Q Investor Presentation

Transcription

1 Q Investor Presentation

2 Cautionary Statement Concerning Forward-Looking Statements and Non-GAAP Financial Measures This presentation contains forward-looking statements, including those relating to our capital needs, business strategy, expectations and intentions. Statements that use the terms believe, anticipate, trend, expect, plan, estimate, forecast, intend and similar expressions of a future or forward-looking nature identify forward-looking statements for purposes of the U.S. federal securities laws or otherwise. For these statements and all other forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy or are otherwise beyond our control and some of which might not even be anticipated. Forward-looking statements reflect our current views with respect to future events and because our business is subject to such risks and uncertainties, actual results, our strategic plan, our financial position, results of operations and cash flows could differ materially from those described 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 our efforts to increase our revenues and recapture advertising market share in the Czech Republic; levels of television advertising spending and the rate of development of 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, timing and duration 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 exposure to additional tax liabilities; our success in continuing our initiatives to diversify and enhance our revenue streams; our ability to make cost-effective investments in television broadcast operations, including investments in programming; our ability to develop and acquire necessary programming and attract audiences; changes in the political and regulatory environments where we operate and application of relevant laws and regulations; and the timely renewal of broadcasting licenses 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 included in our filings. For a more detailed description of these uncertainties and other features, please see the Risk Factors section in our most recent Quarterly Report on Form 10-Q 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 undertake no 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 financial measures 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 Financial Review appendix for a reconciliation to the most directly comparable GAAP financial measures. OIBDA, which includes amortization and impairment of program rights, is determined as operating income before depreciation, amortization of intangible assets and impairments of assets and certain unusual or infrequent items that are not considered by our chief operating decision makers when evaluating our performance. 2

3 CME is a Leading Television Broadcaster in CEE CME markets Combined population: approx. 50 m Combined TV ad market size: approx. $908m TV ad market size by geography Croatia $101m Czech Republic $308m Slovenia $67m Bulgaria $107m Slovak Republic $126m Romania $199m Source: IMF 2014 (GDP/Capita), CSU (Population Czech Republic), National Institute of Statistics (Population Romania), TNS (Population Slovak Republic), National Statistical Institute (Population Bulgaria), Statistical Bureau of Republic of Slovenia (Population Slovenia), Croatian Bureau of Statistics (Croatia) Source: 2014 CME estimates 3

4 Management's Operating Priorities Maintaining or increasing our audience and advertising market shares in all of our markets Leveraging popular content Driving growth in advertising revenues through our pricing strategies Optimizing content costs through the most efficient use of our programming library and reducing the cost of foreign programming, while safeguarding our brands and competitive strengths Maintaining a strict cost discipline by controlling other expenses 4

5 Q2 Audience Performance Overview Q2 All Day Audience Share ¹ 50% 40% 30% 20% 10% 0% % 33.2% 35.8% 36.9% 26.7% 32.4% 35.3% 36.3% 27.5% 25.5% 26.3% 29.9% Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia % 40% 30% 20% 10% 0% Q2 Prime Time Audience Share ¹ % 37.1% 39.9% 43.0% 33.5% 35.5% 40.9% 44.0% 30.5% 32.9% 33.9% 31.7% Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia Variance in percentage points 1 Source: Local TV data provider, all shares in main channel sales target group. 5

6 YTD Audience Performance Overview YTD All Day Audience Share ¹ 50% 40% 30% 20% 10% 0% % 39.8% 35.8% 37.3% 27.2% 33.2% 34.6% 27.2% 25.9% 26.0% 31.1% 35.4% Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia YTD 2014 YTD % 40% 30% 20% 10% 0% YTD Prime Time Audience Share ¹ % 44.4% 40.6% 41.8% 43.6% 44.9% 33.7% 35.5% 31.5% 32.9% 35.2% 33.6% Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia YTD 2014 YTD 2015 Variance in percentage points 1 Source: Local TV data provider, all shares in main channel sales target group. YTD periods are the six months ended June 30, 2015 and

7 Historically High Power Ratios 2012 All Day Audience Share and Market Share 2013 All Day Audience Share and Market Share 2014 All Day Audience Share and Market Share 100% 100% 1.6x 1.9x 1.9x 2.5x 2.0x 1.9x 1.7x 2.0x 1.4x 2.4x 1.8x 2.0x 100% 1.6x 2.0x 1.6x 2.5x 2.0x 2.2x 80% 80% 80% 60% 60% 60% 40% 40% 40% 20% 20% 20% 0% 0% 0% Bulgaria Croatia Czech Romania Slovak Slovenia Republic Republic Bulgaria Croatia Czech Romania Slovak Slovenia Republic Republic Bulgaria Croatia Czech Romania Slovak Slovenia Republic Republic Power ratio = Market share / Audience share The power ratio indicates a company s ability to convert ratings to revenue Our strong content and leadership positions enable us to generate more revenues from TV advertising Sources: TNS and GARB (Bulgaria), ATO Nielsen Admosphere; Mediaresearch (Czech Republic), AGB Nielsen Media Research (Croatia), Kantar Media (Romania), PMT TNS (Slovak Republic) and AGB Nielsen Media Research (Slovenia) for audience share; CME estimates for market share. 7

8 Increasing Carriage Fees and Subscription Revenues Year ended (US$ m) Bulgaria Croatia Czech Republic Romania Slovak Republic Slovenia 2012 Total: US$ Total: US$ Total: US$ 80.5 During 2014, carriage fees and subscription revenues represented 23% of total country net revenues in Bulgaria and 26% in Romania. Increases in carriage fee revenues reflects the strength of our channels. 8

9 Questions and Answers 9

10 What are the macro-economic trends? Real GDP Year-over-Year Change Rate CME 2014F Average: 2.0% Total TV Ad Market (nominal) Year-over Year Change Rate, % CME 2014 Average: 3.1% (1)% 1% 2% 1% (3)% (2)% (1)% 3% 1% 1% (1)%(1)% Source: Eurostat, 2014 CME estimates based on market consensus Erste, JPM, Deutsche Bank, The Economist, Citi, OECD, IMF, Unicredit). 2% 3% 2% 2% % 0% % 5% 4% 4% 1% (1)% (2)% (3)% (4)% (5)% (6)% (6)% (7)%(7)% (7)% (9)% (10)% (10)% Source: CME internal estimates at constant currency exchange rates Real Private Consumtion Year-over-Year Change Rate, % CME 2014F Average: 2.1% (2)% 1% (1)% 4% (3)%(3)% 1% 1% (1)% (2)% Source: Eurostat, 2014 CME estimates based on market consensus Erste, JPM, Deutsche Bank, The Economist, Citi, OECD, IMF, Unicredit). Note: Consensus analyst forecast and estimates are subject to change and comparative data may differ from those previously published. * Romania market excludes Moldova. (4)% (1)% 2% 5% 2% 2% % (1)% Czech Republic Consumer Price Index Average Year-over-Year Change Rate,% CME 2014F Average: 0.3% Romania 3% 3% 4% 3% 3% 4% Slovak Republic 1% 4% 1% 1% 2% 2% 0% 1% 0% (1)% Source: National Statistical Offices 0% 0% Bulgaria Slovenia Croatia CME Total 10

11 What are the leading programs in CME s markets? Czech Republic Romania Slovakia 41% 39% 39% 34% 43% 25% 25% 41% 29% 26% 25% 24% 44% 42% 32% 25% 25% 30% 31% 24% 26% 24% 19% 18% The Street Rose Garden Police Wife Swap Medical Modrava Las Fierbinti The Farm Got Talent La Maruta Show Blind Love Chart show Taste of Love Cupboard Bulgaria Croatia Slovenia 42% 39% 41% 31% 31% 38% 39% 37% 29% 34% 38% 32% 33% 31% 29% 25% 55% 51% 23% 36% 33% 29% 32% 26% Sila Masterchef Capital Got Talent Hillbillies No Matter Crazy, Masterchef Attested What Confused, Normal Your Face Best Wishes Confirmed Masterchef Sounds Familiar 2014 Q2 actual audience share for the same program or time slot Q2 actual audience share for the program. Data Source: Local TV data providers; All audience shares in main channels sales target group. 11

12 What is your multichannel philosophy? CZ RO SK BG SLO CRO Main general entertainment TV channels 7 26 Other thematic TV channels

13 What is the leading advertising medium in your markets? Split of advertising expenditure among different media in CME markets 100% 16% 16% 17% 19% 18% 17% 16% 15% 14% 80% 32% 29% 25% 23% 22% 20% 19% 18% 16% 60% 40% 5% 47% 6% 49% 7% 9% 10% 51% 49% 50% 17% 11% 13% 15% 52% 52% 52% 53% 20% 0% TV Internet Print Other Source: Group M, December TV continues to have the broadest reach and capture the highest share of advertising budgets in our markets. 13

14 What is the convergence potential of CME s markets? 2014 Total ad spend per capita and ad intensity US$ % 400 $ Ad intensity 0.40% 0.22% 0.35% 0.23% 0.34% 0.15% 0.28% 100 $72.0 $51.9 $44.9 $41.5 $25.1 $15.1 $ Czech Republic Slovenia Croatia Slovak Republic Bulgaria Romania CME average Developed markets average Ad intensity is the ratio of total ad spend to GDP. Source: IMF, Group M December 2014 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. There is significant room for convergence in our markets 14

15 How is television distributed in CME s markets? Households 1 Penetration DTT DTH Cable IPTV Bulgaria 2.9 million 15% 35% 45% 3% Croatia 1.5 million 56% 7% 13% 25% Czech Republic 4.3 million 51% 26% 21% 2% Romania 7.2 million 4%³ 25% 70% - Slovak Republic 1.7 million 9% 48% 29% 14% Slovenia 0.8 million 16% 4% 41% 39% 1 Sources: BeMedia (Bulgaria), Mediaresearch (Czech Republic), Croatian Bureau of Statistics (Croatia), OTVY (Romania), TNS (Slovak Republic) and OTVY (Slovenia). 2 CME estimates for the penetration of the primary source of viewing of TV households for 2014 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 15

16 Segment Review 16

17 Czech Republic: Q performance Q Financials US$ m Q Q % Act % Lfl¹ TV advertising revenues (10.9)% 10.5 % Carriage fee & subscription revenues (0.2)% 23.8 % Other revenues (38.4)% (23.6)% Net revenues (12.1)% 9.0 % Audience Share All Day Audience Share Prime Time Audience Share Q Q Market Market Share Share TV Ad Market Share (CME Group) Q TV Ad Market Share Prima Group: 27% Total costs (27.7)% (10.4)% CT Group: 6% OIBDA % 45.1 % 58% 60% 61% 60% 60% Others: 7% ¹ Like for-like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues and costs. Source: ATO - Nielsen Admosphere; Mediaresearch (all audience share and leadership data is for the target group). TV ad market share represents CME s internal estimates. Q2 Q3 Q4 Q1 Q CME Group: 60% 17

18 Romania: Q performance Q Financials US$ m Q Q % Act % Lfl¹ TV advertising revenues (5.3)% 18.0 % Carriage fee & subscription revenues (18.9)% 1.0 % Audience Share All Day Audience Share Prime Time Audience Share Other revenues (52.6)% (41.2)% Net revenues (10.9)% 11.0 % Q Q Market Share TV Ad Market Share (CME Group) Q TV Ad Market Share Kanal D: 6% Total costs (24.0)% (5.4)% 61% 63% 63% 63% 63% Others: 7% Prima Group : 2% OIBDA % 63.2 % Intact Group: 22% ¹ Like for-like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues and costs. Source: Kantar Media (all audience share and leadership data is for the Urban target group). TV ad market share represents CME s internal estimates. Q2 Q3 Q4 Q1 Q CME Group: 63% 18

19 Slovak Republic: Q performance Q Financials Audience Share US$ m Q Q % Act % Lfl¹ All Day Audience Share 45 Prime Time Audience Share 45 TV advertising revenues (16.1)% 4.2 % Carriage fee & subscription revenues % 66.7 % Other revenues (30.2)% (13.3)% Net revenues (16.4)% 3.8 % Q Q Market Share TV Ad Market Share (CME Group) Q TV Ad Market Share Other: 2% CME Group: 64% Total costs (21.5)% (2.4)% OIBDA % 46.5 % 67% 70% 64% 69% 64% RTVS: 4% JOJ Group: 30% ¹ Like for-like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues and costs. Source: PMT / TNS SK (all audience share and leadership data is for the target group). TV ad market share represents CME s internal estimates. Q2 Q3 Q4 Q1 Q

20 Bulgaria: Q performance Q Financials US$ m Q Q % Act % Lfl¹ TV advertising revenues (20.0)% (0.6)% Carriage fee & subscription revenues (11.5)% 10.0 % Audience Share All Day Audience Share Prime Time Audience Share Other revenues (29.3)% (12.1)% Net revenues (18.8)% 0.9 % Q Q Market Share TV Ad Market Share (CME Group) Q TV Ad Market Share Total costs (15.9)% 4.5 % BNT Group: 3% Others: 3% 61% OIBDA (28.2)% (10.9)% 56% 56% 56% 58% MTG Group: 36% ¹ Like for-like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues and costs. Source: GARB (all audience share and leadership data is for the target group). TV ad market share represents CME s internal estimates. Q2 Q3 Q4 Q1 Q CME Group: 58% 20

21 Croatia: Q performance Q Financials US$ m Q Q % Act % Lfl¹ TV advertising revenues (18.1)% 2.2 % Audience Share All Day Audience Share Prime Time Audience Share Carriage fee & subscription revenues % 34.1 % Other revenues (1.0)% 23.5 % Net revenues (16.6)% 4.1 % Q Q Market Share TV Ad Market Share (CME Group) Q TV Ad Market Share HTV Group: 8% Total costs (22.9)% (3.7)% 57% 56% 56% 55% OIBDA % 27.7 % 53% RTL Group: 37% ¹ Like for-like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues and costs. Source: AGB Nielsen Media Research (all audience share and leadership data is for the target group). TV ad market share represents CME s internal estimates. Q2 Q3 Q4 Q1 Q CME Group: 55% 21

22 Slovenia: Q performance Q Financials Audience Share US$ m Q Q % Act % Lfl¹ All Day Audience Share 50 Prime Time Audience Share TV advertising revenues (13.7)% 7.3 % Carriage fee & subscription revenues % 40.9 % Other revenues (39.0)% (24.3)% Net revenues (14.3)% 6.5 % Q Q Market Share TV Ad Market Share (CME Group) Q TV Ad Market Share Total costs (5.3)% 17.5 % OIBDA (64.2)% (55.2)% 76% 73% 81% 76% 78% State TV Group: 11% Planet TV Group: 8% Pink SI: 1% Other: 2% ¹ Like for-like currency variance reflects the impact of applying the current period average exchange rates to the prior period revenues and costs. Source: AGB Nielsen Media Research (all audience share and leadership data is for target group. TV ad market share represents CME s internal estimates. Q2 Q3 Q4 Q1 Q CME Group: 78% 22

23 Financial Review 23

24 Q2 Revenues by Segment US$ m Q Q Net Revenues Variance Actual % Lfl % 1 Bulgaria (18.8)% 0.9% Croatia (16.6)% 4.1% Czech Republic (12.1)% 9.0% Romania (10.9)% 11.0% Slovak Republic (16.4)% 3.8% Slovenia (14.3)% 6.5% Intersegment revenues (1.1) (0.3) NM 2 NM 2 Total net revenues (13.5)% 7.5% 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-Q for the period ended June 30,

25 First Half Revenues by Segment US$ m H H Net Revenues Variance Actual % Lfl % 1 Bulgaria (16.2)% 3.1% Croatia (14.4)% 5.9% Czech Republic (11.4)% 9.4% Romania (10.1)% 10.4% Slovak Republic (10.8)% 9.8% Slovenia (16.7)% 2.6% Intersegment revenues (1.5) (0.4) NM 2 NM 2 Total net revenues (12.2)% 8.2% 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-Q for the period ended June 30,

26 Q2 OIBDA by Segment US$ m Q Q OIBDA Variance Actual % Lfl % 1 Bulgaria (28.2)% (10.9)% Croatia % 27.7 % Czech Republic % 45.1 % Romania % 63.2 % Slovak Republic % 46.5 % Slovenia (64.2)% (55.2)% Eliminations (0.1) 0.0 NM 2 NM 2 Operations sub-total % 35.9 % Central costs (7.8) (6.5) 17.5 % 2.7 % Total % 43.7 % 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-Q for the period ended June 30,

27 First Half OIBDA by Segment US$ m H H OIBDA Variance Actual % Lfl % 1 Bulgaria % % Croatia % 55.1 % Czech Republic % 83.3 % Romania % 45.4 % Slovak Republic (0.1) 3.5 NM 2 NM 2 Slovenia (58.7)% (47.6)% Eliminations NM 2 NM 2 Operations sub-total % 73.5 % Central costs (13.9) (12.7) 8.9 % (8.8)% Total % 99.4 % 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-Q for the period ended June 30,

28 Summary Consolidated Statements of Operations US$ m (except per share data) Three months ended June 30, Six months ended June 30, Net revenues Content costs Other operating costs Depreciation and amortization Selling, general and administrative costs Restructuring costs Operating income Net interest expense (39.0) (41.6) (66.8) (81.6) Loss on extinguishment of debt (24.2) (24.2) Foreign currency (loss) / gain, net (0.3) 2.3 (1.0) (9.2) Change in FV of derivatives 2.4 (2.2) 2.3 (3.2) Other expense, net (0.5) (3.1) (0.5) (3.4) Income tax provision (2.4) (3.5) (0.3) (3.6) Loss from continuing operations (41.4) (11.7) (82.4) (81.9) (Loss) / income from discontinued operations, net of tax (11.2) 2.7 (18.8) (0.6) Net loss (52.5) (9.0) (101.1) (82.5) Net loss attributable to noncontrolling interests Net loss attributable to CME Ltd. (52.4) (8.7) (100.4) (82.0) Net loss attributable to CME Ltd. per share (0.39) (0.09) (0.74) (0.62) Please refer to our Form 10-Q for the period ended June 30, 2015 for the full financial statements and related notes and disclosures. 28

29 Consolidated Revenues by Type US$ m Three months ended June 30, Six months ended June 30, TV advertising revenues Carriage fees & subscription revenues Other revenues Net revenues Please refer to our Form 10-Q for the period ended June 30, 2015 for the full financial statements and related notes and disclosures. 29

30 Summary Consolidated Balance Sheet US$ m As at December 31, 2014 As at June 30, 2015 Current assets Assets held for sale Total current assets Non-current assets 1, ,133.5 Total assets 1, ,482.3 Current liabilities Liabilities held for sale Non-current liabilities Total liabilities 1, ,127.0 Series B Convertible Redeemable Preferred Stock CME Ltd. shareholders' equity Noncontrolling interests (2.6) (2.4) Total liabilities and equity 1, ,482.3 Cash & cash equivalents Gross debt 1 (1,066.0) (1,061.9) Net debt (1,031.7) (1,023.9) ¹ Gross debt is the full face value of all outstanding debt. Please refer to our Form 10-Q for the period ended June 30, 2015 for the full financial statements and related notes and disclosures. 30

31 Summary Cash Flow Six months ended June 30, US$ m Net cash (used in) / generated from continuing operating activities (12.6) 41.5 Net cash used in continuing investing activities (14.0) (14.4) Net cash provided by / (used in) continuing financing activities 16.2 (27.4) Net cash (used in) / generated from discontinued operations (2.4) 5.3 Impact of exchange rate fluctuations (3.6) (1.3) Net (decrease) / increase in cash and cash equivalents (16.3) 3.7 Net cash (used in) / generated from continuing operating activities (12.6) 41.5 Capex additions, net of disposals (14.0) (14.4) Free cash flow (26.5) 27.1 Supplemental disclosure of cash flow information: Accretion on Series B Convertible Redeemable Preferred Stock Please refer to our Form 10-Q for the period ended June 30, 2015 for the full financial statements and related notes and disclosures. 31

32 Debt Maturity Profile and Free Cash Flow 1,000 Pro Forma maturity as at June 30, 2015 (US$ m) Liquidity available from RCF: US$ 115 million 2017 Euro Term Loan 2017 Term Loan 2017 PIK Notes Replacement facility for 2015 Convertible notes 4 1 Debt in currencies other than US$ are translated at FX rates as at June 30, ² Includes PIK interest to June 30, Excludes PIK interest from June 1, Assumes the replacement facility under the Commitment Letter provided by Time Warner is used to refinance the 2015 Convertible Notes at or immediately prior to their maturity in November Components of free cash flow Six months ended June 30, (US$ m) Variance OIBDA Change in working capital Interest, taxes, and other (55) (19) 36 Net investment in programming 3 (5) (8) Capex (14) (14) Total (27)

33 Indebtedness as at June 30, 2015 As at June 30, Drawn Total facility US$ m US$ m LC 2 m Corporate: LC Interest rate Maturity 2015 Convertible Notes USD 5.0% Euro Term Loan EUR 8.5% PIK Notes USD 15.0% Term Loan USD 15.0% Revolving Credit Facility _ USD 10.0% 2017 Other credit facilities RON Var. Var. Total debt 3 1, Guarantee fee 7.5 Lease obligations 3.8 Currency and interest agreements 2.9 Total debt (consolidated) 4 1,061.9 Less: Unrestricted cash (38.0) Net debt 1,023.9 Weighted average interest rate of gross debt 10.72% ¹ Debt in currencies other than US$ are translated at FX rates as at June 30, ² LC: local currency. 3 Total debt includes 2015 Convertible Notes, 2017 PIK Notes, 2017 Term Loan and 2017 Fixed Rate Notes at full face value. 4 We have entered into a Commitment Letter with Time Warner whereby Time Warner will provide or assist arranging a loan facility to refinance the 2015 Convertible Notes immediately prior to their maturity in November The replacement facility will bear interest at 8.5% and CME will have the option to pay interest in kind. Please refer to our Form 10-Q for the period ended June 30, 2015 for the full financial statements and related notes and disclosures. 33

34 Equity Structure and Outstanding Equity Instruments Total Class A and equivalents outstanding² As at June 30, 2015 Total Class A and equivalents held by TWX Class A Common Shares 135,801,524 61,407,775 Convertible instruments (As Converted Basis): Series A Convertible Preferred Share 11,211,449 11,211,449 Series B Convertible Redeemable Preferred Shares¹ 95,830,154 95,830,154 Initial Warrant 30,000,000 30,000,000 Unit Warrants 84,000,000 70,926,996 Diluted CME Class A Shares 356,843, ,376,374 TWX interest in CME 75% ¹ Based on the accreted value of 200,000 shares issued and outstanding at June 30, 2015 without giving effect to additional accretion after such date. ² Excludes 2.6 million million unvested RSUs, 1.6 million stock options, 850,000 warrants with a strike price of $21.75, and the 2015 Convertible Notes with a conversion price of $ per share. As at July 24, 2015 Shares of Class A Common Stock Series A Convertible Preferred Share 1 Series B Convertible Redeemable Preferred Shares 2 Ownership % of Shares of Class A Common Stock Voting interest 3 Shares outstanding, excluding Time Warner 74,394, % 50.6% Time Warner 61,407, , % 49.4% Total 135,802, , % 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, and redeemable 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 years from 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 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 is convertible. The Series B Convertible Redeemable Preferred Shares are non-voting, except in certain circumstances. 34

35 OIBDA Reconciliation US$ m Three months ended June 30, Six months ended June 30, Reconciliation to Consolidated Statements of Operations: Operating income Depreciation of property, plant and equipment Amortization of intangible assets Other items OIBDA Other items for the six months ended June 30, 2015 consists solely of a charge related to the ongoing tax audit of Pro TV in Romania which was accrued in the first quarter of Following legislation enacted in July 2015 in Romania, during the third quarter of 2015 we expect to reverse substantially all of the charges taken in the fourth quarter of 2014 and the first quarter of 2015 related to the tax audits. Other items for the three and six months ended ended June 30, 2014, is comprised of a fine the competition committee in Slovenia was seeking to impose which was subsequently overturned in the fourth quarter of Please refer to our Form 10-Q for the period ended June 30, 2015 for the full financial statements and related notes and disclosures. 35

36 CME Board of Directors Independent Director, Non-Executive Chairman of the Board and member of the Compensation Committee Paul T. Cappuccio Director Executive Vice President and General Counsel, Time Warner Inc. Former partner at Kirkland & Ellis John K. Billock Member of the Board of Advisors at Simulmedia, Inc. Former Director of TRA Inc. and TiVo Research and Analytics, Inc. Previous roles with Time Warner Cable and Home Box Office Independent Director, Chairman of the Audit Committee and member of the Corporate Governance/Nominating Committee Charles R. Frank Independent Director and member of the Audit Committee Financial advisor and non-executive board member of Mittal Steel Galati Former Vice President of the European Bank for Reconstruction and Development Director Former CFO of Solvadis, a subsidiary of the German group MG Technologies Independent consultant in financial and organizational areas Independent Director, Chairman of the Compensation Committee and member of the Corporate Governance/Nominating Committee Iris Knobloch President of Warner Bros. France S.A. Independent Director of Accor S.A. Former Senior Vice President of International Relations of Time Warner Inc. Alfred W. Langer Director EVP & Chief Strategy Officer, Turner Broadcasting System, Inc. Bruce Maggin Currently a Principal of the H.A.M Media group, an international investment and advisory firm specializing in the entertainment and communications industries Parm Sandhu Independent Director, Chairman of the Corporate Governance/Nominating Committee and member of the Audit Committee Non-executive director of Eircom Chairman of Merapar Former Chief Executive Officer of Unitymedia Doug Shapiro Former Senior Vice President, International and Corporate Strategy at Time Warner Inc. Former senior analyst at Banc of America Securities Director President of Turner Broadcasting System International Former Chief Executive Officer of RTL Group Kelli Turner Independent Director and member of the Audit Committee and member of the Compensation Committee EVP, Corporate Development and CFO at SESAC, INC., a music rights licensing company After period as COO, CFO she became a President of RSL Capital LLC and Founder and General Partner of RSL Venture Partners L.P. Previous roles with Martha Stewart Living Omnimedia, Inc. and Time Warner, Inc. Former member of the executive board of Bertelsmann AG Gerhard Zeiler 36

37 Contact Information Prague Office Kříženeckého nám. 1078/ Prague 5 Barrandov Czech Republic Mark Kobal Head of Investor Relations mark.kobal@cme.net Telephone: