romania Slovak Slovenia Republic Republic


1.6x 2.0x 2.0x2.4x1.7x 2.2x

2015 All Day Audience Share andMarket Share



1.7x 2.0x 1.4x 2.3x 1.8x 2.0x


1.5x2.0x 1.6x 2.3x 2.0x 2.2x

Increasing Carriage Fees and Subscription Revenues

Increases in carriage fees and subscription revenues reflects the strength of our channels.11

2013 Total: US$ 48.6 2014 Total: US$ 67.3 2015 Total: US$ 73.1

Constant Exchange Rates (Lfl )

50

40

30

20

10

0

(US

$m

)

Bulgaria Croatia Czech Rep. Romania Slovak Rep. Slovenia

13

1

9

21

13

17

26

38

13

18

2

7

40

14

▪ In 2015 carriage fees and subscription revenues represented 24% of total country net revenues in Bulgaria and 26% in Romania.

▪ Future growth in carriage fees and subscription revenues expected to come from growth in subscribers and the launch of new

international channels.

Year ended 2013 - 2015

2013 Total: US$ 59.0 2014 Total: US$ 80.5 2015 Total: US$ 73.1

Actual Exchange Rates

50

40

30

20

10

0

(US

$m

)

Bulgaria Croatia Czech Rep. Romania Slovak Rep. Slovenia

16

2

11

25

14

20

2

8

46

14

18

2

7

40

14

1 Like-for-Like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues.

1

12

Questions and Answers

What are the macro-economic trends?

Real GDPYear-on-Year Change, % CME 2015F Average: 3.4%

Source: Eurostat, 2015 CME estimates based on market consensus mainly from Erste, JPM, DeutscheBank, The Economist, Citi, OECD, IMF, Unicredit, Eurostat, Reiffesen Bank).

2011 2012 2013

Total TV Ad Market (nominal)Year-on-Year Change, % CME 2015 Average: 6.0%

2011 2012 2013Source: CME internal estimates at constant currency exchange rates

Real Private Consumtion Year-on-Year Change, % CME 2015F Average: 3.0%

2011 2012 2013Source: Eurostat, 2015 CME estimates based on market consensus (mainly from Erste, JPM,Deutsche Bank, The Economist, Citi, OECD, IMF, Unicredit).Note: Consensus analyst forecast and estimates are subject to change and comparative data maydiffer from those previously published. * Romania market excludes Moldova.

2011 2012 2013 2011 2012 2013

Consumer Price IndexAverage Year-on-Year Change, % CME 2015F Average: (0.2)% 0.3% 0.3%

Source National Statistical Offices.

Czech Republic

Romania* SlovakRepublic

Bulgaria Slovenia Croatia

20

15

10

5

0

-5

-10

-15(10)%

4%

(9)%

1%

(7)%(4)%

6% 6%4%

(3)%(6)%

4% 4%

8%

16%

(3)%

7%4%

5

4

3

2

1

0

-1

-2

1%

4%

1% 1%

2% 2%

0%

1%

0%

(1)%

0% 0% 0%

(1)%

0% 0%

(1)%(1)%

2013 2014 2015

2011 2012 2013 2013 2014 2015

CME Total

5

4

3

2

1

0

-1

-2(1)%

3%

1% 1%

(1)%(1)%

2%

3% 3%

2%

3%

0%

4% 4%

3% 3% 3%

1%

8

6

4

2

0

-2

-4

-6

1%

3%

(1)%(1)%

(4)%

(2)%

2%

4%

2%3%

1%

(1)%

3%

5%

2%1% 1% 1%

13

2013 2014 2015

2013 2014 2015

26% 26% 25% 24%

34%

28% 28%

24%

36%

22% 23%

40%37%

29% 28%

38%

34% 34%31%

40%38%

35% 36%39%

Rose Garden Assassination Superstar Main News Clinic 2

Czech Republic

What are the leading programs in CME’s markets?

31%

25%30%

33%

40%

29% 27% 28%

In the Middle Superstar The Farm Main News of Nowhere

Broken Pieces The Farm Capital Main News Hillibillies

54%

34%

25%

39%

51%

24%21%

34%

Got Talent Restaurant is Taste of Love Main News Looking for Boss

54%

25%

35% 33%

41%

30% 28%33%

Your Face The Farm No Matter What Main News Sounds Familiar

2014 Q4 actual audience share for the same program or time slot. 2015 Q4 actual audience share for the program. Data Source: Local TV data providers; All audience shares in main channels sales target group.

14

Romania Slovakia

CroatiaBulgaria Slovenia

Las Fierbinti The Voice Extreme Main News Makeover

What is your multichannel philosophy?

49 368

Main generalentertainmentTV channels

6 5 4

Otherthematic TVchannels

7

29

15

CZ RO SK BG SLO CRO

(launched Feb 2016)

(launched Feb 2016)

TV Internet Print Other

100%

80%

60%

40%

20%

0%2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

47% 49% 51% 50% 50% 52% 53% 52% 53% 54%

5% 6%7% 8% 10% 11% 13% 15% 17% 17%

32% 29% 25% 23% 22% 20% 19% 18% 16% 15%

16% 16% 17% 19% 18% 17% 15% 15% 14% 14%

What is the leading advertising medium in your markets?

Split of advertising expenditure among different media in CME markets

Source: Group M, December 2015.

TV continues to have the broadest reach and capture the highest share of advertisingbudgets in our markets.

16

2015 Total ad spend per capita and ad intensity

500

400

300

200

100

0

$67.3$46.0 $38.7 $38.7

$21.9 $14.2$32.8

$337.0

There is significant room for convergence in our markets

What is the convergence potential of CME’s markets?

Source: IMF, Group M December 2015 and CME estimates.Developed markets are a combined group of 11 countries from within the European Union, predominantly in Western Europe, and the United States.

17

Czech Republic Slovenia Croatia Slovak Republic Bulgaria Romania CME average Developed markets averageAd intensity is the ratio of total ad spend to GDP.

0.39% 0.22% 0.34% 0.25% 0.33% 0.16% 0.28%

0.74%

Ad intensity

US$

How is television distributed in CME’s markets?

1 Sources: National Statistical Institute, GARB (Bulgaria), Nielsen Admosphere (Czech Republic), ABC Nielsen (Croatia), Kantar Media Audiences (Romania), TNS (Slovak Republic) and AGB Nielsen Media Research (Slovenia).2 Sources: CME estimates for the penetration of the primary source of viewing of TV households for 2015 based on country data available. 3 Refers to analogue terrestrial since the transition to DTT is not complete.

Multichannel penetration is increasing as new technologies develop

Households1Penetration 20152

DTT DTH Cable IPTV

Bulgaria 3.0 million 11% 41% 39% 9%

Croatia 1.5 million 58% 5% 13% 24%

CzechRepublic 4.5 million 56% 24% 17% 3%

Romania 7.1 million 2%3 25% 73% -

SlovakRepublic

1.7 million 12% 48% 25% 15%

Slovenia 0.7 million 16% 5% 39% 40%

18

19

Segment Review

2014 2015

70

65

60

55

Q1 Q2 Q3 Q4

57%58%

60%61%60% 60%

63%

¹ Like for-Like currency variance reflects the impact of applying the current period averageexchange rates to the prior period revenues and costs.

Source: ATO - Nielsen Admosphere; Mediaresearch (all audience share data is for the 15-54 targetgroup). TV ad market and TV ad market share represents CME’s internal estimates at constantcurrency exchange rates.

Total TV Ad Market Year-on-Year Change, %

44

42

40

38

36

34

32

30

36.2 36.0

40.8 40.2

20

Czech Republic: 2015 performance

2015 Financials

US$ m 2014 2015 % Act % Lfl¹

TV advertising revenues 184.4 166.2 (9.9)% 6.3 %

Carriage fees &subscription revenues 7.7 7.2 (6.6)% 11.1 %

Other revenues 10.7 9.3 (13.3)% 2.9 %

Net revenues 202.8 182.6 (9.9)% 6.3 %

Total costs 140.8 110.9 (21.2)% (6.6)%

OIBDA 62.0 71.7 15.7 % 35.1 %

OIBDA Margin 30.6% 39.3% 8.7 p.p. 8.4 p.p.

-0.6

Prima Group: 28%

CME Group: 61% (2014: 60%)

CT Group: 5%

Others: 6%

2014 2015

TV Ad Market Share by Quarter 2015 TV Ad Market Share Market Share

All Day Audience Share

Prime Time Audience Share

-0.2

10

8

6

4

2

0

2014 2015

6%

4%

Total TV Ad Market

Year-on-Year Change, %

2014 2015

70

65

60

55

50

Q1 Q2 Q3 Q4

57% 57%

59% 59%59% 59%

57%58%


Source: Kantar Media (all audience share data is for the 18-49 Urban target group). TV admarket and TV ad market share represents CME’s internal estimates at constant currencyexchange rates.

10

8

6

4

2

0

2014 2015

6%

8%35

30

25

20

24.9 24.7

30.3 31.0

21

Romania: 2015 performance

2015 Financials

US$ m 2014 2015 % Act % Lfl¹



Other revenues 7.0 3.8 (45.6)% (34.9)%

Net revenues 178.6 157.6 (11.8)% 5.4 %

Total costs 141.4 116.4 (17.7)% (1.6)%

OIBDA 37.3 41.2 10.5 % 31.9 %


+0.7

-0.2

Intact Group: 26%

CME Group: 58% (2014: 58%)

Prima Group : 2%

Others: 6%

2014 2015


Kanal D: 8%

All Day Prime Time Audience Share Audience Share


2014 2015

71

69

67

65

63

61

59

Q1 Q2 Q3 Q4

69%

67%

70%

64%

69%

64%

61%62%


Source: PMT / TNS SK (all audience share data is for the 12-54 target group). TV ad market and TV ad market share represents CME’s internal estimates at constantcurrency exchange rates.

40

35

30

25

33.031.1

35.333.3

22

Slovak Republic: 2015 performance

2015 Financials

US$ m 2014 2015 % Act % Lfl¹

TV advertising revenues 85.4 79.1 (7.3)% 10.3%

Carriage fees &subscription revenues 1.0 1.3 35.1 % 61.9%

Other revenues 4.2 4.0 (5.8)% 13.0%

Net revenues 90.6 84.4 (6.8)% 11.0%

Total costs 86.0 73.8 (14.1)% 2.5%

OIBDA 4.6 10.6 130.8 % 164.5%


-2.0

-1.9

Other: 4%

CME Group: 64% (2014: 67%)

JOJ Group: 32%

2014 2015



Total TV Ad Market

Year-on-Year Change, % All Day Prime Time Audience Share Audience Share

20

15

10

5

0

2014 2015

4%

16%

2014 2015

70

65

60

55

50

Q1 Q2 Q3 Q4

54%56% 56%

61%

56%58%

57% 60%


Source: GARB (all audience share is for the 18-49 target group). TV ad market and TV admarket share represents CME’s internal estimates at constant currency exchange rates.

6

4

2

0

-2

-4

-6

2014 2015

(3)% (3)%

45

40

35

30

34.7

38.8 39.1

42.9

23

Bulgaria: 2015 performance

2015 Financials

US$ m 2014 2015 % Act % Lfl¹

TV advertising revenues 61.5 50.7 (17.5)% (1.6)%


Other revenues 5.8 4.5 (22.1)% (6.9)%

Net revenues 87.1 73.1 (16.1)% 0.2 %

Total costs 77.7 57.6 (25.9)% (11.4)%

OIBDA 9.4 15.5 65.3 % 96.1 %


+3.8

+4.1

Others: 4%

CME Group: 58%(2014: 57%)

BNT Group: 3%

MTG Group: 35%

2014 2015



Total TV Ad Market

Year-on-Year Change, % All Day Prime Time Audience Share Audience Share


Source: AGB Nielsen Media Research (all audience share data is for the 18-54 target group).TV ad market and TV ad market share represents CME’s internal estimates at constantcurrency exchange rates. 2014 2015

70

65

60

55

50

45

Q1 Q2 Q3 Q4

56%

53%

57% 56%56% 55%

58%56%

US$ m 2014 2015 % Act % Lfl¹

TV advertising revenues 56.3 49.6 (11.8)% 5.5%

Carriage fees &subscription revenues 2.0 2.3 17.0 % 39.8%

Other revenues 3.8 4.0 5.1 % 25.7%

Net revenues 62.0 55.9 (9.9)% 7.8%

Total costs 54.2 48.0 (11.4)% 5.8%

OIBDA 7.8 7.9 0.6 % 21.9%


40

35

30

25

20

27.3 27.4

34.5 35.1

24

Croatia: 2015 performance

2015 Financials

+0.6

+0.1

HTV Group: 8%

CME Group: 56%(2014: 55%)

RTL Group: 36%

2014 2015




6

4

2

0

2014 2015

4% 4%

2014 2015

90

85

80

75

70

65

60

Q1 Q2 Q3 Q4

79%

76% 73%

81%

76%

78%

70%

80%


Source: AGB Nielsen Media Research (all audience share data is for 18-54 target group. TVad market and TV ad market share represents CME’s internal estimates at constant currencyexchange rates.

50

45

40

35

30

35.1 34.3

43.5 42.7

25

Slovenia: 2015 performance

2015 Financials

US$ m 2014 2015 % Act % Lfl¹



Other revenues 4.8 3.7 (21.7)% (7.1)%

Net revenues 61.4 54.2 (11.6)% 5.5 %

Total costs 56.0 48.2 (14.0)% 2.8 %

OIBDA 5.3 6.1 13.6 % 33.6 %


-0.8

-0.8

Others: 2%

2014 2015


Pink SI: 1%

State TV Group: 12%

Planet TV Group: 8%



10

5

0

-5

-10

2014 2015

(6)%

7%

CME Group: 77%(2014: 77%)

26

Financial Review

2015 Revenues by Segment

US$ m

Net Revenues

2014 2015

Variance

Actual % Lfl %1

Bulgaria 87.1 73.1 (16.1)% 0.2%

Croatia 62.0 55.9 (9.9)% 7.8%

Czech Republic 202.8 182.6 (9.9)% 6.3%

Romania 178.6 157.6 (11.8)% 5.4%

Slovak Republic 90.6 84.4 (6.8)% 11.0%

Slovenia 61.4 54.2 (11.6)% 5.5%

Intersegment revenues (1.6) (2.0) NM² NM²

Total net revenues 680.8 605.8 (11.0)% 5.9%

¹ Like-for-Like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues.² Number is not meaningful.

The percentage growth figures have been derived from data included in our Form 10-K for the year ended December 31, 2015.

27

¹ Like-for-Like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues and costs.² Number is not meaningful.

The percentage growth figures have been derived from data included in our Form 10-K for the year ended December 31, 2015.

See also OIBDA reconciliation on slide 38.

2015 OIBDA by Segment

US$ mOIBDA

2014 2015Variance

Actual % Lfl %1

Bulgaria 9.4 15.5 65.3% 96.1 %

Croatia 7.8 7.9 0.6% 21.9 %

Czech Republic 62.0 71.7 15.7% 35.1 %

Romania 37.3 41.2 10.5% 31.9 %

Slovak Republic 4.6 10.6 130.8% 164.5 %

Slovenia 5.3 6.1 13.6% 33.6 %

Eliminations 0.0 (0.2) NM2 NM2

Operations sub-total 126.3 152.6 20.8% 42.5 %

Central costs (30.9) (29.8) 3.4% (11.4)%

Total 95.4 122.8 28.7% 52.9 %

28

Q4 2015 Revenues by Segment

29


US$ m

Net Revenues

Q4 2014 Q4 2015

Variance

Actual % Lfl %1

Bulgaria 26.2 22.2 (15.1)% (2.8)%

Croatia 18.1 17.7 (2.3)% 11.5 %

Czech Republic 66.4 60.0 (9.6)% 1.2 %

Romania 55.1 48.0 (12.9)% 0.2 %

Slovak Republic 30.5 29.4 (3.5)% 10.4 %

Slovenia 19.9 19.1 (4.2)% 9.7 %

Intersegment revenues (0.1) (0.9) NM² NM²

Total net revenues 216.2 195.6 (9.5)% 3.0 %

Q4 2015 OIBDA by Segment

30


See also OIBDA reconciliation on slide 38.

US$ mOIBDA

Q4 2014 Q4 2015

Variance

Actual % Lfl %1

Bulgaria 4.3 7.0 62.5 % 85.9 %

Croatia 2.9 2.0 (31.6)% (21.8)%

Czech Republic 28.9 27.9 (3.4)% 8.2 %

Romania 16.3 15.4 (5.1)% 9.1 %

Slovak Republic 6.8 6.7 (0.2)% 14.2 %

Slovenia 5.6 6.3 13.0 % 29.6 %

Eliminations (0.4) 0.0 NM2 NM2

Operations sub-total 64.3 65.4 1.7 % 15.5 %

Central costs (9.2) (9.2) 0.1 % (10.7)%

Total 55.1 56.2 2.0 % 16.3 %

Summary Consolidated Statements of Operations

31

US$ mYear ended December 31,

2014 2015Net revenues 680.8 605.8Content costs 358.4 292.6Other operating costs 85.5 69.7Depreciation and amortization 45.2 40.2Selling, general and administrative costs 143.6 107.0Restructuring costs 9.9 1.7Operating income 38.3 94.6Interest expense (142.0) (171.4)

Loss on extinguishment of debt (39.2) —Non-operating expenses (9.9) (25.9)Credit for income taxes 1.4 0.5Loss from continuing operations (151.5) (102.3)Loss from discontinued operations, net of tax (80.4) (13.3)Net loss (231.9) (115.6)Net loss attributable to noncontrolling interests 4.5 0.7

Net loss attributable to CME Ltd. (227.4) (114.9)

Net loss attributable to CME Ltd. per share (1.66) (0.90)

Please refer to our Form 10-K for the year ended December 31, 2015 for the full financial statements and related notes and disclosures.

32

Consolidated Revenues by Type

¹ Like-for-Like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues.

Please refer to our Form 10-K for the period December 31, 2015 for the full financial statements and related notes and disclosures.

Consolidated Revenues

US$ mYear ended December 31, Variance

2014 2015 Actual % Lfl %1


Carriage fees & subscription revenues 80.5 73.1 (9.2)% 8.6 %

Other revenues 34.7 27.3 (21.4)% (6.4)%

Net revenues 680.8 605.8 (11.0)% 5.9 %

US$ m As at December 31, 2014 As at December 31, 2015

Current assets 345.0 358.3Assets held for sale 29.9 —Total current assets 374.9 358.3Non-current assets 1,244.5 1,095.9

Total assets 1,619.4 1,454.2Current liabilities 439.9 146.3Liabilities held for sale 10.6 —

Non-current liabilities 667.7 988.1

Total liabilities 1,118.2 1,134.4Series B Convertible Redeemable Preferred Stock 223.9 241.2CME Ltd. shareholders' equity 279.8 77.3Noncontrolling interests (2.6) 1.4Total liabilities and equity 1,619.4 1,454.2

Cash & cash equivalents 34.3 61.7Gross debt1 (1,066.0) (1,107.2)

Net debt (1,031.7) (1,045.5)

33

¹ Gross debt is the full face value of all outstanding debt.Please refer to our Form 10-K for the year ended December 31, 2015 for the full financial statements and related notes and disclosures.

Summary Consolidated Balance Sheet

Summary Cash Flow

34

US$ mYear ended December 31,

2014 2015Net cash (used in) / generated from operating activities (65.2) 85.9

Net cash used in investing activities (28.5) (30.4)

Net cash provided by / (used in) financing activities 39.0 (28.9)

Net cash (used in) / generated from discontinued operations (2.6) 3.5

Impact of exchange rate fluctuations (10.7) (2.7)

Net (decrease) / increase in cash and cash equivalents (68.0) 27.4

Net cash (used in) / generated from operating activities (65.2) 85.9

Capex additions, net of disposals (28.5) (30.4)

Free cash flow (93.8) 55.5

Supplemental disclosure of cash flow information and non-cash financing and investing activities:Cash paid for interest 76.2 18.5Interest paid in kind 37.9 81.5

Accretion on Series B Convertible Redeemable Preferred Stock 16.0 17.3

Cash paid for income taxes, net of refunds (2.2) 0.8


1 Debt in currencies other than US$ are translated at FX rates as at December 31, 2015.2 Includes PIK interest to December 31, 2015.3 Excludes PIK interest from December 1, 2015.4The maturity of 2018 Euro Term Loan will be extended by one year to 2018 in transaction entered into in February 2016.5 On February 19, 2016 we entered into the 2021 Euro Term Loan to refinance the 2017 Term Loan and redeem the 2017 PIK Notes.

Free cash flow excludes the cash impact of certain unusual or infrequent items that are excluded from OIBDA.

1,000

800

600

400

200

02016 2017 2018 2019

Debt Maturity Profile and Free Cash Flow

35

Components of free cash flow (US$ m) Year ended 2014 Year ended 2015 Variance

OIBDA 95 123 28Change in working capital (11) 12 23Interest, taxes, and other (71) (39) 32Net investment in programming (78) (11) 67Capex (29) (30) (1)Total (94) 55 149

2017 Term Loan 2017 PIK Notes

1,000

800

600

400

200

02016 2017 2018 2019 2020 2021

2734

Pro Forma maturity as at December 31, 2015(US$ m)1

2019 Euro Term Loan 2018 Euro Term Loan

Maturity as at December 31, 2015(US$ m)1

256

382

273

5033

256

5105

2021 Euro Term Loan

Indebtedness as at December 31, 2015

36

As at December 31, 20151 Drawn Total facilityLC Interest

rate MaturityUS$ m US$ m LC2 m

Corporate:

2017 PIK Notes6 502.5 502.5 502.5 USD 15.0% 20176

2017 Term Loan6 38.2 38.2 38.2 USD 15.0% 20176

2018 Euro Term Loan 273.0 273.0 250.8 EUR 8.5% 20175


2021 Revolving Credit Facility — 115.07 115.07 USD 10.0%3 20177

Lease Obligations 3.6 — — USD Var. Var.

Total debt4 1,073.5

Accrued guarantee and commitment fees 31.9

Currency and Interest Agreements 1.8

Total debt and related payables 1,107.2

Less: Unrestricted cash (61.7)

Net debt 1,045.5

Weighted average borrowing cost of gross debt 11.74%¹ Debt in currencies other than US$ are translated at FX rates as at December 31, 2015.² LC: local currency.3 The RCF bears interest at the greater of 10% or LIBOR +9%.4 Total debt includes the 2017 PIK Notes, 2017 Term Loan, 2018 Euro Term Loan and 2019 Euro Term Loan, at full face value.5 Extended to 2018 in transaction entered into in February 2016.6 Will be redeemed in 2016 with replacement facility maturing in 2021.7 Facility of US$ 50 million available as of January 1, 2018 to 2021 in transaction entered into in February 2016.

Please refer to our Form 10-K for the period ended December 31, 2015 for the full financial statements and related notes and disclosures.

Proforma Indebtedness as at April 8, 2016

37

Proforma as at April 8, 20161 Drawn Total facilityLC Interest

rate MaturityUS$ m US$ m LC2 m

Corporate:



2021 Euro Term Loan 510.4 510.4 468.8 EUR 10.5%4 2021

2021 Revolving Credit Facility — 115.06 115.06 USD 10.0%5 20216

Lease Obligations7 3.6 — — USD Var. Var.

Total debt8 1,043.2

Accrued guarantee and commitment fees7 31.9

Currency and Interest Agreements7 1.8

Total debt and related payables 1,076.9

Less: Unrestricted cash7 (61.7)

Net debt 1,015.2

Weighted average borrowing cost of gross debt 9.45%

¹ Debt in currencies other than US$ are translated at FX rates as at December 31, 2015.² LC: local currency.3 Extended to 2018 in transaction entered into in February 2016.4 All-in rate applicable to the new 2021 Euro Term Loan ranges from 10.5% down to 7.0% depending on our leverage ratio (as defined in the Reimbursement Agreement).5 The RCF bears interest at the greater of 10% or LIBOR +9%.6 Facility of US$ 50 million available as of January 1, 2018 to 2021 in transaction entered into in February 2016. 7 Balance as at December 31, 2015. 8 Total debt includes the 2018 Euro Term Loan, 2019 Euro Term Loan and 2021 Euro Term Loan, at full face value.


38

Equity structure as at February 17, 2016

As at February 17, 2016 Shares of Class ACommon Stock

Series A ConvertiblePreferred Share1

Series B ConvertibleRedeemable

Preferred Shares2

Ownership % ofShares of Class A

Common StockVoting interest3

Shares outstanding, excluding Time Warner 74,396,446 - - 54.8% 50.6%

Time Warner 61,407,775 1 200,000 45.2% 49.4%

Total 135,804,221 1 200,000 100% 100%

1 The single share of Series A Convertible Preferred Stock is convertible into 11,211,449 shares of Class A common stock.

2 The shares of Series B Convertible Redeemable Preferred Stock are non-voting perpetual stock, convertible after June 25, 2016 at the option of Time Warner at a conversion price of $2.42, subject to customary anti-dilution provisions, andredeemable after June 25, 2016 at the option of CME, subject to the conversion right of Time Warner. The accretion rate is 7.5% per annum for the first 3 years and 3.75% per annum for the 4th and 5th year. Assuming conversion three yearsfrom issuance and no further adjustments to the conversion price under the Certificate of Designation for the Series B Preferred Shares, TW Investor would be issued 103.1 million shares of Class A common stock upon conversion.

3 Voting interest takes into account both the shares of Class A common stock and the share of Series A Convertible Preferred Stock, which is entitled to one vote for each of the 11,211,449 shares of Class A common stock into which it isconvertible. The Series B Convertible Redeemable Preferred Shares are non-voting, except in certain circumstances.

As at December 31, 2015

Total Class A and equivalentsoutstanding²

Total Class A and equivalents held byTWX

Class A Common Shares 135,804,221 61,407,775Convertible instruments (As Converted Basis):

Series A Convertible Preferred Share 11,211,449 11,211,449

Series B Convertible Redeemable Preferred Shares¹ 99,512,445 99,512,445

Initial Warrant 30,000,000 30,000,000

Unit Warrants 84,000,000 70,926,996

Diluted CME Class A Shares 360,528,115 273,058,665TWX interest in CME 76%

¹ Based on the accreted value of 200,000 shares issued and outstanding at December 31, 2015 without giving effect to additional accretion after such date.² Excludes 2.6 million unvested RSUs and 1.7 million stock options.

OIBDA Reconciliation

39

US$ m Three months endedDecember 31, Year ended December 31,

2014 2015 2014 2015Reconciliation to Consolidated Statements ofOperations:Operating income 38.3 46.5 38.3 94.6

Depreciation of property, plant and equipment 8.8 7.0 32.8 27.9

Amortization of intangible assets 2.9 2.6 12.3 12.3

Other items1 5.1 — 12.0 (12.0)

OIBDA 55.1 56.2 95.4 122.8


1Other items for the year ended December 31, 2015 reflects accruals that were subsequently reversed related to tax audits in Romania. Since the charge of US$ 12.0 million recorded during the fourthquarter of 2014 was not included in OIBDA, our reversal of this charge during 2015 has similarly been excluded from OIBDA (see our Form 10-K for the period ended December 31, 2015 for moreinformation). Other items for the three months ended December 31, 2014 also includes the reversal of a fine the competition committee in Slovenia was seeking to impose which was subsequentlyoverturned in the fourth quarter of 2014.

OIBDA Reconciliation

40

Last Twelve Months (LTM)

US$ m Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015Reconciliation to ConsolidatedStatements of Operations:

LTM operating (loss) / income (180.0) (160.9) (133.5) (97.0) 38.3 35.7 49.5 86.4 94.6

Depreciation of property, plant andequipment

37.1 36.0 36.0 36.1 32.8 31.8 30.7 29.7 27.9

Amortization of intangible assets 14.8 14.1 13.7 13.1 12.3 12.6 12.9 12.5 12.3

Other items1 — — 6.9 6.9 12.0 30.2 23.3 (6.9) (12.0)

Impairment charge 79.7 79.7 79.7 79.7 — — — — —

LTM OIBDA (48.4) (31.1) 2.8 38.8 95.4 110.3 116.3 121.7 122.8


1Other items for the year ended December 31, 2015 reflects accruals that were subsequently reversed related to tax audits in Romania. Since the charge of US$ 12.0 million recorded during the fourthquarter of 2014 was not included in OIBDA, our reversal of this charge during 2015 has similarly been excluded from OIBDA (see our Form 10-K for the period ended December 31, 2015 for moreinformation). Other items for the three months ended December 31, 2014 also includes the reversal of a fine the competition committee in Slovenia was seeking to impose which was subsequentlyoverturned in the fourth quarter of 2014.

CME Board of Directors

Paul T. Cappuccio

John K. Billock

Independent Director, Non-ExecutiveChairman of the Board and member of the

Compensation Committee

▪ Executive Vice President and GeneralCounsel, Time Warner Inc.

▪ Former partner at Kirkland & Ellis

Director▪ Member of the Board of Advisors at

Simulmedia, Inc.

▪ Former Director of TRA Inc. and TiVoResearch and Analytics, Inc.

▪ Previous roles with Time Warner Cableand Home Box Office

Charles R. Frank

Independent Director and member of theAudit Committee

Director

Independent Director, Chairman of the AuditCommittee and member of the Corporate

Governance/Nominating Committee

Independent Director, Chairman of theCompensation Committee and member of theCorporate Governance/Nominating Committee

Independent Director, Chairman of theCorporate Governance/Nominating Committee

and member of the Audit Committee

Director

Director

▪ Currently a Principal of the H.A.M Mediagroup, an international investment andadvisory firm specializing in theentertainment and communicationsindustries

▪ President of Turner Broadcasting SystemInternational

▪ Former Chief Executive Officer of RTLGroup

▪ Former member of the executive board ofBertelsmann AG

Iris Knobloch

▪ President of Warner Bros. France S.A.

▪ Independent Director of Accor S.A.

▪ Former Senior Vice President ofInternational Relations of Time Warner Inc.

Alfred W. Langer

▪ Former CFO of Solvadis, a subsidiary ofthe German group MG Technologies

▪ Independent consultant in financial andorganizational areas

Bruce Maggin

Parm Sandhu

Doug Shapiro

Kelli Turner

Gerhard Zeiler41

▪ Financial advisor and non-executive boardmember of Mittal Steel Galati

▪ Former Vice President of the EuropeanBank for Reconstruction and Development

▪ EVP & Chief Strategy Officer, TurnerBroadcasting System, Inc.

▪ Former Senior Vice President, Internationaland Corporate Strategy at Time Warner Inc.

▪ Former senior analyst at Banc of AmericaSecurities

▪ Non-executive director of Eircom

▪ Chairman of Merapar

▪ Former Chief Executive Officer ofUnitymedia

▪ EVP, Corporate Development and CFO atSESAC, INC., a music rights licensingcompany

▪ After period as COO, CFO she became aPresident of RSL Capital LLC and Founder andGeneral Partner of RSL Venture Partners L.P.

▪ Previous roles with Martha Stewart LivingOmnimedia, Inc. and Time Warner, Inc.

Independent Director and member of the AuditCommittee and member of the Compensation

Committee

Contact information

Prague Office

Kříženeckého nám. 1078/5152 00 Prague 5 – BarrandovCzech Republic

Mark KobalHead of Investor Relations

Email: [email protected] Telephone: +420 242 465 576

42

2015 q4 investor presentation...2015 investor presentation. cautionary statement concerning...

Documents