2017 Duff & Phelps October 2016 YOUniversity Deal Challenge Valuation of Home Box Office (HBO) Table of Contents Section Topic Page I. Executive Summary 3 II. Background 5 III. Industry Information 15 Appendix A Deliverables 23 Appendix B Additional Assumptions 27 Duff & Phelps 2 Section 1 Executive Summary Duff & Phelps 3 Executive Summary Technological advancements have disrupted many traditional industries. In the case of the entertainment and media industry, technological advancement as a result of internet ubiquity and advent of smartphones and smart- connected-devices has led to changes in users behavioral patterns. These changes have created opportunities and risks for stakeholders of the companies that were protected by their traditional business models. Adapting to these changes is crucial to the success of businesses across the entertainment and media industry, including that of Time Warner Inc. (“Time Warner” or NYSE:TWX), the parent company of Home Box Office, Inc. (“HBO”), which owns and operates leading multichannel premium pay television services, HBO and Cinemax.1 HBO’s businesses consist principally of premium pay television services, and the HBO NOW streaming service domestically, and premium pay, basic tier television and streaming services internationally, as well as home entertainment and content licensing.1 HBO NOW was unveiled in response to rapid changes of users’ viewing and media consumptions habits. It’s been approximately two years since Time Warner, Inc. announced the launch of HBO NOW. It has also been more than two years since Twenty-First Century Fox, Inc. (NASDAQ:FOXA), launched a bid for $80 per share for Time Warner (the parent company of HBO). However, TWX’s stock performance has been flat since both announcements. Time Warner’s board wants to study all of its options with HBO and it has hired you to assist them with the assessment of their strategic options. 1 Source: Time Warner, Inc. fillings. Duff & Phelps 4 Section 2 Background Duff & Phelps 5 Company Overview • HBO operates as a premium television company.1 • HBO offers programs that include series, sports, documentaries, comedy, and movies. It allows viewers to stream episodes and programs on desktop computer, mobile devices, tablets, streaming players, game consoles, and connected televisions. It serves subscribers in the United States, Asia, Europe, and Latin America. • As of December 31, 2015, HBO had approximately 49 million domestic subscribers and 82 million paid users internationally. In 2015, HBO generated approximately $5.6 billion of revenues and $1.9 billion of profit.2 • HBO Operates as a subsidiary of Time Warner Inc. (NYSE: TWX). Source: (1) per Capital IQ; (2) TWX Form 10k, filed February 26, 2016. Duff & Phelps 6 Company Overview - Continued • HBO provides up to thirteen multiplex channels – HBO Family of Channels seven 24-hour multiplex channels – as well as a subscription video on demand service. • HBO GO, an online video service that offers a selection of films and TV shows from HBO, was launched in 2010. – HBO GO offers a selection of theatrically released films, original programs, movies, comedy specials, documentaries and sports programming from HBO. HBO GO is only available as a complementary service to existing HBO television subscribers. • HBO International: Unique, country-specific HBO- and Cinemax- branded premium pay, basic tier television, and streaming services are distributed in more than 60 countries. • The terms of HBO’s agreement with its international affiliates vary from country to country. *Source: per Capital IQ Duff & Phelps 7 Company Overview - Continued • On April 7, 2015, HBO launched a stand-alone streaming service to users of Apple Inc. products and customers of Cablevision Systems Corp., called HBO NOW. • HBO NOW allows consumers to access approximately 2,000 HBO titles for a monthly fee, and only requires an internet connection. • HBO used BAMTech to build the infrastructure of HBO NOW. BAMTech is a spin-off from MLB Advanced Media, which handles the backend and content delivery system for Major League Baseball. • In February 2016, Richard Plepler, CEO of HBO announced that HBO NOW had roughly 800,000 paying subscribers since its launch in April of 2015. • The subscriber count is lower than the 1 million to 2 million subscribers that Wall Street had expected the streaming service to gain at that point. *Source: The Wall Street Journal Duff & Phelps 8 Historical Financial Information (USD in Million) LTM Notes: 2012A 2013A 2014A 2015A as of Q2 2016 1.Content and Other – HBO also generates revenues from Subscription $ 4,010.0 $ 4,231.0 $ 4,578.0 $ 4,748.0 $ 4,877.0 exploitation of its original Content and Other 676.0 659.0 820.0 867.0 875.0 programming through multiple Total Revenues 4,686.0 4,890.0 5,398.0 5,615.0 5,752.0 distribution outlets. HBO sells Programming Costs: its original programming in Acquired Films and Syndicated Series 885.0 894.0 1,007.0 1,003.0 1,015.0 both physical and digital formats in the U.S. and Originals and Sports 856.0 856.0 960.0 1,032.0 1,103.0 various international regions Total Programming Costs 1,741.0 1,750.0 1,967.0 2,035.0 2,118.0 through a wide variety of Other Direct Operating Costs 659.0 618.0 741.0 776.0 787.0 digital storefronts and Costs of Revenues 2,400.0 2,368.0 2,708.0 2,811.0 2,905.0 traditional retailers. Gross Profit 2,286.0 2,522.0 2,690.0 2,804.0 2,847.0 Gross Margin 48.8% 51.6% 49.8% 49.9% 49.5% HBO also licenses both individual programs and Selling, General and Administrative 632.0 705.0 746.0 831.0 847.0 packages of programs to Gain on Operating Assets - (113.0) - - - television networks and Asset Impairement - - 4.0 - - Subscription Video on Restructuring and Severance Costs 15.0 39.0 63.0 - 36.0 Demand (SVOD) services. Depreciation 85.0 91.0 77.0 81.0 80.0 Amortization 7.0 9.0 14.0 14.0 14.0 2.Costs of Revenues and Operating Expenses 739.0 731.0 904.0 926.0 977.0 Selling, General and Margin 15.8% 14.9% 16.7% 16.5% 17.0% Administrative expenses exclude depreciation. Operating Income 1,547.0 1,791.0 1,786.0 1,878.0 1,870.0 Margin 33.0% 36.6% 33.1% 33.4% 32.5% 3.Fiscal year end as of Segment EBITDA 1,639.0 1,891.0 1,877.0 1,973.0 1,964.0 December 31. Less: Corporate SG&A 59.3 75.1 92.4 17.6 20.0 4.Refer to page 12 for a detailed EBITDA $ 1,579.7 $ 1,815.9 $ 1,784.6 $ 1,955.4 $ 1,944.0 calculation of the allocated portion of Corporate Segment Capital Expenditures 65.0 45.0 58.0 68.0 n/a Expenses. Allocated Portion of Corporate Expenses Capital expenditures 8.0 14.4 7.6 4.1 n/a 5.Refer to Time Warner’s (NYSE:TWX) SEC filings for Depreciation 5.0 5.2 5.6 1.1 1.3 more information. Duff & Phelps 9 Historical Financial Information Common Size LTM 2012A 2013A 2014A 2015A as of Q2 2016 Subscription 85.6% 86.5% 84.8% 84.6% 84.8% Content and Other 14.4% 13.5% 15.2% 15.4% 15.2% Total Revenues 100.0% 100.0% 100.0% 100.0% 100.0% Programming Costs: Acquired Films and Syndicated Series 18.9% 18.3% 18.7% 17.9% 17.6% Originals and Sports 18.3% 17.5% 17.8% 18.4% 19.2% Total Programming Costs 37.2% 35.8% 36.4% 36.2% 36.8% Other Direct Operating Costs 14.1% 12.6% 13.7% 13.8% 13.7% Costs of Revenues 51.2% 48.4% 50.2% 50.1% 50.5% Gross Profit 48.8% 51.6% 49.8% 49.9% 49.5% Selling, General and Administrative 13.5% 14.4% 13.8% 14.8% 14.7% Gain on Operating Assets 0.0% (2.3%) 0.0% 0.0% 0.0% Asset Impairement 0.0% 0.0% 0.1% 0.0% 0.0% Restructuring and Severance Costs 0.3% 0.8% 1.2% 0.0% 0.6% Depreciation 1.8% 1.9% 1.4% 1.4% 1.4% Amortization 0.1% 0.2% 0.3% 0.2% 0.2% Operating Expenses 15.8% 14.9% 16.7% 16.5% 17.0% Operating Income 33.0% 36.6% 33.1% 33.4% 32.5% Segment EBITDA 35.0% 38.7% 34.8% 35.1% 34.1% Corporate SG&A 1.3% 1.5% 1.6% 1.1% 1.3% EBITDA 33.7% 37.2% 33.2% 34.0% 32.9% Segment Capital Expenditures 1.4% 0.9% 1.1% 1.2% n/a Duff & Phelps 10 Historical Financial Information Trend Analysis - Growth 2012A 2013A 2014A 2015A Subscription 6.4% 5.5% 8.2% 3.7% Content and Other (7.4%) (2.5%) 24.4% 5.7% Total Revenues 4.2% 4.4% 10.4% 4.0% Programming Costs: Acquired Films and Syndicated Series (4.8%) 1.0% 12.6% (0.4%) Originals and Sports 10.3% 0.0% 12.1% 7.5% Total Programming Costs 2.1% 0.5% 12.4% 3.5% Other Direct Operating Costs 6.6% (6.2%) 19.9% 4.7% Costs of Revenues 3.3% (1.3%) 14.4% 3.8% Gross Profit 5.2% 10.3% 6.7% 4.2% Selling, General and Administrative (6.2%) 11.6% 5.8% 11.4% Gain on Operating Assets NMF NMF NMF NMF Asset Impairement NMF NMF NMF NMF Restructuring and Severance Costs 0.0% 160.0% 61.5% NMF Depreciation 13.3% 7.1% (15.4%) 5.2% Amortization (12.5%) 28.6% 55.6% - Operating Expenses (4.3%) (1.1%) 23.7% 2.4% Operating Income 10.3% 15.8% (0.3%) 5.2% Segment EBITDA 10.4% 15.4% (0.7%) 5.1% Corporate SG&A NA 22.2% 18.1% (25.9%) EBITDA NA 15.1% (1.5%) 6.6% Segment Capital Expenditures (31.6%) (30.8%) 28.9% 17.2% Duff & Phelps 11 Corporate Expense Allocation Calculation Historical Financial Information Common Size (2) LTM LTM Revenues: 2012A 2013A 2014A 2015A as of Q2 2016 2012A 2013A 2014A 2015A as of Q2 2016 Turner 9,525.0 9,983.0 10,396.0 10,596.0 10,975.0 36.3% 36.7% 36.7% 36.3% 37.9% HBO 4,686.0 4,890.0 5,398.0 5,615.0 5,752.0 17.9% 18.0% 19.1% 19.2% 19.8% Warner Bros.