Testimony of John Mansell Copyright Royalty Judges 2010-2013 Copyright Royalty Distribution Proceeding

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ALLOCATION HEARING EXHIBIT 6002 Electronically Filed Docket: 14-CRB-0010-CD (2010-2013) Filing Date: 02/12/2018 04:06:54 PM EST

TESTIMONY OF JOHN MANSELL COPYRIGHT ROYALTY JUDGES 2010-2013 COPYRIGHT ROYALTY DISTRIBUTION PROCEEDING

THE MIGRATION OF LIVE TEAM SPORTS PROGRAMMING FROM BROADCAST TELEVISION TO CABLE-SATELLITE TV AND OTHER NEW MEDIA

PREPARED BY:

JOHN MANSELL ASSOCIATES, INC. 1093 LORAN COURT GREAT FALLS, VA 22066-1533 DECEMBER 22, 2016

CORRECTED MARCH 9, 2017 ALLOCATION HEARING EXHIBIT 6002 MIGRATION OF SPORTS PROGRAMMING

TABLE OF CONTENTS

I. BACKGROUND AND EXPERIENCE ………………...………………………1

II. PURPOSE OF TESTIMONY ...... …………..3

III. EXECUTIVE SUMMARY ...... 4

A. LOCAL BROADCASTING STATIONS VERSUS RSNS……...... 5

B. GROWTH OF NATIONAL CABLE NETWORKS .... …………………6

C. NEW MEDIA COMPETITION………………………………………... . 7

D. NHL-NBA WORK STOPPAGES REDUCE LOCAL

BROADCASTS………………………………………………………….. .7

E. DIGITAL VIDEO RECORDERS REDUCE

LIVE SPORTS VIEWING…………..…………………………………… 7

IV. LOCAL BROADCASTING VERSUS CABLE REGIONAL SPORTS

NETWORKS (RSNS)………………………….……………………………...…8

A. INTRODUCTION ...... 8

B. DECLINE OF LOCAL TELECASTS AND INCREASE

IN RSN TELECASTS ...... ………………………………….10

V. NATIONAL BROADCASTING NETWORKS VERSUS NATIONAL

CABLE SPORTS NETWORKS .…………………………………………….. 12

A. MLB NATIONAL BROADCAST TV GAMES VERSUS

NATIONAL CABLE GAMES ...... 13

B. NBA NATIONAL BROADCAST TV GAMES VERSUS

NATIONAL CABLE GAMES ...... …. 15

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C. NHL NATIONAL TV COVERAGE……...... 17

D. NFL LAUNCHES NFL NETWORK GAMES.……………………….. 18

E. COLLEGE FOOTBALL DISTRIBUTION……...... 18

F. COLLEGE BASKETBALL ...... ……19

VI. OUT OF MARKET CABLE-SATELLITE VIDEO-ON-DEMAND …………20

A. NFL FOOTBALL ...... ………………….………….……………………20

B. MLB ……………………...... 21

C. COLLEGE FOOTBALL AND BASKETBALL……...... 21

D. NCAA BASKETBALL TOURNAMENT .. …………………………… 22

VII. INTERNET SPORTS PROGRAMMING ON THE RISE ...... …………… 23

A. NCAA BASKETBALL TOURNAMENT .. …………………………….24

B. MLB ...... ………………………………………26

C. NFL . …………………………………………………………………….. 27

D. NBA ...... …………………………………………………..28

E. NHL…………………………..………………………..………….…… .. 29

F. COLLEGE SPORTS………………………………………… . ………..30

VIII. MOBILE AND OTHER DIGITAL DEVICES ...... …………………………….31

A. NFL…………………………………………………………………….. .. 31

B. MLB ...... 32

C. NBA ...... 32

D. NHL ...... 33

IX. SUMMARY . ……………………………………………………………………..33

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APPENDIX I-RSN SUBSCRIBERS ...... 38

APPENDIX II-LOCAL MLB TELECASTS ...... 40

APPENDIX III-LOCAL NBA TELECASTS ...... 41

APPENDIX IV-LOCAL NHL TELECASTS ...... 42

APPENDIX V-NATIONAL CABLE SPORTS NETWORKS ...... 43

APPENDIX VI-NATIONAL CABLE NETWORKS WITH SPORTS ...... 45

APPENDIX VII-COLLEGE FOOTBALL TELECASTS ...... 46

APPENDIX VIII-CURRICULUM VITAE ...... ………………………………49

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I. BACKGROUND AND EXPERIENCE

I am John Mansell, Jr., President/CEO of John Mansell Associates, Inc., a

company established over 20 years ago. Until April 2007, I worked exclusively

for Kagan Research and related successor companies for over 32 years. Kagan

is one of the leading media research organizations in the U.S. Its vast array of

publications covers many arenas of media and entertainment, including

broadcast and cable television. I began my career as a newsletter editor in 1975

and was promoted to senior analyst in 1986. When I left the company, I was

Kagan's lead analyst for cable TV overbuilds and competition, sports media

rights and franchise valuations, communications law, and a seasoned appraiser

of sports business, digital media, wireless, satellite and communications

properties. I was responsible for writing, editing and contributing to several

Kagan books, special reports and newsletters, including Kagan's Wireless

Broadband, Cable TV Law Reporter and Media Sports Business. I served as

moderator at Kagan events such as the Kagan Digital Media Summit and have

been invited to speak at industry association conferences, including the Wireless

Communications Association, National Cable TV & Telecom Association, and the

Western Cable Show.

From 1984 to 2007, I wrote and edited the monthly Media Sports Business.

This newsletter regularly reported on the evolving relationship between sports

teams and the electronic media, franchise valuations, transactions, media rights

fees, advertising, viewership, subscription revenue, labor relations and

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stadium/arena financings. In addition to coverage of these issues in newsletters,

I headed a Kagan team and contributed to a series of special reports, including

The Business of Baseball, The Business of Football, The Business of Basketball,

The Business of Hockey, and the U.S. TV Sports Databook.

Over the years, I have done consulting and/or valuations for numerous

entertainment and telecommunications organizations, including sports leagues,

teams, and financial entities involved in transactions with teams and leagues. I

have more than 25 years of experience in analyzing the sports business and

appraising sports, media and communications properties. During that period, I

have appraised over $10 billion worth of media properties on contract

assignment. In addition, many more billions of dollars’ worth of such properties

have been valued through regular informal analyses in Kagan Research’s Media

Sports Business, Cable TV Investor: Deals & Finance, Motion Picture Investor,

Broadcast Investor: Deals & Finance, Wireless Broadband and Wireless Telecom

Investor newsletters. I have based my analysis in part on personal knowledge of

the media and communications industries acquired over more than three

decades.

I have a B.A. in economics from the University of Michigan, 1974, received

my J.D. degree in 1978 from Thomas M. Cooley Law School, and I am a member

of the Michigan Bar, District of Columbia Bar and Federal Communications Bar

Association.

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II. PURPOSE OF TESTIMONY

The purpose of my testimony is to analyze the changes in the carriage of

“live professional and college team sports” programming (as such term is used in

this proceeding) in light of distribution and technology options that evolved

through 2013 to compete for the attention of the consumer of live team sports

programming.

In addition to the research I conducted during my 33 years with Kagan

Research, for this assignment I have relied upon the broadcast/media calendars

on the websites of each MLB, NBA and NHL team prior to the start of regular-

season games as well as other websites, including those of the sports leagues

and programmers.

In the broadest sense, sports programming is defined as the dissemination

of audio and/or video of a game or contest involving individual skill or physical

prowess, including baseball, football, basketball, soccer, hockey, golf, tennis,

bowling, track & field, horseracing, swimming-diving, ice-skating, skiing, auto

racing, boxing, wrestling, softball, lacrosse, volleyball, sailing, extreme sports,

fishing and other activities.

For the purpose of the instant proceeding to allocate cable compulsory

license royalties, however, I focus on live over-the-air television broadcasts of

professional and college team sport games involving teams belonging to Major

League Baseball (MLB), the National Football League (NFL), the National

Basketball Association (NBA), the National Hockey League (NHL), and the

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National Collegiate Athletic Association (NCAA), the sports programming that

falls within the Joint Sports Claimants program category (“JSC Sports”). The

JSC Sports programming is a narrower subset of the broader sports

programming.

I have analyzed the changes in live professional and college team sports

games on television. Based on that analysis, I conclude that over the past 30

years, the number of live professional and college team sports games on local

over-the-air TV stations has significantly declined. At the same time, the number

of professional and college team sports games on cable networks and regional

sports networks (RSNs) has dramatically increased. In effect, live professional

and college team sports games in general, and JSC Sports programming in

particular, have shifted dramatically from local over-the-air TV stations to regional

sports networks and basic cable sports networks. Furthermore, the trend has

accelerated since 2005 and there is no reason to believe that this trend will not

continue.

III. EXECUTIVE SUMMARY

By any measure, from 2005 through 2013, live regular season MLB, NBA,

NHL and NCAA basketball and football games increasingly aired on cable TV

national networks and RSNs, and not on broadcast television networks and local

TV stations. In addition, since 2005, more MLB, NBA and NHL playoff games

have migrated from national broadcast to national cable networks.

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A. Local broadcasting stations versus RSNs: Since 1990, RSNs have

grown in number, in subscribership, and cover a larger percentage of live MLB,

NBA, and NHL games televised. At the end of 2005, 33 RSNs, including

overlapping networks in 10 regions, served a combined total of 142.0 million

cable subscribers. By 2010, 38 RSNs increased the number of subscribers

served to 173.7 million subscribers, a 22.4% increase, and by the end of 2014,

51 RSNs were serving 199.0 million subscribers up, another 14.6% (a 40%

increase in subscribers served between 2005 and 2014).

As shown in the chart below, between 2010 and 2013, the number of live

game telecasts on local broadcast television declined, while the number carried

by cable television RSNs increased for each of the major sports leagues. Each

year, more games were televised on RSNs than were televised on local TV

stations, with the trend toward RSNs accelerating over time, except for those

years in which there were labor disputes (NBA 2011-12 and NHL 2012-13).

LOCAL BROADCAST VS. REGIONAL SPORTS NETWORK NUMBER OF MAJOR LEAGUE GAMES—2010-to-2013

----2009-10------2010-2011------2011-2012------2012-2013--- Broad- Cable Broad- Cable Broad- Cable Broad- Cable League cast RSN cast RSN cast RSN cast RSN

MLB 498 3,902 449 3,997 406 4,082 338 4,115

NBA 219 1,887 180 1,968 77 1,654 86 2,113

NHL 80 1,564 77 1,640 48 1,643 7 979

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Between 1990 and 2004, the percentage of total televised MLB games

carried by RSNs rose from about 41% to 72%. For the same period, the

percentage of total televised NBA games carried by RSNs rose from about 55%

to 74%. Similarly, the percentage of total NHL games carried by RSNs climbed

from about 71% in 1990 to 88% in 2004. Since 2004, the trend has continued.

For the 2012-13 season, 92% of MLB local games, 96% of NBA local games,

and 99% of NHL local games were on RSNs, not local broadcast stations.

PERCENTAGE OF LOCAL GAMES ON REGIONAL SPORTS NETWORKS League 1990 1999 2004 2010 2013 MLB 41% 57% 72% 89% 92%

NBA 55% 54% 74% 90% 96% NHL 71% 79% 88% 95% 99% © John Mansell Associates, 2016

B. Growth of National Cable Networks. In 1990, seven national cable

networks with a combined 288 million subscribers carried sports programming.

Only two were 100% sports programming.1 By the end of 2004, the number of

national cable networks carrying sports programming had more than quadrupled

to 33, 18 of which carried sports programming full-time and had a combined

538.3 million cable and DBS subscribers. By the end of 2009, there were 41

national cable programming networks with sports programming, 26 of which

carried sports programming full-time and had 1.1 billion cable, telco and DBS

1 Sports programming on these national cable networks included live sporting events as well as talk shows, documentaries, and sports highlight shows.

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customers. In 2013, there were 44 national networks with sports programming,

30 of which carried sports programming full-time and had 1.37 billion subscribers,

an increase of over 155% subscribers since the end of 2004.

C. New media competition: TV station carriage of sports programming

faced greater competition from increased streaming audio/video options on new

distribution platforms, including video-on-demand, Internet broadband, mobile

phones, and other wireless devices. Since 2005, the amount of live original and

simulcast sports programming that is streamed has skyrocketed for virtually

every sport.

D. NHL-NBA work stoppages reduce local broadcasts: Obviously, the

NHL lockout which resulted in cancellation of the 2004-05 NHL season, also

diminished the availability of games to cable subscribers as did the NHL lockout

in 2011-12, and the NBA work stoppage in 2012-13.

E. Digital Video Recorders reduce live viewing: The growing

proliferation of digital video recorders (DVRs) has reduced viewership of live

broadcast sports programming. An August, 2015, online survey by Thuuz Sports

concludes that the vast majority (84%) of pay TV subscribers who watch sports

and have DVRs are sports DVR users. “It is an open secret in the TV business

that recording live sports to DVRs is a widespread behavior pattern. Our

research validates this fact,” concludes Thuuz Sports.2

2 See http://www.multichannel.com/news/content/sports-aren-t-dvr-proof- survey/409428.

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IV. LOCAL BROADCASTING VERSUS CABLE REGIONAL SPORTS NETWORKS (RSNS)

A. Introduction

RSNs are cable television networks whose primary, if not exclusive,

content is sports programming. RSNs offer the live games of “home” teams for

the region. Their increased presence in the distribution market over more than 20

years has had a significant impact on sports telecasts of the major sports

leagues. RSNs, all of which were carried on the basic or expanded-basic tier,

generate revenue from subscription fees and advertising. They cover several

regions with multiple and/or overlapping networks, such as Atlanta, Baltimore,

Chicago, Colorado, Florida, Los Angeles, New England, Ohio, New York, and

Washington, D.C. Over the past 15 years, two trends have developed: (1)

professional teams and colleges have been establishing their own RSNs to

broadcast their games throughout the region of most interest by viewers; and (2)

there is an increasing amount of cross-ownership between multichannel video

program distributors (MVPDs), sports franchises and RSNs.

RSNs typically fell into several ownership categories in 2013-14.

Approximately two dozen were owned by Fox and seven were owned by

Comcast. In about a dozen cases, one or more teams owned the majority of the

network or the network owned the teams; in at least seven cases teams held a

minority stake in the network; and the rest were owned by other distributors,

including Time Warner Cable, DirecTV and AT&T.

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At the end of 2010, there were 38 RSNs which had a combined total of

approximately 173.7 million subscribers, a 24% increase over 2005. Of the 38

RSNs, 19 were Fox-affiliated RSNs and carried 51 of 81 pro sports teams with

approximately 83 million subscribers; Comcast’s 12 RSNs totaled 29 million

subscribers; and another seven RSNs totaled nearly 62 million subscribers. By

2014, there were 51 RSNs with approximately 199 million subscribers - in other

words, 55% more RSNs and 42% more RSN subscribers than there were in

2005. This increase reflects the fact that cable subscribers were interested in

watching their home teams’ games. See Appendix I.

By 2005, RSNs were generating an estimated $3.1 billion in revenue—

$2.5 billion in affiliate fees paid by cable TV and DBS companies, plus nearly

$600 million in advertising revenue.3 By 2010, according to SNLKagan, RSN

affiliate fees had risen to $4.2 billion, 68% higher than in 2005 and were rising at

a 10.4% compound annual growth rate.

The growth of RSNs has affected the number of locally televised

broadcasts of MLB, NBA and NHL. From 1990 through 2013, the number of local

telecasts of MLB, NBA and NHL regular-season games on over-the-air flagship

TV stations plunged, both in absolute terms and as a percentage of the total

telecasts of over-the-air TV stations and RSNs. The reasons for this decline

include the following:

3 See Kagan, Media Sports Business, Feb. 28, 2006.

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 Broadcast networks effectively restrict their affiliates from carrying

non-network programming;

 RSNs are able to outbid local TV stations for the local rights to

MLB, NBA and NHL live team sports and NCAA basketball and

football programming because RSNs have multiple revenue

streams from cable/satellite/telco TV company affiliate fees plus TV

and website advertising;

 RSNs often lock-up major league sports programming, including

digital (Internet) rights, by paying very high rights fees in exchange

for exclusive and long-term agreements with the home teams in a

region; and

 Sports teams and college conferences are launching their own

RSNs and participating in ownership of new RSNs.

B. Decline of local telecasts and increase in RSN telecasts

The divergence between an increasingly smaller number of local

broadcasts and a rapidly rising number of local RSN telecasts since 1990 is

dramatic.

Major League Baseball Local Telecasts

In 1990, 59% (1,577) of MLB games were local telecasts. By 2005,

however, those telecasts had dwindled to about 26% (1,066), and further

downward to about 8% (338) by 2013. In the same period, the number of total

MLB games on RSNs increased from 41%(1,097) in 1990 to 74% (3,067) in

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2005, and to approximately 92% (4,115) in 2013. For that period, MLB local

broadcast telecasts declined at a compound annual growth rate (CAGR) of 6.5%

per year, while RSN carriage rose at a 5.9% annual clip. See Appendix II.

NBA Basketball Local Telecasts

Forty-five percent (724) of all 1990-1991 regular season NBA games were

local telecasts. That number declined to 26% (558) in 2004-05 and to 3.9% (86)

in the 2012-13 season. During that same period, regular season games carried

by RSNs increased from 55% (885) during the 1990-1991 to 74% (1,561) in the

2004-2005 season, and then to 96% (2113) in the 2012-13 season. For that

period, local broadcasts of NBA games declined at a CAGR of 9% while RSN

telecasts increased at a CAGR of 4%. See Appendix III.

NHL Hockey Local Telecasts

NHL hockey has experienced the same trend as the NBA and MLB.

During the 1989-1990 hockey season, 28.7% (251) of NHL games were local

telecasts. That number plummeted to 11.8% (194) in the 2003-2004 season. A

lockout in 2004-05 resulted in the cancellation of the entire NHL season. After

the lockout, the decline in local telecasts continued such that by the 2012-2013

season, only 0.7% (7) of NHL games were local telecasts. During that same

period, the share of total games carried by RSNs went from 71.3%, to 88.2% to

99.3%. For that period, local broadcasts declined at a CAGR of 14% while RSN

telecasts increased at a CAGR of 2%. See Appendix IV.

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V. NATIONAL BROADCASTING NETWORKS VERSUS NATIONAL CABLE SPORTS NETWORKS

Besides televised sports games on RSNs, cable subscribers have sports

available on full-time national cable sports networks. By the end of 2004, 18 full-

time national cable sports networks, including 12 that had launched since 1999,

had a combined total of 538.3 million subscribers. Between December 2004 and

December 2009, the number of national cable sports networks rose to 26, and by

the end of 2013 had risen to 30. These national cable sports services had a

combined 1.37 billion subscribers, up 155% from December 2004.

Full-time cable sports networks like ESPN2, ESPNU, College Sports TV,

The Golf Channel, The Speed Channel (motorsports), The Tennis Channel and

multiple soccer channels all continued to compete for the attention of sports fans

during this period. Also, the NBA launched its own channel in January 2003.

The NFL followed suit by launching the NFL Network in November 2003.

From 2005 to 2013, ten new national sports services were launched

including the MLB, NHL, Big-10, and Pac-12 networks. In addition, since 2010,

Fox, NBC, and CBS each transformed other channels into 100% sports

channels—Fox Sports 1 and Fox Sports 2, NBC Sports Network, and CBS

Sports Network. While some of the sports programming on these new national

cable sports networks was previously carried by local TV stations, other

programming was being televised for the first time or had migrated from other

national broadcast networks. In either case, the abundance of new full-time

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national cable sports networks during this period spurred competition for viewers

who might otherwise watch major league team sports programming on over-the-

air TV networks.

Appendix V shows the national cable sports networks, their launch dates

and the discussed subscriber levels.

In addition, many general interest national cable networks with significant

subscribership carried sports programming. These networks, which are identified

in Appendix VI, experienced an aggregate subscriber growth from 897.3 billion

subscribers in 2004 to 1.17 billion subscribers in 2013.

A. MLB National Broadcast TV Games Versus National Cable Games

In September 2005, ESPN agreed to a new eight-year deal for a package

of about 80-90 regular-season games on ESPN and ESPN2 from 2006 through

2013. From 2001 through 2006, Fox retained broadcast rights for Saturday

afternoon games, plus the All-Star Game and all post-season rights. Separately,

ESPN agreed to a deal for digital multimedia rights—exclusive in-progress

highlights and live cut-ins as well as rights for ESPN.com, ESPN Deportes,

ESPN 360 (now ESPN3) and ESPN Mobile.

In October 2006, MLB contracted with Fox and Turner Broadcasting for

new seven-year deals. The American League Championship Series (“ALCS”)

and the National League Championship Series (“NLCS”), for the first time,

shifted from broadcast television to cable, with TBS carrying the NLCS in 2007,

2009, 2011 and 2013 and the ALCS in 2008, 2010, and 2012. TBS also carried

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most post-season division series under the 2007-to-2013 Fox and Turner

contracts. In addition, TBS obtained rights to 26 Sunday afternoon games from

2008-13. Fox obtained rights to the NLCS in 2008, 2010 and 2012 and the

ALCS 2007, 2009, 2011 and 2013. Fox also obtained rights to the All-Star Game,

26 Saturday games and the World Series from 2007-13.

Since launching in 2009, MLB Network has been carrying about 130 to 150

live games per season plus several post-season division series games and up to

150 pre-season games. In 2014, national broadcast games on Fox declined

from 26 games to 12, as Fox agreed to carry 40 games on Fox Sports1.

The national telecast of MLB games among broadcast networks and full-

time and general interest national cable networks is summarized below.

MLB NATIONAL TELECASTS

2005 2010 2011 2012 2013 Fox TV 18 26 26 26 26 ESPN 160 90 90 90 90 WTBS 72 26 26 26 26 WGN 99 87 94 92 87 WOR 21 21 20 17 21 WPIX 50 23 25 25 23 MLB Network 130 130 133 133 TOTAL 420 403 411 409 406 % Network TV 4% 6% 6% 6% 6% % Cable 38% 61% 60% 61% 61% %Superstation 58% 33% 34% 33% 32%

ESPN in 2004-05 was 160+; MLB Network 2010 &2011 is an estimate. MLB website says about 150 games © John Mansell Associates, 2016

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B. NBA National Broadcast TV Games Versus National Cable Games

In the 2004-05 season, cable networks TNT, ESPN and NBA TV televised

over 280 games. That was 82% of the total national telecasts compared to about

10% on broadcast network TV. The number of games televised on broadcast

network TV declined from 58 games on NBC in the 1998-99 season, when there

was a lockout, to about 26 games on ABC in the 2003-04 season. From the

1998-99 season to the 2003-04 season, the percentage of games on broadcast

network TV declined by two-thirds from 34% to 10% while the percentage of

games on national cable networks doubled from 40% to 82%. Since then, there

has been little change. In the 2012-13 season, 85% of national games, including

playoffs, were on national cable networks, 8% on broadcast network TV and 7%

on WGN.

NBA NATIONAL TELECASTS

2004- 2012- %

Network 2005 2013 Chg. ABC 36 29 ‐19% TNT 98 96 ‐2% ESPN/ESPN2 90 95 6% NBA TV 96 103 7% WGN 25 23 ‐8% TOTAL 345 346 % Network TV 10% 8% % Cable 82% 85% %Superstation 7% 7%

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The decline in broadcast network telecasts of NBA games is directly tied to

a couple of deals the NBA made with national cable networks. In 2002, the NBA

made pacts with Disney (ABC/ESPN) and AOL Time Warner (TNT) for two six-

year national TV contracts that covered four TV outlets. TNT gained carriage

rights to 45 regular-season and 45 playoff games each year, plus the All-Star

Game and All-Star Saturday. For the first time, the All-Star Game and two

conference finals migrated to cable. TNT also negotiated exclusivity for

Thursday nights and Spanish language rights.

ESPN acquired rights to 75 regular-season games (one Wednesday and a

doubleheader on Friday), but no blackout rights for local telecasts. ESPN also

gained rights to 15 to 24 playoff games, two conference finals, the NBA draft,

video-on-demand rights and Spanish language rights. In addition, ESPN2 gained

rights to Tuesday Night Games in progress during a two-hour window.

The NBA established a deal with Time Warner to develop NBATV, a new cable

channel to carry up to 96 games per season.

Similar to the 2002 pact, the 2007 eight-year extension through the 2015-

16 season called for TNT to carry 52-regular-season games, up to 52 playoff

games and the All-Star Game. In addition, TNT was granted rights to exclusively

cover the conference semifinals and one conference finals round every year.

ABC retained rights to at least 15 regular-season and 15 post-season games,

including the best-of-seven finals. ESPN and ESPN2 retained rights to 75-

regular-season games and ESPN was granted up to 29 playoff games, including

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the conference semifinals and one conference final. NBA TV continues to carry

about 96 regular-season games and about a half-dozen playoff games.

In terms of new digital media, ESPN obtained rights to simulcast its games

on ESPN360.com and ESPN Mobile TV. TNT obtained rights to simulcast online

its Thursday night doubleheader. ESPN and TNT have rights to stream games

live and on-demand as well as other content. This enables numerous

enhancements, such as different camera angles, statistic streams, highlights and

studio show content for broadband.

C. NHL National TV Coverage

Starting with the 2005-06 season, Versus began carrying 50-60 games per

season while NBC carried a half-dozen regular-season games and about 10

playoff games on weekends. From 2009-10 to 2012-13, NBC carried 10-15

regular-season games, NBCSN carried 50 to 100 games per season and NHL

Network carried 78 regular-season games. During that period only 7% to 10% of

national telecasts were on national over-the-air TV. Since 2006, at least two

Stanley Cup Finals Games have been on NBCSN.

NHL NATIONAL TELECASTS

2009- 2010- 2011- 2012- Network 2010 2011 2012 2013 NBC 10 10 11 14 NBCSN 54 78 94 58 NHLNet 78 78 78 78 TOTAL 142 166 183 150

% NBC 7.0% 6.0% 6.0% 9.3%

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D. NFL Launches NFL Network Games

The NFL has had significant changes to national carriage of its flagship

programs. In 2006, the NFL switched its prized Monday Night Football (17

games) from ABC to ESPN and began offering eight games on NFL Network

(Thursday nights and a few Saturdays). In 2012, NFL Network’s Thursday night

package was expanded to 15 games. (Note: NFL Network games were simulcast

in home-team cities).

E. College Football Distribution

For the years 2005-06, 2009-10, and 2013-14, we analyzed the carriage of

college football games by the leading eleven conferences, independents, and

Bowl Games. See Appendix VII. During that period, the national broadcast

networks carried between 98 and 104 games per season. In 2013, there were at

least seventeen national cable networks carrying college football compared to

2005 when there were only seven national cable networks with college football.

From 2005 to 2009, the number of college football games on national cable

increased 42% from 220 games per season to 313 games and the number of

games increased another 20% from 2009 to 2013 when there were 377 national

telecasts.

In 2005-06, there were 28 Bowl games, of which 71% were on national

cable, ESPN or ESPN2. In 2009-10, there were 33 Bowls, with 73% on national

cable networks. By 2013-14, 89% of 35 games had migrated to national cable.

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As shown in the table below, from 2009 to 2013, the college football

broadcast syndication market declined by 53%. During that same period the

RSN syndication market grew 107% from 76 games to 157. There has also been

an explosion in Internet exclusive games, mainly due to carriage on ESPN3

(formerly ESPN 360), where there were 25 games in 2005-06 versus 112 in

2009-10, an increase of 348%. By 2013-14, there were 146 Internet exclusive

games, a rise of another 30%. Starting in 2011, the three-game BCS

Championship Series migrated from Fox to ESPN.

COLLEGE FOOTBALL TELECASTS: COLLEGE2005, FOOTBALL2009, 2013 TELECASTS: 2005,2009 2013 % % % % Change Change Change Change Network 2005 2009 2013 2005-09 2009-13 Network 2005 2009 2013 2005-09 2009-13 Natl. Bcst 104 98 101 -6% 3% Natl. Bcst 104 98 101 -6% 3% Natl. Cable 220 313 377 42% 20% Natl. Cable 220 313 377 42% 20% Bcst synd. 129 134 63 4% -53% Bcst synd. 129 134 63 4% -53% RSN synd 44 76 157 73% 107% RSN synd 44 76 157 73% 107% Internet 25 112 146 348% 30% Internet 25 112 146 348% 30% Total 522 733 844 40% 15% Total 522 733 844 40% 15% Source: http://mattsarzsports.com/ Source: http://mattsarzsports.com/ © John Mansell Associates, 2016 © John Mansell Associates, 2016

F. College Basketball

Likewise, with college basketball, while the number of games on national

broadcast television stayed roughly the same, the telecasts available on national

cable networks and RSNs increased dramatically from 2005 to 2009 and from

2009 to 2013 due mainly to the launch of new cable networks and reconfiguration

of others, including ESPNU, FS1, FS2, NBCSN and CBSSN, Big 10, and Pac 10.

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Similar to NCAA football, far more games are syndicated to RSNs than to TV

stations. By 2013, ESPN3 typically carried at least two dozen games per week.

VI. OUT-OF-MARKET CABLE-SATELLITE VIDEO-ON-DEMAND

Since the mid-1990’s, the NFL, MLB, NBA, NHL, NASCAR and ESPN

(college football and basketball) have all licensed events to be viewed on a pay-

per-view, season-ticket and/or partial season-ticket basis. Cable and/or satellite

TV subscribers, even if subject to local blackout restrictions, can use these

services to watch nearly every NFL, MLB, NBA, and NHL regular-season game

as well as hundreds of college football and basketball games. To the extent that

sports seasons overlap, the leagues are competing more vigorously against each

other and reducing the value of exclusive national and local programming

windows for sports programming. Viewership of sports programming on local TV

stations is reduced and fragmented as audiences look to these pay services and

other out-of-market cable and satellite alternatives.

A. NFL Football

During the years 2003-07, DIRECTV struck a new deal with the NFL for

NFL Sunday Ticket, a premium package that allows subscribers access to all

NFL Games subject to home-game blackouts. That agreement was replaced in

2004 by a contract covering 2006 through 2010. In 1999, the Sunday Ticket

subscribership was about 900,000. By 2004, there were approximately 1.7

million subscribers who paid for the right to view NFL games other than those

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carried by their local TV stations. Since 2004, the number of NFL Sunday Ticket

subscribers is believed to be about 10% to 12% of DirecTV customers, or

approximately 2.0 million to 2.4 million per season.

B. MLB

MLB’s Extra Innings package of out-of-market games has been available

to cable and satellite TV subscribers since 1996. Nearly every out-of-market

game is available. Subscriber numbers are rarely made public, but Extra Innings

attracted 150,000 cable customers and 285,000 satellite subscribers in 2006. As

with other out-of-market packages, this offers subscribers games that would not

be available to them on local TV stations, RSNs, national broadcast networks

and national cable networks.

By 2008, dual feeds of home and away productions were available. DISH

carried the package from 2004-06 but ceased carriage until 2011. In 2010, MLB

Advance Media (MLBAM) reportedly sold approximately 500,000 Extra Innings

subscriptions for $120 apiece.

In 2009, MLB would not sell its 80-game per week out-of-market Extra

Innings package to distributors unless they agreed to carry the new MLB Network

and MLB agreed to bundle Extra Innings with MLB.TV. Extra Innings subscribers

paid $195 for both packages, or $130 for MLB.TV by itself.

C. College Football and Basketball

In 2004, ESPN Game Plan offered about 100 football games from the Big-

10, Big 12, ACC, SEC, Pac-10, Big East, and Mountain West conferences plus a

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selection from several independent schools. In 2005, ESPN Game Plan

increased its package of out-of-market games to 150, or an increase from about

10 games per weekend in 1999, to a dozen games in 2004-05. Cable TV and

satellite companies offered weekly and season-ticket plans and allocate about a

half-dozen channels to the service. ESPN Full Court, launched in 2007, offered

hundreds of college basketball games for about $140. However, since 2009, with

national cable networks, RSNs, and ESPN360 offering more games, Game Plan

and Full Court experienced decline in subscribership and fewer cable companies

distributed both services. In 2015, ESPN replaced them with ESPN College

Extra.

D. NCAA Basketball Tournament

In 1999, DIRECTV began carrying all games otherwise not shown on local

TV, providing subscribers to its Mega March Madness premium package with 37

games from outside the region of the local CBS affiliate station’s telecasts. All 64

teams were carried, enabling subscribers to view 30 plus games that would not

otherwise be available on the local CBS affiliate. In 2002, the package of 30 plus

games recorded 55,000 to 60,000 buys, about the same as in 2001. Mega

March Madness was exclusive to DirecTV from 2002 to 2010. Over time,

enhancements were added, including a mosaic screen enabling fans to view four

games at one time.

Until 2011, the NCAA basketball tournament was exclusively on CBS.

Under its new contract, which runs from 2011-24, a majority of the games have

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moved to national cable. In 2011, CBS broadcast network carried 26 games,

national cable networks, TBS, TruTV, and TNT carried 16 games, 13 games, 12

games, respectively. The split was the same for 2012 and 2013. Starting in

2014, the Final Four shifted to Turner and in 2016 the Final Championship Game

will migrate from CBS to Turner.

VII. Internet Sports Programming on the Rise

Streaming of live sports events is attractive to advertisers because fans

generally want to view sports events in real time, rather than storing them on

DVRs. At the same time, however, there is evidence that the vast majority of

multichannel video subscribers who watch sports and have DVRs, use their

DVRs to record sports events. Sports sites that stream live games can jam

advertisements into timeouts. Both usage of TV and usage of video on the

Internet and mobile phones have risen in the past few years. According to a

Nielsen “A2M2 Three Screen Report,” as of Q1 2009, the average person in the

U.S. watched approximately 153 hours of TV per month, while the 131 million

Americans who watched video on the Internet averaged three hours of viewing

video. People who used a mobile phone spent 3.5 hours a month watching

mobile video.

According to Nielsen’s “Year in Sports Media Report: 2013,” from April

2012 to April 2013, the number of subscribers who accessed video on a sports

website via a smartphone rose from 35.5 million to 61.7 million (+74%) and the

average amount of time spent per month watching sports programming

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increased by 56%. Watching videos from sports sites on a computer increased

by 36% while viewing sports on TV climbed 27%.

According to the 2014 Global Media Sports Consumption Report,

published by Sporting News Media, Kantar Media Sports and the Sports

Business Group, there are 168 million adults in the U.S. who follow sports. In

2013, fans spent an average of 8.3 hours per week following sports content, up

from 6.2 hours in 2011. The primary driver of the increase was “less time

watching sports on TV.” Thirty-three percent of sports fans watched via live

streaming in 2013, mostly via tablet.

In 2013, NBC announced that all marquee events would be streamed

including programming on NBCSN and Golf Channel. FoxSportsGo, a

comprehensive mobile streaming app, announced that it will offer content from

Fox, Fox Sports1 and Fox’ RSNs. Similar to the WatchESPN app, which was

launched in 2010 to stream simulcasts of ESPN’s networks, FoxSportsGo allows

mobile viewing of more than 1,000 live games and events. In 2014, WatchESPN

announced that it was giving 15 college conferences their own dedicated

streamed channels stocked with live events and on-demand replays.

A. NCAA Basketball Tournament

In 2002, FinalFour.net, the official site of the NCAA men’s and women’s

college basketball tournaments, registered 4.0 million visits, the same as in 2001.

Users spent over 1.1 million hours on the site, averaging 19 minutes per visit,

notching 200 million impressions. In 2004, live video was available for the first

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time for 37 games (first three rounds). In 2005, CBS registered 23 million total

visits for the first week of the 2005 men’s tournament, an all-time high. Daily

unique visitors for the first two days of the tournament increased 23% and 24%,

respectively, over 2004. In 2005, for the first time, 56 NCAA Division One

Basketball Championship games—through the regional semi-finals—were

streamed live over the Internet along with pre- and post-game press conferences

and video highlights on NCAAsports.com and CBS.Sportsline.com.

In 2006, March Madness On Demand (MMOD) shifted from a pay model to

ad-support, moving from about 25,000 subscribers to more than 1.3 million

unique users. CBSSportsLine streamed the first 56 games live and free of

charge. In response to five million visits and 19 million video streams in 2006,

CBS Sportsline doubled its bandwidth capacity in 2007 and offered free live

streaming of the first three rounds of the Tournament.

In 2008, CBSSports.com provided the first live online broadcast of the

NCAA men’s Final Four and National Championship. MMOD attracted 4.3

million unique visitors, up 147% from 2007. All CBS telecasts were available

online. A new platform was launched allowing more than 200 websites to carry

live video, including ESPN.com, Yahoo, SI.com, YouTube and Facebook. In

2009, there were 7.5 million unique MMOD users (up 58%) and in 2010, there

were 8.3 million unique users (up 10.4%).

In 2011, for the first time, MMOD was available free to iPad and iPhone

users as well as online via NCAA.com. Despite the availability of games on TV,

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total visits increased 63% to 13.5 million users via broadband, iPad and iPhone

apps.

In 2012, only games televised by CBS, plus the national semi-finals and

final, became available for free. All other games televised by TBS, TNT and

TruTV were free only to subscribers of participating cable, satellite and phone

companies carrying those networks and adding an authentication requirement.

The 2013 NCAA Tournament reversed audience declines posted in 2012,

following a restructuring of the “TV Everywhere” model that removed the fee-

based option from 2012. As a result, the 2013 Tournament totaled 49 million live

video streams, up 168%, and 14 million hours of consumed live video, up 207%.

Smartphone viewing grew 309% and tablet consumption climbed 194%. There

were 5.8 million unique broadband visitors, up 170% and 3.4 million unique users

of mobile apps, up 109% from 2012.

B. MLB

MLB.com, a unit of MLB Advanced Media (MLBAM), began offering live

streaming video of games in August 2002 and launched the first full-season

subscription video product in April 2003. Since then, more than 1 million fans

have subscribed to MLB.TV. The service began with 45 out-of-market games per

week. In 2003, MLB.com started a new MLB.TV webcasting service. Gameday

Audio and MLB.TV were offered as part of RealNetworks’ SuperPass online

video package. After its three-year deal with RealNetworks expired, MLB cut

deals with Microsoft and AOL for 2004 and 2005.

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In 2008, three years into its seven-year digital rights deal with MLB, ESPN

signed a new deal running through 2013 giving ESPN a wide array of video

streaming rights for its Sunday, Monday and Wednesday night telecasts and

other MLB programming, as well as syndication, interactive, international and

mobile rights.

In 2009 and 2010, the New York Yankees and San Diego Padres became

the first two MLB clubs allowed to offer in-market streaming. The Yankees YES

service reportedly attracted 6,000 subscribers and charged $49.95 for a half-

season. More subscribers were added in 2010, when the price was hiked to

$69.95 for a full-season. Starting in 2016, for the first time, most RSNs are

planning to provide authenticated live streaming of their games. Fox RSN

subscribers will be able to access games on their RSN websites and the

FoxSportsGo app, plus distributors’ websites and apps.

In 2009, MLBAM surpassed 1 million subscribers for all of its paid content,

up 20% over 2008. In 2010, MLBAM sold more than 500,000 subscriptions to

MLB.TV, its $120 out-of-market live game package, 300,000 subscribed to

MLB.com’s At Bat mobile app for the iPhone, 150,000 purchased Gameday

Audio and 75,000 signed up for Postseason.TV, a new second-screen, multi-

view product for the playoffs in partnership with Fox and Turner.

C. NFL

In 2007, the eight NFL Network games were streamed and DirecTV added

online streaming for a $99.00 upgrade to its $300 Sunday Ticket package. In

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2008, for the first time, the NFL and NBC began carrying the 17 Sunday Night

Football games on NFL.com and NBCSports.com. In 2009, the NFL introduced

the Red Zone Channel to carriers of NFL Network. It tracks every touchdown

and is nearly identical to the Red Zone Channel launched by DirecTV. In 2010,

NFL Sunday Ticket was offered online for $350 (including Red Zone Channel) to

non-DirecTV subscribers.

The 2013 Super Bowl on CBSSports.com attracted 3 million viewers, 43%

more than in 2012 when NBCSports.com had 2.1 million for the first Super Bowl

to be streamed live. The 2013 Super Bowl had 114 million total minutes of

streaming, up 46% over 2012. The 2014 Super Bowl averaged 47 minutes per

stream, 25% higher than in 2013. NFL Now, an over-the-top streaming service

was launched in 2014 and could be a future vehicle for live games. The 2015

Super Bowl on NBC was streamed without authentication and in 2015 there were

nearly 34 million streams for the exclusive Yahoo carriage of the regular season

game from London between the Buffalo Bills and Jacksonville Jaguars.

D. NBA

NBA League Pass for TV was launched in 1995-96. By 2013, League

Pass for broadband was combined with League Pass for Mobile. The TV and

broadband service were bundled for $189. Dual home and away game feeds

were introduced along with live DVR pause and rewind and the ability to view

four games simultaneously. By 2015-16, fans had more purchase options,

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including $59/team games or $6.99/single game and $99 for broadband only.

The mobile $49.99 app was available for 18 different platforms.

In 2008-09, the NBA became the first league to authorize its teams to

launch regional video streaming, interactive TV and video-on-demand by the

start of the season. In 2009-10, there were authorization tests by Comcast

Sportsnet in Chicago and Philadelphia testing free and paid local streaming

services respectively. During the 2010-11 season, the Portland Trailblazers

streamed 15 games. By 2013, Fox RSNs were testing TV Everywhere and Fox

SportsGo. All of the Fox 17 RSNs along with a half dozen independent RSNs

were streaming and by 2014 all six Comcast RSNs were streaming as well.

Local games of 20 of the 30 teams were available to all distributors with TV

Everywhere deals.

E. NHL

The NHL has been slower than the other leagues to embrace digital

offerings, but during the 2005-06 season, the NHL allowed Comcast to stream up

to 300 live regular-season NHL games to Comcast’s 7.7 million broadband

customers.

In 2008, the NHL reworked is digital offerings for the second time since

2006 and relaunched NHL Center Ice as NHL Game Center. Following research

showing that 80% of hockey fans are also baseball fans, in 2009 MLB Advanced

Media and the NHL began selling a combined NHL and MLB package for

$139.95 covering a full season of baseball and a half season of the NHL.

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Approximately 40 live games per week are available. Starting in 2013, all NHL

playoffs plus the Stanley Cup Finals, for the first time, became available online,

up from twelve playoff games in 2012.

F. College sports

CSTV.com was launched in 2003. In 2006, CSTV.com offered live

streaming of more than 10,000 events from 250 schools covering 35 men’s and

women’s sports, including basketball and football. ESPN360, launched in 2001

as ESPN Broadband, charging cable companies a license fee for carriage, which

included much of ESPN/ESPN2 programming and additional college

football/basketball games.

Much has changed since then. In 2008, CBS began streaming its SEC

football schedule and added basketball in 2009 and the Big Ten streamed over

100 events, including some men’s non-conference basketball games. By 2013,

the Big Ten was streaming football, men’s and women’s basketball, hockey and

volleyball. The ACC launched its own digital network in 2011, to carry 50 live

football and basketball games produced by Raycom along with 25 to 100

Olympics sports events not carried by ESPN or Fox Sports Net. In 2012,

Oklahoma State became the first Big-12 school to launch its own online

streaming network for football, basketball and other sports.

Starting in 2010, ESPN360 was rebranded ESPN3, with 40% of its content

simulcast from ESPN’s linear TV services, ESPN, ESPN2 and ESPNU and 60%

original programming. That year, all World Cup matches were on ESPN3,

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available to 51 million of 77 million broadband homes plus 20 million students on

college campuses and 3.5 million stationed on military bases. Most of ESPN3’s

programming is exclusive, including college football and hundreds of college

basketball games, pro and college lacrosse, Arena Football, cricket, Grand Slam

tennis matches, alternate camera angles of simulcasts, and some simulcasts

from ABC, RSNs and syndicated programming.

VIII. Mobile and Other Digital Devices

While a number of services have long provided game highlights, audio

services and archived video programming for mobile devices, streamed video of

live major league sports programming has grown dramatically since 2005. NBA

League Pass, for example, can be streamed via at least 17 different devices:

iPhone, iPad, android tablet, Amazon Fire tablet, Amazon Fire TV, Amazon Fire

TV stick, Apple TV, Roku, PS3, PS4, PS Vita, Sony BluRay, Xbox 360, Xbox

One, Samsung Smart TV, Android TV and Chromecast.

A. NFL

From 2005-2010, the NFL had an exclusive sponsorship agreement with

Sprint for mobile audio exclusivity. In 2010, live Sunday Ticket and NFL Network

games were available for a Verizon “V-Cast” service costing $10/mo. In 2011,

“NFL 2011” for Verizon had 140,000 downloads the first week for NFL Network

video. In 2012, the Super Bowl, Pro Bowl and wild card games were streamed

live via NFL Mobile for Verizon. NFL.com and CBSSports.com streamed the

Super Bowl, NBC’s three post-season games were streamed on NFL.com and

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NBCSports.com, including camera angles and highlights. In 2013, instantaneous

highlights (as many as 20/game), were introduced and Verizon signed a four-

year extension to stream every regular-season and playoff game to mobile

phones. Its prior deal was for ESPN, NFL Network and NBC games. The new

deal added CBS, Fox and playoff games. In 2014, Verizon charged $4.99/mo. for

its app and in 2015 NFL games were free from Verizon and the NFL introduced a

new mobile app.

B. MLB

Since 2008, MLB.com At Bat has been among the most popular of iTunes

downloads. Mobile traffic represented more than 50% of MLB.com’s overall traffic

in 2011 compared to 37% in 2010 and a mere 8% in 2008 when MLBAM

introduced its iPhone app. In 2011, there were 3.3 million downloads of At Bat,

of which 1.1 million were the paid version with additional features.

In 2009, for the post-season, MLB introduced online camera angles from

both dugouts, down foul lines and behind home plate. MLB.com At Bat ended

2010 as the top-grossing iPhone app on all of iTunes. That year, MLB also

began streaming to several new platforms, including the iPad, Playstation3 and

interconnected TVs. Starting in 2014, MLB.TV began carrying the All-Star Game

and World Series.

C. NBA

NBA League Pass Mobile was first launched in 2009—a 40 live-game per

week package, in partnership with MobiTV, for $39.95. In 2013, mobile games

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were $49.99/season if purchased separately from the League Pass TV-

broadband bundle. In 2014, for $149.95 non-Sprint subscribers could opt to

watch five teams on digital platforms only. Unlimited access across TV,

broadband and mobile was $199 in 2014.

D. NHL

Since 2010, the NHL has had an exclusive wireless deal with Verizon,

including full-game video, live audio, in-game highlights, and condensed game

video. Local games are blacked out. The NHL’s GameCenter Premium Upgrade

for $9.99 offers radio broadcasts, in-game video highlights and condensed game

replays. Verizon customers get live broadcasts of NBC national games.

IX. SUMMARY

From 2005 through 2013, the number of national broadcast TV network

telecasts and local TV station broadcasts of MLB, NBA, and NHL games

plunged, both in absolute terms and as a percentage of the total number of

national and local games distributed by broadcasters and cable TV networks.

During that time period, local broadcasts for MLB declined by 68% while national

broadcasts and superstation games declined 61%. Similarly, for the NBA, local

broadcasts declined by 85% while national broadcasts and superstation games

were down by 15%. In contrast, the number of national and regional cable MLB

televised games were up 35% and NBA national and regional cable telecasts

rose by 30% from 2004-05 through 2012-13. The trend has continued since

2012-13 and there is no reason to believe that this trend will not continue.

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For NHL, the number of regular-season local broadcast games in 2004-05

and 2012-13 are not representative. There were lockouts in both seasons. As a

result, there were no games in 2004-05 and the 2012-13 regular-season was

reduced from 82 games to 48 games. In 2011-12, however, there were 11

regular-season games on national broadcast and 48 on local broadcast TV. That

season, there were 172 games on national cable networks and 1,643 on RSNs.

Thus, only 3% of NHL regular-season games were on broadcast TV in 2011-12.

Not only have games migrated from broadcast to cable, since 2005, the

number of national and regional cable sports networks and subscribership to

cable networks have significantly increased while national and local broadcast

TV households have barely changed.

In 2005, 33 RSNs reached approximately 140.0 million subscribers. By

2010, there were 38 RSNs with 174.0 million subscribers. In 2011-12, 10 new

RSNs were launched adding 18.8 million new RSN subscribers. By 2014, there

were 51 RSNs with 199 million subscribers-- 55% more RSNs and 42% more

RSN subscribers than in 2005.

By December 2004, there were 18 full-time national cable sports

networks, including a dozen that had launched since 1999. These cable sports

networks had a combined total of about 540.0 million subscribers. By 2013 there

were 30 full-time national cable networks carrying sports programming, with a

combined total of 1.37 billion subscribers compared to 1.11 billion subscribers in

December 2009. The trend has continued. In 2013 there were 14 other

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established national cable networks with a combined 1.17 billion subscribers that

carried sports programming.

The number of NCAA college football games carried by national broadcast

networks, RSNs, and in syndication remained flat from 1999 to 2005, but the

launch of ESPNU and College Sports TV resulted in the number of national cable

telecasts doubling from 132 games in 1999 to 274 games in 2005.

From 2005 to 2013, there continued to be little change in the number of

national broadcast and local broadcast/syndication of NCAA football games. In

contrast, from 2005 to 2009, national and cable RSN/syndication of NCAA

football were up 42% and 73% respectively. From 2009 to 2013, the cable

increase was even more dramatic. Cable RSN syndication was up 107% while

broadcast syndication declined by 53%. The most significant change, however,

was ESPN3/over-the-top Internet, which was up 348% from 2005 to 2009 and

another 30% from 2009 to 2013.

The trend in regular-season NCAA basketball is similar to NCAA football.

There are many more games on cable in light of the launch of new national cable

sports networks and the shift from broadcast syndication to RSN syndication. In

addition, there has been a tremendous increase in the number of games on

ESPN3 and other online networks.

The availability of out-of-market/video-on-demand MLB, NBA and NFL

packages provides another dimension to the dissemination of sports

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programming, as does the availability of live games on ESPN3, Internet

streaming websites, and mobile devices.

Since 2005, MLB, the NBA, the NHL, the NFL, and the NCAA have gone

beyond offering national subscription video-on-demand out-of-market packages

and expanded their live-game offerings on broadband and mobile to more

devices. More games are available and more distributors offer games. In

addition, there has been an increase in innovative features (i.e., dual feeds,

camera angles, split screens) and broader bundling choices for subscribers.

Improvements are being made every year. Since 2013, leagues have begun to

offer individual games, and in 2016 many RSNs are expected to begin offering

authenticated local NBA and MLB home games on broadband within their home

territories.

Similarly, since 2005, college conferences have expanded and enhanced

their broadband and mobile offerings, often going beyond simulcasts to provide

original programming with innovative features. Since 2009, all NCAA Tournament

college basketball games have been streamed live over the Internet. SiriusXM

has expanded its distribution, too, adding audio streaming of NFL and NBA

games in 2011, NASCAR and NHL in 2012, plus there are apps for mobile

devices.

The bottom line for 2010-13 and continuing through present day: A

growing amount of the value of sports programming and sports viewership is

attributable to new media. Sports programming is valuable, but for over a

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decade much of that value has migrated from national broadcast networks, non-

network local broadcasting, and so-called superstations to national cable

networks, RSNs, the Internet and wireless platforms. That trend continues and is

accelerating.

In addition to the migration of programming, the overall sports pie is

growing. Much more sports programming is available, but not on broadcast

networks and TV stations. While the number of live broadcast sports games has

mainly declined or been static, the number of live games on cable, the Internet

and wireless platforms has exploded over the past decade. The growth of new

distribution outlets means there is more competition for traditional broadcasting

of sports games. As a result, more and more sports programming value is

attributable to new media and cable.

While some live games are simulcast on multiple media outlets, there has

also been a boom in the number of live sports games that are distributed

exclusively over cable networks (national and regional), as well as over the

Internet (wireline and wireless). This, too, cuts into the viewership of live team

sports broadcast on TV stations during 2010-13.

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Appendix I

REGIONAL SPORTS NETWORK CENSUS 1999, 2005, 2010, 2014 (000)

% %

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐Subscribers‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ Chg. Chg.

Regional Sports Network 1999 2005 2010 2014 2005‐10 2010‐14

YES n/a 11,200 11,900 9,000 n/a ‐24.4%

FS Southwest 6,513 8,034 8,120 8,700 1.1% 7.1%

Sports South (FS‐SE) 1,371 8,000 8,690 8,600 8.6% ‐1.0%

SportsNet NY n/a n/a 7,400 8,400 n/a 13.5%

MSGN 6,592 8,006 7,800 7,800 ‐2.6% 0.0%

MSG+ 4,605 6,678 7,800 7,800 16.8% 0.0%

FS West 5,215 7,155 7,200 7,100 0.6% ‐1.4%

Sun Sports (FS‐Sun) 5,217 6,279 6,340 6,300 1.0% ‐0.6%

FS Florida 3,661 5,230 5,700 6,200 9.0% 8.8%

Prime Ticket 3,000 5,873 5,850 6,100 ‐0.4% 4.3%

Comcast Sports SE 1,500 4,500 5,630 5,630 25.1% 0.0%

FS South 7,938 11,061 11,480 5,600 3.8% ‐51.2%

MASN n/a 425 5,450 5,600 n/a 2.8%

Longhorn Network n/a n/a n/a 5,600 n/a n/a

FS‐Midwest 2,435 5,200 5,830 5,200 12.1% ‐10.8%

TWC‐SportsNet/Deportes n/a n/a n/a 5,200 n/a n/a

FS Ohio 4,342 5,021 4,980 5,000 ‐0.8% 0.4%

CSN‐Chicago 3,518 4,860 4,860 4,800 0.0% ‐1.2%

CSN‐‐ Mid Atlantic. 5,207 4,700 4,710 4,600 0.2% ‐2.3%

NESN 1,590 3,950 4,110 4,200 4.1% 2.2%

Root Sports‐SW n/a n/a n/a 4,200 n/a n/a

CSN‐Bay Area 3,275 3,705 3,740 4,100 0.9% 9.6%

CSN‐New England 3,854 3,725 3,630 4,000 ‐2.6% 10.2%

Root Sports‐NW n/a n/a 3,160 3,800 n/a 20.3%

Pac12‐Los Angeles n/a n/a n/a 3,700 n/a n/a

FS‐Detroit 2,582 3,181 3,470 3,500 9.1% 0.9%

CSN‐Calif. n/a 2,300 2,610 3,400 n/a 30.3%

Altitude n/a 2,500 2,990 3,300 n/a 10.4%

Root Sports Pittsburgh 2,131 2,600 2,380 3,300 ‐8.5% 38.7%

FS Carolinas n/a 898 3,950 3,300 n/a ‐16.5%

Source: Media Sports Business Newsletters and 2005 and SNLKagan Database

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Appendix I (continued)

REGIONAL SPORTS NETWORK CENSUS 1999, 2005, 2010, 2014 (000)

% %

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐Subscribers‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ Chg. Chg. Regional Sports Network 1999 2005 2010 2014 2005‐10 2010‐14

Root Sports‐ Rocky Mtn. 2,974 2,834 2,810 3,100 ‐0.8% 10.3%

CSN‐ Philadelphia 2,670 2,983 3,030 2,900 1.6% ‐4.3%

FS North‐Minnesota n/a 1,681 3,120 2,800 n/a ‐10.3%

SportsTime Ohio n/a n/a 2,910 2,700 n/a ‐7.2%

Pac12‐Bay Area n/a n/a n/a 2,600 n/a n/a

FS Arizona 1,160 2,300 2,310 2,300 0.4% ‐0.4%

FS‐San Diego n/a n/a n/a 2,300 n/a n/a

FS‐Tennessee n/a n/a 1,780 1,900 n/a 6.7%

SportsNet‐L.A. n/a n/a n/a 1,800 n/a n/a

Cox Sports TV 500 900 1,910 1,700 112.2% ‐11.0%

FS North‐Wisconsin 1,320 1,500 1,470 1,600 ‐2.0% 8.8%

Pac12‐Washington n/a n/a n/a 1,500 n/a n/a

Pac12‐Mountain n/a n/a n/a 1,400 n/a n/a

CSN‐Northwest n/a n/a 1,128 1,100 n/a ‐2.5%

Pac12‐Arizona n/a n/a n/a 1,000 n/a n/a

FS‐Indiana n/a n/a n/a 1,000 n/a n/a

FS‐Kansas City n/a 2,000 2,000 800 n/a ‐60.0%

Cox 4 San Diego 768 860 900 800 4.7% ‐11.1%

Pac12‐Oregon n/a n/a n/a 800 n/a n/a

FS‐Oklahoma n/a n/a 600 600 n/a n/a

FS New Orleans n/a n/a n/a 300 n/a n/a

Chicagoland 1,700 1,835 n/a n/a n/a n/a

MSC 1,390 n/a n/a n/a n/a n/a

Empire 1,290 n/a n/a n/a n/a n/a

Blazer Cable 347 n/a n/a n/a n/a n/a

Totals 83,938 140,139 173,748 199,030 24.0% 14.6%

Source: Media Sports Business Newsletters and 2005 and SNLKagan Database

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Appendix II

LOCAL MAJOR LEAGUE BASEBALL TELECASTS,1990-2013 % Share % Share Local of Total of Total Total Year Broadcast Games RSN Games Games 1990 1,577 59.0% 1,097 41.0% 2,674 1991 1,714 57.4% 1,274 42.6% 2,988 1992 1,632 56.6% 1,251 43.4% 2,883 1993 1,815 58.1% 1,310 41.9% 3,125 1994 1,799 57.0% 1,355 43.0% 3,154 1995 1,847 56.8% 1,404 43.2% 3,251 1996 1,852 56.7% 1,416 43.3% 3,268 1997 1,686 49.6% 1,715 50.4% 3,401 1998 1,651 44.5% 2,057 55.5% 3,708 1999 1,656 43.4% 2,160 56.6% 3,816 2000 1,559 40.8% 2,262 59.2% 3,821 2001 1,508 38.5% 2,406 61.5% 3,914 2002 1,356 35.3% 2,483 64.7% 3,839 2003 1,236 31.3% 2,707 68.7% 3,943 2004 1,150 28.4% 2,906 71.6% 4,056 2005 1,066 25.8% 3,067 74.2% 4,133 2006 994 23.2% 3,290 76.8% 4,284 2007 940 21.4% 3,450 78.6% 4,390 2008 772 17.2% 3,725 82.8% 4,497 2009 512 11.3% 4,024 88.7% 4,536 2010 498 11.3% 3,902 88.7% 4,400 2011 449 10.1% 3,997 89.9% 4,446 2012 406 9.0% 4,082 91.0% 4,488 2013 338 7.6% 4,115 92.4% 4,453

CAGR -6.5% 5.9% 2.2%

See: http://www.nmia.com/~roberts/media07.html http://www.nmia.com/~roberts/media08.html Media Sports Business Newsletters MLB team websites at start of season © John Mansell Associates, 2016

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Appendix III

LOCAL NBA BASKETBALL TELECASTS (1990-2013)

% % Local Share Share Year Broad- of Total of Total Total cast Games RSN Games Games 1990-91 724 45.0% 885 55.0% 1,609 1991-92 700 43.2% 919 56.8% 1,619 1992-93 705 42.9% 937 57.1% 1,642 1993-94 684 44.2% 862 55.8% 1,546 1994-95 764 46.9% 866 53.1% 1,630 1995-96 831 47.6% 913 52.4% 1,744 1996-97 823 45.7% 978 54.3% 1,801 1997-98 837 45.6% 1,000 54.4% 1,837 1998-99 534 46.0% 626 54.0% 1,160 1999-00 781 39.5% 1,197 60.5% 1,978 2000-01 786 40.0% 1,178 60.0% 1,964 2001-02 783 39.5% 1,198 60.5% 1,981 2002-03 726 37.2% 1,224 62.8% 1,950 2003-04 790 39.0% 1,236 61.0% 2,026 2004-05 558 26.3% 1,561 73.7% 2,119 2005-06 583 26.9% 1,582 73.1% 2,165 2006-07 488 22.2% 1,706 77.8% 2,194 2007-08 412 18.8% 1,783 81.2% 2,195 2008-09 341 16.1% 1,778 83.9% 2,119 2009-10 219 10.5% 1,870 89.5% 2,089 2010-11 180 8.3% 1,998 91.7% 2,178 2011-12 77 4.3% 1,719 95.7% 1,796 2012-13 86 3.9% 2,113 96.1% 2,199

CAGR -9.2% 4.0% 1.4%

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Appendix IV

LOCAL NHL TELECASTS (1990-2013) % % Local Share Share Year Broad- of Total of Total Total cast Games RSN Games Games 1989-90 251 28.7% 624 71.3% 875 1990-91 251 28.9% 618 71.1% 869 1991-92 272 30.1% 632 69.9% 904 1992-93 283 28.7% 703 71.3% 986 1993-94 316 27.6% 828 72.4% 1,144 1994-95 165 23.7% 531 76.3% 696 1995-96 308 25.9% 881 74.1% 1,189 1996-97 337 25.3% 996 74.7% 1,333 1997-98 308 24.6% 943 75.4% 1,251 1998-99 269 20.9% 1,016 79.1% 1,285 1999-00 273 18.7% 1,187 81.3% 1,460 2000-01 262 16.3% 1,343 83.7% 1,605 2001-01 283 17.8% 1,311 82.2% 1,594 2002-03 228 14.2% 1,374 85.8% 1,602 2003-04 194 11.8% 1,447 88.2% 1,641 2004-05 0 n.a. 0 n.a. 0 2005-06* 169 10.3% 1,467 89.7% 1,636 2006-07 183 11.2% 1,456 88.8% 1,639 2007-08 106 6.6% 1,490 93.4% 1,596 2008-09 126 7.5% 1,546 92.5% 1,672 2009-10 80 4.1% 1,874 95.9% 1,954 2010-11 77 4.5% 1,640 95.5% 1,717 2011-12 48 2.8% 1,643 97.2% 1,691 2012-13 7 0.7% 979 99.3% 986 - CAGR 14.4% 2.0% 0.5%

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Appendix V

NATIONAL CABLE SPORTS NETWORK SUBSCRIBERS

Launch Date 2004 2009 2013 (mil.) (mil.) (mil.) Sep-79 ESPN 89.1 99.1 97.0

Oct-93 ESPN2 87.9 98.8 96.9 Jul-94 TVG Network (e) 14.0 30.0 35.0 Jan-95 Golf Channel 66.9 81.8 81.7 May-95 ESPN-Classic 54.8 60.4 29.7 Jan-96 Fox Sports 1 (formerly SPEED) 63.4 74.7 88.0 Nov-96 ESPNews 42.9 70.9 74.4 Nov-96 Fox Deportes 6.1 11.5 13.3 Nov-97 Fox Soccer Channel (now FXX) 26.7 35.6 70.3 Jul-02 Fox Sports 2 (formerly Fuel TV) -- 29.3 36.0

Jan-03 NBA TV 13.8 46.2 59.5 Jan-03 Horseracing TV (e) 12.0 18.0 19.0 Feb-03 Gol TV 5.5 13.1 14.1 Jun-02 CBS Sports Network (CSTV) 7.6 34.8 51.0 May-03 Tennis Channel 11.5 24.4 33.9 Nov-03 NFL Network 24.0 54.8 73.0 Jan-04 ESPN Deportes 3.0 11.1 16.1 Feb-04 siTV 9.1 n.a. n.a. Sep-04 Fox College Sports -- 39.8 49.6

Oct-04 MAVTV -- 6.1 32.8 Oct-04 Blackbelt TV (e) -- 8.0 9.6

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Appendix V (continued)

NATIONAL CABLE SPORTS NETWORK SUBSCRIBERS

Launch Date 2004 2009 2013 (mil.) (mil.) (mil.)

Mar-05 ESPNU -- 66.9 74.6 Dec-05 World Fishing Network -- 3.5 6.9 Sep-06 NBC Sports Net (Versus) -- 63.4 77.6 Aug-07 Big-Ten Network -- 45.1 53.8 Oct-07 NHL Network -- 25.5 38.4 Jan-09 MLB Network -- 52.3 69.6 Apr-12 Univision Deportes -- n.a. 30.3 Aug-12 beIN Sports -- n.a. 11.9 Aug-12 Pac-12 Networks -- n.a. 10.9

Aug-13 One World Sports -- n.a. 20.0 Total 538.3 1,105.1 1,374.9

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Appendix VI

NATIONAL CABLE NETWORKS WITH SPORTS PROGRAMS Launch ------Subscribers------Dec. Dec. Date Network 2004 2009 Dec. 2013 (mil.) (mil.) (mil.) Dec-76 TBS 88.5 100.1 98.6 Nov-78 WGN America 72.0 72.3 73.0 Oct-79 Galavision 37.0 56.0 68.2 Apr-80 USA 88.7 99.2 98.2 Mar-83 Spike TV (former TNN) 88.2 98.8 97.0 Jun-85 Discovery 89.4 99.8 98.3 Feb-87 Travel Channel 77.7 95.1 93.9 Oct-88 TNT 88.8 99.1 97.5 Apr-89 CNBC 24.8 97.6 95.5 Jul-91 truTV n.a. 92.2 90.8 Apr-93 The Outdoor Channel n.a. 34.1 38.7 Jun-94 FX 86.6 95.8 96.7 Jul-95 Outdoor Life (Versus) 61.6 63.4 n.a. Oct-96 Animal Planet 86.4 96.3 95.9 Apr-03 The Sportsman Ch. 7.6 19.5 31.9 TOTAL 897.3 1219.3 1174.2 truTV and Outdoor Ch. did not have sports in 2004. Versus was all-sports NBCSN in 2013 Source: SNLKagan database © John Mansell Associates, Inc. 2016

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Appendix VII

COLLEGE FOOTBALL BROADCAST, CABLE AND STREAMING, 2005-06

Big Big Big- Pac ACC East 12 10 CUSA Indep MAC MWC 12 SEC Sunbelt WAC Bowls Totals ESPN 30 13 28 10 6 13 9 18 5 14 20 166 Syndication 12 13 18 17 22 17 9 21 129 ABC 15 4 18 18 4 14 2 5 80 CBSSN 12 6 18 Other RSN 1 8 2 7 18 Internet 1 2 14 17 FSN 17 17 CBS 15 1 16 TBS 5 5 6 16 RSN (Fox) 12 12 Pac-12 11 11 ESPN3 2 1 3 2 8 NBC 6 1 7 RSN 3 3 HDNet 3 3 Fox 1 1 TOTAL 522

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Appendix VII (continued)

COLLEGE FOOTBALL BROADCAST, CABLE AND STREAMING, 2009-10

Big Big Big- Pac ACC East 12 10 CUSA Indep MAC MWC 12 SEC Sunbelt WAC Bowls Totals ESPN 27 19 6 24 11 1 16 5 35 3 17 24 188 Syndication 12 17 1 20 12 33 19 20 134 Internet 3 1 3 16 33 16 5 77 ABC 13 6 17 15 15 3 69 RSN 3 10 11 28 15 67 BTN 39 39 ESPN3 26 4 4 1 35 CBSSN 15 9 8 32 FSN 18 13 31 NBCSN 6 8 5 19 CBS 15 2 17 RSN 1 8 9 NBC 8 8 Fox 4 4 Fox Col Sports 3 3 NFL Net 1 1 Total 733

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Appendix VII (continued)

COLLEGE FOOTBALL BROADCAST, CABLE AND STREAMING, 2013-2014

Big Big- Pac ACC Amer. 12 10 CUSA Indep MAC MWC 12 SEC Sunbelt Bowls Totals ESPN 25 26 9 21 16 20 17 44 6 31 215 ESPN3 14 22 11 43 5 25 120 RSN 15 17 25 6 63 Syndication 16 10 9 5 2 14 7 63 ABC 15 2 6 20 5 6 2 56 FS1 29 12 15 56 BTN 47 47 Pac-12 35 35 CBSSN 1 9 24 34 RSN (Fox) 17 9 8 34 Internet 1 17 8 26 RSN (Comcast) 17 6 23 CBS 1 1 16 1 19 Fox 10 1 7 1 19 SEC 14 14 Fox Col Sports 10 10 NBC 7 7 Altitude 2 2 BYU 1 1 Aggievision 0 FSN 0 HDNet 0 NBCSN 0 NFL Net 0 Other RSN 0 TBS 0 TOTAL 844

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APPENDIX VIII

John Mansell Curriculum Vitae

John M. Mansell is president of John Mansell Associates, an independent research and consulting firm. In 2011-15, Mr. Mansell has completed consulting assignments relating to the economics of regional sports networks, the dynamics of broadcast retransmission consent/reverse compensation negotiations, U.S. Sports rights, and cable TV bundling. Most recently, in April 2015, Mr. Mansell completed a valuation of 26 EBS licenses in Maine for the Camden National Bank.

He was previously a senior analyst at Paul Kagan Associates, Kagan Research, LLC and Kagan Media Appraisals, a media and communications consulting firm based in Monterey, California. He began his career with Kagan as an analyst in 1975 and remained at the firm until 2007. Mr. Mansell is 63 years old and resides in Great Falls, Virginia, outside of Washington, D.C. He has a bachelor of arts in economics from the University of Michigan, a law degree from Thomas M. Cooley Law School in Lansing, Michigan, and is a member of the Michigan Bar, District of Columbia Bar, and the Federal Communications Bar Association.

Mr. Mansell’s interest in multichannel video services dates back to the industry’s formative growth years in the early 1970s, when he was attending college. In the late 1970s and early 1980s, as franchising became popular, he began closely monitoring and analyzing cable TV franchising and regulation to identify trends within the industry. At the same time, he began writing his first newsletter, CABLE TV REGULATION, which analyzed the federal, state, and local regulation of cable TV. As public interest in the industry began to develop, he also started to monitor rate changes, pole attachment disputes, overbuilding, and copyright.

Over the years, Mr. Mansell has concentrated on analysis of financial, technical and legal-regulatory developments affecting multichannel video program distribution technologies, including cable TV, wireless cable (MDS), direct broadcast satellite as well as Satellite Master Antenna TV. He has also developed specific expertise in the legal and regulatory aspects of the cable television industry and related electronic media

As a Senior Analyst, Mr. Mansell was responsible for the writing and editing of specialty newsletters that monitor and analyze developments in the cable and electronic media. The production of these newsletters requires continual research, including the review and analysis of all pertinent legal developments that affect the industry. Mr. Mansell was responsible for writing, editing and/or contributing to the following monthly newsletters:

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CABLE TV LAW REPORTER which monitors and evaluates significant lawsuits involving the cable industry, including antitrust, First Amendment, franchising, taxation, copyright, rate regulation, and mandatory access to property.

WIRELESS BROADBAND (formerly WIRELESS/PRIVATE CABLE INVESTOR) which covers the economic, financial, technical, legal and operating issues that affect SMATV, MMDS, LMDS and other wireless cable services. A comprehensive data base of system sales and wireless cable transactions is maintained and constantly updated.

MEDIA SPORTS BUSINESS which reports on the evolving relationship between sports teams and the electronic media and focuses upon regional sports networks, franchise valuations, transactions, media rights fees, advertising, subscription revenue, and stadium/arena financings.

THE DBS REPORT which consists of analysis of marketing, technology and regulatory developments that affect the C-band, Ku-band and Ka-band direct-to-home satellite service worldwide.

DIGITAL TELEVISION tracks the financial, regulatory and technical aspects of the transition from analog technology to digital.

In addition, Mr. Mansell has contributed to other publications and special reports, including: the Wireless Cable Databook, MediaCast, The Business of Baseball, The Business of Football, The Business of Basketball, The Business of Hockey and the U.S. TV Sports Business Databook.

Mr. Mansell has also been responsible for writing and contributing to other newsletters, including, CABLE TV TECHNOLOGY, CABLE TV SECURITY, CELLULAR INVESTOR, SMATV NEWS, and MEDIA MERGERS & ACQUISITIONS. He keeps abreast of technological developments in the cable industry, such as fiber optics, new build and upgrade construction trends, headend technology, converter-descramblers, digital set-tops, and cable modem technology for high-speed access to the Internet.

He has authored several reports on cable TV overbuilds for the National Cable & Telecommunications Association. In 2007, he prepared a report for Mediacom on the economics of high-speed Internet in rural areas that was submitted to a unit of the U.S. Department of Agriculture and in 2006 a report for Bright House Networks on the impact of competition in Manatee County, FL. He also writes for other publications and engages in consulting and valuation work relating to cable TV, private cable, wireless spectrum, and the sports business.

Over the years, Mr. Mansell has done consulting and/or valuations for numerous entertainment and telecommunications organizations including the National Cable & 50

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Telecommunications Association, Major League Baseball, National Football League, Boston Red Sox, Minnesota Twins, Virginia Stadium Authority, Fox Sports, Cablevision Systems, Microband, Continental Cablevision, Tele-Communications, Viacom International, Time, Inc., Sprint, Goldman Sachs, J.P. Morgan, Nucentrix Broadband Networks, Bell Atlantic, Transworld Wireless, Tribune Co., General Instrument, and many others. Mr. Mansell has completed franchise valuations and/or media rights valuations of MLB, NBA, NHL and NFL franchises.

In the course of his association with the Kagan Group, he has been wholly responsible for writing reports appraising over 100 MMDS (BRS/EBS) properties and has also worked on valuations of another dozen wireless properties outside the United States.

He has appraised MMDS/ITFS channels in over numerous communities across the United States including: Buffalo, NY; Cleveland, OH; Dallas-Fort Worth, TX; Hartford, CT; Las Vegas, NV; Minneapolis, MN; New York, NY; Pittsburgh, PA; Washington, DC. numerous cities in Florida including Sarasota, Bradenton, and Fort Pierce; numerous cites in California including San Francisco, San Jose, Anaheim, San Bernardino and Riverside; Traverse City, MI; numerous cities in Maine; numerous cities in North Carolina including Asheville, Burlington, Charlotte, Elizabeth City, Fayetteville, Gastonia, Goldsboro, Kinston, Greensboro, Greenville, Hickory, Jacksonville, New Bern, Raleigh, Roanoke Rapids, Rockingham, Rocky Mount, Shelby, Wilmington, and Winston-Salem.

In 2009, Mr. Mansell appraised the value of South Carolina’s 60+ EBS 2.5 GHz licenses covering 500 million MHz pops and assisted in negotiations with potential bidders for the spectrum.

He has also appraised WCS frequencies and worked on appraisals outside the United States including a number of LMDS and MMDS interests in New Zealand (Auckland, Christchurch, and Wellington, NZ) and South America (Guatamala City, Caracas, Maracaibo, Maracay, Valencia, Barquisimeto, San Jose, Panama City, Parana-Santa Fe, and Aracaju).

In WIRELESS BROADBAND (formerly WIRELESS/PRIVATE CABLE INVESTOR) newsletter, Mr. Mansell regularly wrote about valuations of MMDS mergers and acquisitions and valuations of publicly-traded companies.

Mr. Mansell has also been a speaker and moderator at numerous Kagan seminars, meetings, national cable TV trade shows, and private/wireless cable business conferences, and is often quoted in trade publications as well as popular business media.

He was responsible for organizing and moderating one- and two-day seminars relating to the sports business, including franchise valuations, labor relations, stadium-arena finance, TV rights fees, ratings, advertising, new leagues, new technology, and new revenue 51

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opportunities. He has specifically organized and moderated one- day seminars relating to the economics of the wireless cable (MMDS) business, including valuations, finance, legal, regulatory, marketing, competitive, and technical developments. These meetings involve wireless communications industry leaders, both as speakers and attendees. Since he has been writing WIRELESS BROADBAND, he has been invited to moderate or speak as a panelist nearly every year at the annual convention of the Wireless Communications Association.

Mr. Mansell has been a frequent speaker at industry trade shows such as the National Cable TV Assn. Convention, the Western Cable Show, the Private & Wireless Cable Show, and the Wireless Communications Assn. Convention.

Mr. Mansell has been quoted in the Wall Street Journal, USA Today, Washington Post, New York Times, Newsday, and many other daily newspapers along with Business Week, Forbes, and other business magazines. He has also been quoted in media trade publications such as CableWorld, Multichannel News, and Hollywood Reporter.

In 2004, Mr. Mansell was named to the Board of Directors of two George Mason University non-profit companies that own 2.5 GHz spectrum and in 2006 assisted in the valuation of leases assigned to Clearwire and Sprint. In 2013, Mr. Mansell was named Chairman of the George Mason University Instructional Foundation. In 2009 he also served as a director on the George Mason University Intellectual Properties Board. He has been Treasurer of the Timberlake Estates South Homeowner's Association since 2010.

During the course of his employment he has testified or been deposed as an expert witness in numerous legal proceeding relating to cable TV, franchising, private cable (SMATV), sports rights, and MMDS in federal and state court proceedings. He has testified before a U.S. House subcommittee and been involved in arbitrations.

Expert Witness/Arbitration Cases:

1. 1982 dispute between Teleprompter and Pittsburgh, PA, over the terms of Teleprompter’s franchise application—Expert witness for Teleprompter.

2. Rate hike arbitration, Viacom v. City of Nashville—Participated as expert for Viacom.

3. Cable TV overbuild litigation between Americable and Tele-Communications, Inc. over right to serve Homestead AFB, FL.

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4. Federal court suit against the Kansas City Royals for breach of contract and other allegations claimed by a disgruntled regional sports network promoter.

5. Arbitration involving a disgruntled shareholder of an SMATV company, who claimed other shareholders wrongfully deprived him of his share of the company. Participated as expert for plaintiff.

6. Contract dispute between Amplica and Arvin Industries relating to components for Amplica’s TVRO receiver—1990.

7. Dispute between partners of Western Pay TV and Boettcher over allegedly fraudulent economic projections.

8. Shea Properties v. Heritage Cable TV—access to property/overbuild dispute in San Jose, CA—1990.

9. Sacramento Cable disputes with Pacific West Cable Co., City of Sacramento and others--Overbuild/First Amendment/unfair trade/price discrimination disputes—1991-95.

10. U.S. v. Playboy Entertainment Group, 98-1682 (U.S. Supreme Court, May 22, 2000)--First Amendment challenge to audio/video scrambling requirements of the 1996 Telecommunications Act. Analysis of cable TV encryption costs.

11. City of San Jose v. Gill Industries, Inc., et al., CV 735578, (Santa Clara Superior Court, 1997)—Cable TV franchise fee dispute.

12. Warner v. Wireless Broadcast Systems of America, 96-2214-CIV-T-25 (M.D.Fla. 1998)—Dispute over valuation of several Florida wireless cable markets.

13. Showtime Networks, Inc. v. Comsat Video Enterprises, 95-600849 (New York County Supreme Court, 1998)—Hotel pay-TV contract dispute.

14. Children’s Cross-Cultural Communications Foundation v. Bay Area Cablevision, Case No. 216081 (Sonoma County, CA, Super. Ct.)—Dispute over a putative contract and value of ITFS frequencies in San Francisco.

15. SportSouth Network d/b/a Fox Sports South v. Time Warner Inc., 1999CV10083 (Fulton County, GA, Super. Ct., Sept. 7, 1999)—Covenant not to compete dispute over the definition of regional sports network and valuation of southeastern RSN.

16. John Hansen v. Transworld Wireless TV-Spokane, Inc., 99203108-8 (Spokane County, WA, Super. Ct., filed May 27, 1999)—Contractual dispute over value of Spokane MMDS frequencies.

ALLOCATION HEARING EXHIBIT 6002 MIGRATION OF SPORTS PROGRAMMING

17. USA Media Group v. Truckee Donner PUD (E.D. Cal.)—2003 antitrust- declaratory judgment suit relating to cable operator’s access to utility poles for purpose of rebuild in a community alleged to be planning a municipal overbuild.

18. Zenith Electronics Corp. v. WH-TV Broadcasting Corp., 04-1635 (7th Cir. Jan. 20, 2005)—Expert for Zenith in dispute over damages for San Juan, Puerto Rico digital MMDS operator who purchased allegedly flawed set-tops from Zenith.

19. Sprint Las Vegas MMDS Partnership arbitration—Valuation of MMDS frequencies in Las Vegas—Arbitrator appointed by Sprint in 2003 dispute.

20. Houston McLane Co., Inc. et al v. Affiliated Regional Communications, Ltd., d/b/a Fox Sports Southwest, No. 2003-10943 (Harris County, TX Dist. Ct., 2004)— Worked for Fox Sports Southwest in litigation relating to “covered offer” to acquire the Houston Astros and Houston Rockets home television rights.

21. YankeeNets v. Cablevision Systems (2004)—Private arbitration over the pricing and tiering of a regional sports network distributing the New York Yankees and New Jersey Nets.

22. The Maryland Jockey Club of Baltimore City v. ODS Technologies, L.P., WNM- 03-CV-2124 (D. Md. 2004)—Testified for TVG in dispute over exclusive rights to televise and provide electronic wagering on horse racing at Pimlico.

23. Interactive Management Services v. AGS Telecom, Inc., et al. (Dec. 2004)-- Retained as expert witness for AGS Telecom in arbitration over the value of 218-219 MHz spectrum in Boston, New York, Houston and Los Angeles.

24. In the Matter of Distribution of the 2004 and 2005 Cable Copyright Royalty Funds, Docket No. 2007-3 CRB CD 2004-05 (June 1, 2009)—Testified as expert witness on behalf of Motion Picture Assn. of America in distribution dispute with sports claimants—MLB, NBA, NHL, NFL, and NCAA—relating to distant signal royalties.

25. Anson, et al. v. Triple Action Entertainment, 34-2010-00079813, Sacramento County Super. Ct., (settled March 2015)—Retained as expert in leased access channel dispute relating to the economic viability of the business model for an extreme sports network.

Contact: John Mansell 1093 Loran Court Great Falls, VA 22066-1533 Phone: 703-433-0571 Mobile: 703-932-9719 e-mail: [email protected] 54

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DECLARATION OF JOHN MANSELL

I declare under penalty of perjury that the foregoing testimony is true and

correct, and of my personal knowledge.

Executed on December II, 2016

John M. Mansell, Jr. Certificate of Service

I hereby certify that on Monday, February 12, 2018 I provided a true and correct copy of the Testimony of John Mansell, Copyright Royalty Judges, 2010-2013 Copyright Royalty Distribution Proceeding, filed December 22, 2016 in Docket No. 14-CRB-0010-CD (2010-13) and corrected March 9, 2017. to the following:

Multigroup Claimants, represented by Brian D Boydston served via Electronic Service at [email protected]

Canadian Claimants Group, represented by Victor J Cosentino served via Electronic Service at [email protected]

SESAC, Inc., represented by John C. Beiter served via Electronic Service at [email protected]

Broadcast Music, Inc. (BMI), represented by Jennifer T. Criss served via Electronic Service at [email protected]

Spanish Language Producers, represented by Brian D Boydston served via Electronic Service at [email protected]

American Society of Composers, Authors and Publishers (ASCAP), represented by Sam Mosenkis served via Electronic Service at [email protected]

Joint Sports Claimants, represented by Michael S Laane served via Electronic Service at [email protected]

Devotional Claimants, represented by Benjamin S Sternberg served via Electronic Service at [email protected]

Public Broadcasting Service (PBS), represented by Lindsey L. Tonsager served via Electronic Service at [email protected]

National Public Radio, Inc. (NPR), represented by Gregory A Lewis served via Electronic Service at [email protected]

National Association of Broadcasters (NAB), represented by Ann Mace served via Electronic Service at [email protected]

Signed: /s/ Lucy H Plovnick