| 25-May-00 The 2000/01 Upfront: Exceeding High Expectations
 
 Investment Highlights:
 o    The broadcast network upfront is booming, with total dollars approaching
 $8bn, ahead of expectations.  The Big-Four networks should complete their
 upfront selling activity by Friday of this week.
 
 o    ABC is likely to be the top-biller, taking in an estimated $2.3bn in
 upfront commitments, up from $1.7bn a year ago, based on CPM gains of 18%-20%,
 and driven by the success of Who Wants to be a Millionaire.
 
 o    NBC may be near $2.2bn, up from $2.1bn last year, with CPM gains of 15%-
 17%, helped by its Olympic Summer Games and XFL broadcasts.
 
 o    CBS is estimated to be $1.6bn, up from $1.35bn a year ago, with CPM gains
 of 15%-17%, aided by its well-received upfront presentation to advertisers.
 
 o    FOX is projected to be near $1.3 billion, with CPM gains of 15%-17%.
 
 o    WB wrote approximately $0.425bn, down from last year's $0.45bn.  Estimated
 CPM gains of 20%-25% were offset by lower ratings.
 
 o    UPN is expected to be $0.2bn, up from $0.15bn.
 
 o    The upfront offers great visibility, as advertisers are making commitments
 that extend into September 2001.
 
 o    The biggest beneficiaries of the hot upfront marketplace will be:  Viacom
 (VIAB; $53; B-1-1-9), with an array of leading cable, broadcast and syndicated
 television properties; Disney (DIS; $39; A-2-1-7) with its growing ratings in
 cable and ABC television; FOX (FOX; $25; C-1-1-9) with its broadcast, cable and
 syndicated properties; and Time Warner (TWX; $74; D-1-1-7) and Liberty (LMGA;
 $39; C-1-1-9), with their leading portfolios of cable networks.
 
 Fundamental Highlights:
 o    In the aggregate, audience delivery was surprisingly strong for the now
 completed 1999/00 broadcast season (the 35 weeks from September to May), with
 three-network broadcast television up 2% season-to-date and basic cable up 5%.
 Households using television (HUT) levels rose 1% last year.
 
 Upfront Is Up, Up And Away
 The broadcast network upfront is booming, with total dollars approaching $8bn,
 ahead of our earlier expectations of $7.7bn.  The Big-Four networks should
 complete their upfront selling activity by Friday of this week.  The upfront
 offers great visibility, as advertisers are making commitments that extend into
 September 2001.
 
 ABC is likely to be the top-biller, taking in an estimated $2.3bn in upfront
 commitments, up from $1.7bn a year ago, based on CPM gains of 18%-20%, and
 driven by the success of Who Wants to be a Millionaire.
 
 NBC may be near $2.2bn, up from $2.1bn last year, with CPM gains of 15%-17%,
 helped by its Olympic Summer Games broadcast, as well as new XFL coverage.
 
 CBS is estimated to be $1.6bn, up from $1.35bn a year ago, with CPM gains of
 15%-17%, aided by its well-received upfront presentation to advertisers.  A big
 jump in pharmaceutical advertising plays toward CBS's older demographic
 delivery.
 
 FOX is projected to be near $1.3 billion, with CPM gains of 15%-17%.  Ratings
 were helped at mid-season by the debut of Malcolm in the Middle.
 
 WB wrote approximately $0.425bn, down from last year's $0.45bn.  Estimated CPM
 gains of 20%-25% were offset by lower ratings.
 
 UPN is expected to be $0.2bn, up from $0.15bn.
 
 The biggest beneficiaries of the hot upfront marketplace will be: Viacom (VIAB;
 $53; B-1-1-9), with an array of leading cable, broadcast and syndicated
 television properties; Disney (DIS; $39; A-2-1-7) with its growing ratings in
 cable and ABC television; FOX (FOX; $25; C-1-1-9) with its broadcast, cable and
 syndicated properties; and Time Warner (TWX; $74; D-1-1-7) and Liberty (LMGA;
 $39; C-1-1-9), with their leading portfolios of cable networks. In the mid-cap
 area, the principal beneficiaries are USA Networks (USAI; NR), TV Guide (TVGIA;
 NR) and Paxson (PAX; NR).
 
 Upfront Advertising Projections
 Chg    Chg
 2000/01       1999/00   Gross $   CPM
 ABC             2.30           1.70        35%    19%
 CBS             1.50           1.35        11%    16%
 NBC             2.20           2.10         5%    16%
 FOX             1.30           1.25         4%    16%
 4-Net           7.30           6.40        14%
 
 UPN             0.17           0.13        36%    25%
 WB              0.43           0.45        -6%    25%
 6-Net           7.90           6.98        13%
 Source: Merrill Lynch estimates
 
 In the upfront market, in addition to price guarantees, advertisers get
 audience-delivery guarantees, time-slot guarantees and cancellation options (of
 up to 50% of the upfront buy in the last nine months of the broadcast year).
 The cable marketplace typically occurs after the broadcast network upfront; but
 cable sales executives this year are trying to get ahead of the broadcasters in
 order to get a bigger piece of the upfront pie.  Upfront advertising
 commitments constitute approximately 75%-85% of all primetime advertising sold
 for the broadcast television year, running, in this case, from October 2000 to
 September 2001.
 
 The network marketplace, cable and broadcast, is benefiting from a number of
 factors.  In the aggregate, audience delivery has been surprisingly strong,
 with three-network broadcast television up 2% season-to-date and basic cable up
 5%.  Households using television (HUT) levels rose 1% last year and does not
 appear to be negatively affected by growing internet usage.  Pharmaceutical,
 wired and wireless telecom, entertainment, and financial are all strong
 categories.  Dot-com advertising also was not a significant factor in the
 1999/00 upfront.  This year, however, we expect several top-tier dot-com
 companies, including Priceline, Ameritrade, E-Trade and Yahoo, among others, to
 emerge as significant upfront players.  Another emergent category is wireless
 telecom, as consolidation has created several new national wireless carriers,
 with vigorous national advertising campaigns.
 
 Merrill Lynch is acting as a financial advisor to America Online Inc., in
 connection with its acquisition of Time Warner Inc., announced on January 10,
 2000.  America Online has agreed to pay a fee to Merrill Lynch for its
 financial advisory services.
 
 (FOX, TWX, BLC, ACME)  MLPF&S was a manager of the most recent public offering
 of securities of this company within the last three years.
 
 Copyright 2000 Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S).
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