~~I. Forward-looking Statements~~

~~This report contains forward-looking statements within~~

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors are elected to serve until the ~~meaning~~next annual general meeting of ~~Section 27A~~shareholders or until their successors are elected or appointed.

Directors

John K. Billock, 67, has served as a Director and as our Chairman of the ~~Securities Act of 1933 and Section 22E~~Board since April 15, 2014. Mr. Billock is a member of the ~~Securities Exchange Act~~Board of ~~1934 (the "Exchange Act"), including those relating~~Advisors of Simulmedia, Inc. He served as a Director of TRA Inc. and TiVo Research and Analytics, Inc. from 2007 to 2011 and as a Director of Juniper Content Corporation from January 2007 to December 2008. From October 2001 until July 2005, he was Vice Chairman and Chief Operating Officer of Time Warner Cable Enterprises LLC. Before joining Time Warner Cable, Mr. Billock was with Home Box Office from 1978 to 2001 and served as President of its US Network Group from 1997 to 2001 and President of Sales and Marketing from 1995 to 1997. Before joining HBO, Mr. Billock was a product manager with Colgate Palmolive Company. Mr. Billock received a BA degree in English and Religion from Wesleyan University and an MBA from Boston University. Mr. Billock brings to our capital needs, business strategy, expectations and intentions. Statements that use the terms “believe”, “anticipate”, “trend”, “expect”, “plan”, “estimate”, “forecast”, “should”,“intend” and similar expressions of a future or forward-looking nature identify forward-looking statements for purposes of the U.S. federal securities laws or otherwise. In particular, information appearing under the sections entitled "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes forward looking-statements. For these statements and all other forward-looking statements, we claim the protection of the safe harbor for forward-looking statements containedBoard experience from his many years in the ~~Private Securities Litigation Reform Act of 1995.~~

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

~~Important factors that contribute to such risks include, but are not limited to, those factors set forth under "Risk Factors”~~media industry as well as extensive executive management experience.

Paul T. Cappuccio, 54, has served as a Director since October 2009. Mr. Cappuccio has been Executive Vice President and General Counsel of Time Warner Inc. since January 2001, in which capacity he oversees the ~~following:~~worldwide management of Time Warner Inc.'s legal functions, collaborating with all of its operating businesses. From August 1999 until January 2001, Mr. Cappuccio was Senior Vice President and General Counsel at America Online. Before joining AOL, Mr. Cappuccio was a partner at the ~~success~~Washington, D.C. office of Kirkland & Ellis, one of the world's premier litigation and transactional law firms, where he specialized in telecommunications law, appellate litigation and negotiation with government agencies. From 1991 until 1993, Mr. Cappuccio was Associate Deputy Attorney General at the United States Department of Justice, where he advised Attorney General William P. Barr on matters relating to judicial selection, civil litigation, antitrust and civil rights. Prior to his service at the Justice Department, Mr. Cappuccio served as a law clerk at the Supreme Court of the United States and as a law clerk to Judge Alex Kozinski of the United States Court of Appeals for the Ninth Circuit in Pasadena, California. He is a 1986 graduate of Harvard Law School and a 1983 graduate of Georgetown University. Mr. Cappuccio, as general counsel of a global media company, brings significant large public company experience to our ~~efforts~~Board, including transactional and corporate governance expertise.

Charles R. Frank, Jr., 78, served as a Director from 2001 until July 2009 and from March 2010 to ~~increase our revenues~~the present. From July 2009 through February 2010, Mr. Frank served as interim Chief Financial Officer of the Company. From 1997 to 2001, Mr. Frank was First Vice President and ~~recapture advertising market share~~twice acting President of the European Bank for Reconstruction and Development, which makes debt and equity investments in Central and Eastern Europe and the former Soviet Union. From 1988 to 1997, Mr. Frank was a Managing Director of the Structured Finance Group at GE Capital and a Vice President of GE Capital Services. Mr. Frank served as Chief Executive Officer of Frank and Company from 1987 to 1988, and Vice President of Salomon Brothers from 1978 until 1987. Mr. Frank has held senior academic and government positions, including Deputy Assistant Secretary of State and Chief Economist at the U.S. Department of State, Senior Fellow at the Brookings Institution, Professor of Economics and International Affairs at Princeton University, and Assistant Professor of Economics at Yale University. Mr. Frank graduated from Rensselaer Polytechnic Institute with a B.S. in mathematics and economics before completing a Ph.D. in economics at Princeton University. Mr. Frank brings to the Board 38 years’ experience in the ~~Czech Republic; levels~~financial services industry, including 19 years relating to Central and Eastern Europe, as well as notable senior management experience.

Iris Knobloch, 53, has served as a Director since April 15, 2014. She has served as President of Warner Bros. France S.A. since 2006, in which capacity she oversees all of Warner Bros.’ business in France, including theatrical production and distribution, television ~~advertising spending~~distribution, home video, games, consumer products, online and emerging distribution technologies as well as Warner Bros.’ Home Entertainment business in the ~~rate~~Benelux. She is also an independent director of ~~development~~Accor S.A., where she serves on the Audit Committee. From 2001 to 2006, she served as Senior Vice President of International Relations of Time Warner Inc. From 1996 to 2001, Ms. Knobloch was Vice President of Business and Legal Affairs for Warner Home Video’s European management team in London, Los Angeles and Paris. Prior to that, Ms. Knobloch practiced law with Norr, Stiefenhofer & Lutz and O’Melveny & Myers, where she provided strategic counsel on international transactions to major U.S. and European media and entertainment clients. Ms. Knobloch received a J.D. degree from Ludwig-Maxmilians-Universitaet in Munich, Germany in 1987 and L.L.M. degree from New York University in 1992. Ms. Knobloch brings to our Board deep understanding of the ~~advertising markets~~media industry, particularly in Europe, as well as significant executive management experience.

Alfred W. Langer, 65, has served as a Director since 2000. Mr. Langer currently serves as a consultant to a number of privately held companies, primarily in Germany, in the ~~countries~~areas of mergers and acquisitions, structured financing and organizational matters. From July 2001 until June 2002, Mr. Langer served as Chief Financial Officer of Solvadis AG, a German based chemical distribution and trading company. From October 1999 until May 2001, Mr. Langer served as Treasurer of Celanese AG, a German listed chemical company. From June 1997 until October 1999, Mr. Langer served as Chief Financial Officer of Celanese Corp., a U.S. chemical company. From October 1994 until July 1997, Mr. Langer served as Chief Executive Officer of Hoechst Trevira GmbH, a producer of synthetic fibers. From 1988 until September 1994, Mr. Langer served as a member of the Board of Management of Hoechst Holland N.V., a regional production and distribution company. Mr. Langer received an M.B.A. degree from the University GH Siegen. Mr. Langer brings to our Board and Board committees substantial financial and financial reporting expertise.

Bruce Maggin, 73, has served as a Director since 2002. Mr. Maggin has served, since its inception, as Managing Partner and Principal of the H.A.M Media Group, LLC, an international investment and advisory firm he founded in 1997 that specializes in the entertainment and communications industries. Until 2009, he also served as Executive Vice President and Secretary of Media and Entertainment Holdings, Inc. and was a Director of the company from 2005 until 2007. From 1999 to 2002, Mr. Maggin served as Chief Executive Officer of TDN Media, Inc., a joint venture between Thomson Multimedia, NBC Television and Gemstar-TV Guide International that sold advertising on proprietary interactive television platforms. Prior to that, Mr. Maggin had a long career with Capital Cities/ABC serving in a variety of financial and operational roles culminating as Head of the Multimedia Group, one of the company’s five operating divisions. He also represented Capital Cities/ABC on the Board of Directors of several companies, including ESPN, Lifetime Cable Television and In-Store Advertising, among others. From 1987 until 2015, Mr. Maggin served as a Director of PVH Corp. and for 18 years was Chairman of its Audit Committee. Mr. Maggin is a member of the Board of Trustees of Lafayette College, from which ~~we operate;~~he received a B.A. degree. He also earned J.D. and M.B.A. degrees from Cornell University. Mr. Maggin’s qualifications to serve on our Board and Board committees include his long career as a corporate financial executive, chief operating officer and private investor in the ~~effect~~media industry, as well as his service as a director and chairman of the audit and compensation committees of several companies.

Parm Sandhu, 47, has served as a Director since September 2009. Mr. Sandhu is a non-executive director of Eir, Ireland’s incumbent telecoms service provider, a non-executive director of Hibu and acting Chairman of Largo Limited, the holding company for Wind Hellas, a mobile operator in Greece. He served as Chief Executive Officer of Unitymedia, Europe’s third largest cable operator, from 2003 to 2010. Prior to that, Mr. Sandhu was a Finance Director with Liberty Media International, where he pursued numerous strategic acquisitions, and held a number of senior finance and strategy positions during his six years with Telewest Communications plc. Before entering the technology, media and telecommunications sector, Mr. Sandhu worked at PricewaterhouseCoopers in London, where he qualified as a Chartered Accountant. He is a graduate of Cambridge University and holds an MA Honours degree in Mathematics. Mr. Sandhu brings to the Board and Audit Committee significant executive management experience in the European media and telecoms sector and considerable expertise in the cable industry, as well as extensive knowledge of financial and accounting matters.

Douglas S. Shapiro, 47, has served as a Director since April 15, 2014. Mr. Shapiro has been Executive Vice President and Chief Strategy Officer of Turner, Inc., a division of Time Warner Inc., since July 2015. Before that, he was Senior Vice President of International and Corporate Strategy at Time Warner from September 2013 to June 2015. From 2008 to September 2013, he ran the Time Warner Investor Relations group. Prior to joining Time Warner, from 1999 to 2007, Mr. Shapiro was the senior analyst covering the cable and satellite TV and media conglomerate sectors at Banc of America Securities and was the head of the Media and Telecommunications research team. Before that, he was the senior analyst covering the cable and satellite communications sectors at Deutsche Banc Securities. Early in his career, he also served as an economic consultant at KPMG Peat Marwick and as an economist at the U.S. Department of Labor. Mr. Shapiro received a B.A. degree in economics from the University of Michigan and is a Chartered Financial Analyst. Mr. Shapiro brings to the Board his broad experience in television distribution, public equity capital markets, including investor relations in a publicly traded global ~~economic uncertainty~~media company, and ~~Eurozone instability~~corporate strategy.

Kelli Turner, 45, has served as a Director since May 2011. She is EVP, Operations, Corporate Development and CFO at SESAC, INC., a music rights licensing company. She is also general partner of RSL Venture Partners, a venture capital fund whose principal investor is Ronald Lauder. She was previously President and Chief Financial Officer of RSL Management Corporation from February 2011 to April 2012. Ms. Turner previously was Chief Financial Officer and Executive Vice President of Martha Stewart Living Omnimedia, Inc. (“MSLO”), a diversified media and merchandising company, from 2009 to 2011, where she was responsible for all aspects of the company’s financial operations, while working closely with the executive team in shaping MSLO’s business strategy and capital allocation process. She also had oversight responsibility for financial planning, treasury, financial compliance and reporting, and investor relations, as well as key administrative functions. A lawyer and a registered CPA with significant experience in the media industry, Ms. Turner joined MSLO in 2009 from Time Warner Inc., where she held the position of Senior Vice President, Operations in the Office of the Chairman and CEO. Prior to that, she served as SVP, Business Development for New Line Cinema from 2006 to 2007 after having served as Time Warner Inc.’s Vice President, Investor Relations from 2004 to 2006. Ms. Turner worked in investment banking for many years with positions at Allen & Company and Salomon Smith Barney prior to joining Time Warner Inc. Early in her career, she also gained tax and audit experience as a CPA at Ernst & Young, LLP. Ms. Turner received her undergraduate business degree and her law degree from the University of Michigan. Ms. Turner brings to our ~~markets~~Board a strong financial and business background in the ~~extent, timing~~media industry.

Gerhard Zeiler, 60, has served as a Director since April 15, 2014. Since 2012 Mr. Zeiler has served as President of Turner Broadcasting System, Inc., a Time Warner Inc. affiliate. He served as non-executive chairman of GAGFAH S.A., one of the largest residential property companies listed in Germany, from March 2014 until its acquisition in March 2015 by Vonovia (formerly known as Deutsche Annington), the largest listed residential property company in Germany. Since April 2015, he has served as a Non-Executive Board member of Vonovia. Prior to joining Turner Broadcasting, he was Chief Executive Officer of RTL Group from 2003 to 2012 and ~~duration~~a member of the Executive Board of international media group Bertelsmann SE & Co. KGaA from 2005 to 2012. Mr. Zeiler was Chief Executive Officer of RTL Television from 1998 to 2005 and Chief Executive Officer of ORF, the Austrian broadcasting corporation, from 1994 until 1998. Before that, he was Chief Executive Officer of RTL II from 1992 to 1994, Chief Executive Officer of Tele 5 from 1991 to 1992, and Secretary General of ORF from 1986 to 1990. He started his career as a journalist and later spokesman for two Austrian Chancellors. Mr. Zeiler brings to our Board his extensive experience in television broadcasting in Europe as the principal executive officer of two major media companies.

There is no arrangement or understanding between any ~~recovery; the extent~~director and any other person pursuant to which ~~our liquidity constraints and debt service obligations restrict our business; our success in continuing our initiatives~~such person was selected as a director other than (i) Paul T. Cappuccio, who was nominated by Time Warner Inc. pursuant to diversify and enhance our revenue streams; our ability to make cost-effective investments in our television businesses, including investments in programming; our ability to develop and acquire necessary programming and attract audiences; our ability to refinance our existing indebtedness; changes in the ~~political and regulatory environments where we operate and in the application~~terms of relevant laws and regulations; our exposure to additional tax liabilities; and the timely renewal of broadcasting licenses and our ability to obtain additional frequencies and licenses. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in this report. All forward-looking statements speak onlyan investor rights agreement dated as of May 18, 2009, as amended, among the date of this report. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as requiredCompany, Time Warner Media Holdings B.V. and certain other parties and (ii) Iris Knobloch, Douglas Shapiro and Gerhard Zeiler, who were also nominated by ~~law.~~

~~Index~~

~~Defined Terms~~

~~Unless the context otherwise requires, references in this report~~Time Warner Inc. pursuant to the “Company”, “CME”, “we”, “us” or “our” refer to Central European Media Enterprises Ltd. (“CME Ltd.”) or CME Ltd. and its consolidated subsidiaries listed in Exhibit 21.01 hereto. Unless otherwise noted, all statistical and financial information presented in this report has been converted into U.S. dollars using period-end exchange rates. All references in this report to “US$” or “dollars” are to U.S. dollars, all references to “BGN” are to Bulgarian lev, all references to “HRK” are to Croatian kuna, all references to “CZK” are to Czech koruna, all references to “RON” are to the New Romanian lei and all references to “Euro” or “EUR” are to the European Union Euro. The exchange rates as at ~~December 31, 2015~~ ~~used in this report are BGN/US$ 1.79; HRK/US$ 6.99; CZK/US$ 24.82; RON/US$ 4.15; and EUR/US$ 0.92.~~

~~The following defined~~ terms ~~are used in this Annual Report on Form 10-K:~~

~~the term “2015 Convertible Notes” refers to our 5.0% senior convertible notes due November 2015, redeemed in November 2015;~~

~~the term “2016 Fixed Rate Notes” refers to our 11.625% senior notes due 2016, redeemed in June 2014;~~

~~the term “2017 Fixed Rate Notes” refers to the 9.0% senior secured notes due 2017 issued by our wholly owned subsidiary, CET 21 spol. s r.o. (“CET 21”), redeemed in December 2014;~~

~~the term "2017 PIK Notes" refers to our 15.0% senior secured notes due 2017;~~

~~the term "2017 Term Loan" refers to our 15.0% term loan facility due 2017,~~of a framework agreement dated as of February 28, 2014, ~~as amended and restated on November 14, 2014;~~

among the ~~term "2018 Euro Term Loan" refers to our floating rate senior unsecured term credit facility guaranteed by~~Company, Time Warner ~~dated as of November 14, 2014~~Inc. and ~~amended on February 19, 2016 to, among other things. extend the maturity to 2018 with effect from the drawing of the 2021 Euro Term Loan;~~

~~the term "2019 Euro Term Loan" refers to our floating rate senior unsecured term credit facility due 2019 guaranteed by Time Warner, dated as of September 30, 2015 and amended on February 19, 2016;~~

~~the term “2021 Euro Term Loan~~” refers to the undrawn senior unsecured term credit facility due 2021 entered into by our wholly-owned subsidiary CME Media Enterprises B.V., guaranteed by Time Warner and CME Ltd., entered into on February 19, 2016;

~~the term "2021 Revolving Credit Facility~~" refers to our amended and restated revolving credit facility dated as of February 28, 2014, as amended and restated as of November 14, 2014 and further amended and restated on February 19, 2016 to, among other things. extend the maturity to 2021 with effect from the drawing of the 2021 Euro Term Loan;

~~the term “Senior Debt” refers, as the context may require, to the 2015 Convertible Notes, 2017 PIK Notes, 2017 Term Loan, 2018 Euro Term Loan, 2019 Euro Term Loan, 2021 Euro Term Loan and 2021 Revolving Credit Facility;~~

~~the term “2015 Refinancing Commitment Letter” refers to a commitment letter whereby Time Warner agreed to provide or assist with arranging a loan facility to refinance the 2015 Convertible Notes at or immediately prior to their maturity;~~

~~the term “Reimbursement Agreement~~" refers to an agreement with Time Warner which provides that we will reimburse Time Warner for any amounts paid by them under any guarantee or through any loan purchase right exercised by Time Warner, dated as of November 14, 2014 and amended and restated on February 19, 2016;

~~the term "Time Warner" refers to Time Warner Inc.; and~~

~~the term “TW Investor” refers to~~ Time Warner Media Holdings B.V.

Corporate Governance and Board of Director Matters

We abide by the corporate governance principles outlined below to ensure that the Board of Directors is independent from management, that the Board of Directors adequately performs its function as the overseer of management and that the interests of the Board of Directors and management are aligned with those of shareholders.

~~PART I~~

~~ITEM 1. BUSINESS~~

~~Central European Media Enterprises Ltd., a Bermuda company limited by shares, is a media~~On an annual basis, directors and ~~entertainment company operating in Central and Eastern Europe. Our assets~~executive officers complete questionnaires that are ~~held through a series~~used to establish the independence of ~~Dutch and Curaçao holding companies. We manage our business on a geographical basis, with six operating segments, Bulgaria, Croatia,~~independent directors as well as of the Czech Republic, Romania, the Slovak Republic and Slovenia, which are also our reportable segments and our main operating countries. We own 94% of our Bulgaria operations and 100% of our broadcast operating and license companies in our remaining countries.

We have market leading broadcast operations in six countries in Central and Eastern Europe broadcasting a total of 36 television channels. Each country also develops and produces content for their television channels. We generate advertising revenues in our country operations primarily through entering into agreements with advertisers, advertising agencies and sponsors to place advertising on the television channels that we operate. We generate additional revenues by collecting fees from cable and direct-to-home (“DTH”) operators for carriage of our channels.

~~General market information~~

~~Our main operating countries are~~ members of the ~~European Union (the “EU”). However, as emerging economies, they have adopted Western-style democratic forms~~Audit Committee and the Compensation Committee, to confirm the qualifications of ~~government~~the members of our Audit Committee and to disclose any transaction with us or our subsidiaries in which a director or executive officer (or any member of his or her immediate family) has a direct or indirect material interest.

Codes of Conduct

The Company has codes of conduct that are applicable to employees and directors. These policies reinforce the importance of integrity and ethical conduct in our business, reflect the more robust policy framework that now exists within the ~~last twenty-five years~~Company and ~~have economic structures, political~~clarify the procedures for handling whistleblower complaints and ~~legal systems, systems~~other concerns. The Standards of ~~corporate governance~~Business Conduct applies to the Company’s employees and ~~business practices that continue~~sets forth policies pertaining to ~~evolve. As~~employee conduct in the ~~economies~~workplace, including the accuracy of books, records and financial statements, insider trading, electronic communications and information security, confidentiality, conflicts of interest, anti-bribery and competition laws. The Standards of Business Conduct also includes information on how employees may report whistleblower complaints or raise concerns regarding questionable conduct or policy violations and provides for the anonymous, confidential submission by employees or others of any complaints or concerns about us or our ~~operating countries converge with more developed nations and their economic and commercial infrastructures continue~~accounting, internal accounting controls or auditing matters. The Standards of Business Conduct prohibits retaliation against employees who avail themselves of the policy. Failure to ~~develop, we believe~~observe the ~~business risks~~terms of ~~operating~~the Standards of Business Conduct can result in ~~these countries will continue to decline.~~disciplinary action (including termination of employment).

The ~~following table shows~~Company also has a Code of Conduct for Non-Employee Directors, which assists the ~~per capita nominal gross domestic product (“GDP”) (i.e., not adjusted for inflation) for~~Company’s non-employee directors in fulfilling their fiduciary and other duties to the ~~markets~~Company. In addition to affirming the directors’ obligations to act ethically and honestly, the code also addresses conflicts of ~~Central~~interest, compliance with applicable laws and ~~Eastern Europe in which we operate and for a combined group~~confidentiality.

Both the Standards of ~~11 countries from within the European Union, predominantly from Western Europe,~~Business Conduct and the ~~United States. (collectively, the “developed markets”)~~Code of Conduct for Non-Employee Directors are available on our website at www.cme.net. ~~GDP~~They are also available in print to any shareholder upon request.

Audit Committee

The Audit Committee is ~~a measure~~composed of ~~economic activity~~Messrs. Langer (Chairman), Frank, Sandhu and ~~represents the estimated total value of final goods and services produced by a country in a specified period. As our markets grow, the level of disposable income~~Ms. Turner. The members of the ~~population increases, which provides an incentive for advertisers to advertise their products.~~

~~Comparative historical period amounts have been adjusted to present GDP at constant exchange rates.~~

~~Index~~

Nominal GDP per capita US$ 2015 2014 2013 2012 2011 2010 2009 2008
CME markets $ 11,760
$ 11,283
$ 10,872
$ 10,584
$ 10,347
$ 9,910
$ 9,655
$ 9,966
Growth rate 4 % 4 % 3 % 2 % 4 % 3 % (3 )% 12 %
Developed markets $ 45,304
$ 44,117
$ 42,972
$ 42,167
$ 41,315
$ 40,170
$ 39,014
$ 40,308
Growth rate 3 % 3 % 2 % 2 % 3 % 3 % (3 )% 1 %

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

~~The following table shows~~Audit Committee satisfy the ~~ratio of per capita nominal GDP at purchasing power parity (“PPP”) in our markets to that of developed markets.~~

Ratio of nominal GDP at PPP per capita 2015 2014 2013 2012 2011 2010 2009 2008
CME markets as a % of developed markets 51 % 50 % 49 % 49 % 49 % 48 % 49 % 49 %

~~Source: IMF, CME estimates~~

The level of nominal GDP per capita in our markets was converging towards the level of the developed markets at a fairly significant rate up until 2009, when the global recession impacted our markets to a greater extent than the developed marketsrelevant independence and the rate of convergence slowed. The convergence stagnated somewhat in the years immediately following the global recession, but has improved each year since 2012. We believe that the convergence of GDP per capita in our markets with the developed markets will continue as economic conditions improve and sustained periods of higher growth return.

~~The following table shows total advertising spend per capita in the markets of Central and Eastern Europe in which we operate and for the developed markets at constant exchange rates:~~

Total advertising spend per capita US$ 2015 2014 2013 2012 2011 2010 2009 2008
CME markets $ 33
$ 31
$ 30
$ 31
$ 33
$ 33
$ 35
$ 47
Growth rate 5 % 6 % (5 )% (7 )% 0 % (4 )% (26 )% 12 %
Developed markets $ 337
$ 331
$ 322
$ 317
$ 312
$ 305
$ 301
$ 331
Growth rate 2 % 3 % 2 % 2 % 2 % 1 % (9 )% (3 )%

~~Source: CME estimates, Group M, IMF~~

The ratio of total advertising spend per capita to nominal GDP per capita, also known as advertising intensity, in our markets was converging with that of the developed markets until 2008 and had risen to a weighted average level in our markets of 0.47% in 2008 compared to 0.82% in the developed markets. Due to the protracted period of advertising market decline since 2008, the weighted average advertising intensity in CME markets fell to 0.27% in 2013 compared to 0.75% in developed markets. In 2014 and 2015, the weighted average advertising intensity in our markets improved slightly to 0.28%, while the developed markets regressed slightly to 0.74% in 2015. In the long term, we expect advertising intensity in our markets to converge towards the levels of the developed markets, but not at the rate of convergence seen before the global recession.

The convergence of advertising intensity is driven by several factors, including the introduction of premium products into the market by new or existing advertisers aiming to capture increased consumer disposable income. In the developed markets, the marketing of premium products, including finance, automotive, entertainment and travel products, makes up the majority of current television advertising spending. In the markets in which we operate, basic products such as food, beverages and household cleaning supplies comprise the main source of advertising revenues. The following table shows a comparison of the allocation of advertising budgets between basic and premium products in our markets versus those in more developed countries in ~~2015~~:

Mix of advertised products CME markets Developed markets
Premium 38% 66%
Basic 59% 30%
Other 3% 4%

~~Source: CME estimates, Group M~~

Similar to the trends described above, the proportion of premium goods advertised in our markets gradually increased over time up to 2009. In 2015, the percentage of advertising for premium products increased for the second time in the past three years. In the long term, we expect the historic trend of increased advertising of premium products to continue.

~~Index~~

~~The following table shows television advertising spend per capita in the markets of Central and Eastern Europe in which we operate and for the developed markets at constant exchange rates:~~

TV advertising spend per capita US$ 2015 2014 2013 2012 2011 2010 2009 2008
CME markets $ 17
$ 16
$ 15
$ 16
$ 17
$ 17
$ 18
$ 23
Growth rate 6 % 4 % (5 )% (5 )% 0 % (4 )% (24 )% 14 %
Developed markets $ 142
$ 142
$ 138
$ 138
$ 137
$ 134
$ 128
$ 139
Growth rate 0 % 3 % 0 % 1 % 2 % 5 % (8 )% (1 )%

~~Source: CME estimates, Group M, IMF~~

Television advertising spend per capita in our markets grew at a significantly faster rate than in developed markets prior to 2009, but was more heavily impacted than in developed markets during the recent prolonged period of advertising market decline from 2009 to 2013. Television advertising spend has grown as a percentage of total advertising spend in our markets, as shown below. Furthermore, since television was commercialized in our markets at the same time as other forms of media, television advertising generally accounts for a higher proportion of total advertising spend than in the developed markets, where newspapers, magazines and radio were established as advertising media well before the advent of television.

~~The following table shows television advertising spend as a percentage of total advertising spend in the markets of Central and Eastern Europe in which we operate and for the developed markets.~~

TV advertising spend
as a % of total advertising spend
2015 2014 2013 2012 2011 2010 2009 2008
CME markets 54 % 53 % 52 % 53 % 52 % 50 % 50 % 51 %
Developed markets 42 % 43 % 43 % 43 % 44 % 44 % 42 % 42 %

~~Source: Group M~~

As shown above, the share of television advertising as a proportion of total advertising in our markets has grown since 2008. We believe that television advertising will hold its share because of its greater reach and better measurement capabilities, which makes this medium more effective to advertisers compared to print, radio and outdoor advertising. Television is especially attractive to advertisers because it delivers high reach at low cost compared to other forms of media. More recently, internet advertising has grown at the expense of print and outdoor advertising, which has allowed us to offer additional advertising opportunities to complement our television advertising revenues.

In summary, we expect the economies of the countries in which we operate to resume their convergence with more developed markets, particularly Western Europe, resulting in higher rates of growth of GDP per capita in our markets compared to that of the developed countries.

~~Country operations~~

Our strategy is to maintain or increase our audience leadership in each of our countries in order to pursue sales strategies designed to maximize our revenues. We have built our audience leadership in each of our markets by operating a multi-channel business model with a diversified portfolio of television channels which appeal to a broad audience.

Content that consistently generates high audience shares is crucial to maintaining the success of each of our country operations. While content acquired from the Hollywood studios remains popular, our audiences increasingly demand content that is produced in their local language and reflects their society, attitudes and culture. We believe developing and producing local content is key to being successful in prime time and supporting market-leading channels and that maintaining a regular stream of popular local content at the lowest possible cost is operationally important over the long term.

As the distribution platforms in our region develop and become more diversified, our television channels and content will increasingly reach viewers through new distribution offerings, such as internet TV and smart devices. We offer viewers the choice of watching premium television content through a series of portals, including through Voyo, our subscription video-on-demand service, and catch-up services on our websites.

We continue to believe that the Company is best served by a focus on our television broadcasting assets in each country. In that regard, we completed the divestiture of our non-core assets in 2015, including our remaining distribution business in Romania, as well as our Romanian studios, radio, cinema and music businesses.

~~Programming~~

Our programming strategy in each country is tailored to match the expectations of key audience demographics by scheduling and marketing an optimal mix of programs in a cost effective manner. The programming that we provide drives our audience shares and ratings (see "Audience Share and Ratings" below)~~and consists of locally-produced news, current affairs, fiction, and reality and entertainment shows as well as acquired foreign movies, series and sports programming.~~

We focus our programming investments on securing leading audience share positions during prime time, where the majority of advertising revenues are delivered, and improving our cost efficiency through optimizing the programming mix and limiting the cost of programming scheduled off-prime time while maintaining all day audience shares.

~~Audience Share and Ratings~~

The following presents the channels each of our segments operate. The tables below provide a comparison of all day and prime time audience shares for 2015 in the target demographic of each of our leading channels to the primary channels of our main competitors.

Audience share represents the viewers watching a channel in proportion to the total audience watching television. Ratings represent the number of people watching a channel in proportion to the total population. Audience share and ratings information are measured in each market by international measurement agencies using peoplemeters, which quantify audiences for different demographics and subgeographies of the population measured throughout the day. Our channels schedule programming intended to attract audiences within specific “target” demographics that we believe will be attractive to advertisers.

~~Index~~

~~Bulgaria~~

~~We operate~~ ~~one~~ ~~general entertainment channel, BTV, and five other channels, BTV CINEMA, BTV COMEDY, RING, BTV ACTION and BTV LADY.~~

Target Demographic Channel Ownership All day audience share (2015) Prime time audience share (2015)

(18-49) BTV CME 31.5% 36.6%
NOVA TV MTG 19.4% 21.8%
BNT 1 Public television 5.8% 7.0%

~~Source: GARB~~

~~The combined all day and prime time audience shares of our Bulgaria operations in~~ ~~2015~~ ~~was 38.8% and 42.9%, respectively.~~

~~Croatia~~

~~We operate one general entertainment channel, NOVA TV (Croatia) and three other channels, DOMA (Croatia), NOVA WORLD and MINI TV.~~

Target Demographic Channel Ownership All day audience share (2015) Prime time audience share (2015)

(18-54) Nova TV (Croatia) CME 21.8% 28.3%
RTL RTL 16.4% 19.1%
HTV 1 Public television 12.5% 11.6%

~~Source: AGB Nielsen Media Research~~

~~The combined all day and prime time audience shares of our Croatia operations in~~ ~~2015, excluding NOVA WORLD and MINI TV, was 27.4% and 35.1%, respectively.~~

~~Czech Republic~~

We operate one general entertainment channel, TV NOVA (Czech Republic), and seven other channels, NOVA CINEMA, NOVA SPORT 1, NOVA SPORT 2, a premium sport-related channel launched on September 5, 2015, FANDA, SMICHOV, TELKA, and NOVA INTERNATIONAL, a general entertainment channel broadcasting in the Slovak Republic launched on February 1, 2016.

Target Demographic Channel Ownership All day audience share (2015) Prime time audience share (2015)

(15-54) TV NOVA (Czech Republic) CME 25.0% 29.3%
Prima MTG / GME 10.8% 12.2%
CT 1 Public television 12.1% 14.4%

~~Source: ATO - Nielsen Admosphere; Mediaresearch~~

~~The combined all day and prime time audience shares of our Czech Republic operations in 2015, excluding NOVA SPORT 1, NOVA SPORT 2 and NOVA INTERNATIONAL, was 36.0% and 40.2%, respectively.~~

~~Index~~

~~Romania~~

We operate one general entertainment channel, PRO TV, and eight other channels, ACASA, ACASA GOLD, PRO CINEMA, SPORT.RO, MTV ROMANIA, PRO TV INTERNATIONAL, PRO TV CHISINAU, a general entertainment channel broadcasting in Moldova, and ACASA IN MOLDOVA.

Target Demographic Channel Ownership All day audience share (2015) Prime time audience share (2015)

(18-49 Urban) PRO TV CME 18.9% 23.9%
Antena 1 Intact group 14.7% 14.0%
TVR 1 Public television 1.8% 1.9%

~~Source: Kantar Media~~

~~The combined all day and prime time audience shares of our Romania operations in~~ ~~2015, excluding PRO TV INTERNATIONAL, PRO TV CHISINAU and ACASA IN MOLDOVA, was 24.7% and 31.0%, respectively.~~

~~Slovak Republic~~

We operate one general entertainment channel, TV MARKIZA, and three other channels, DOMA (Slovak Republic), DAJTO and MARKIZA INTERNATIONAL, a general entertainment channel broadcasting in the Czech Republic launched on February 1, 2016.

Target Demographic Channel Ownership All day audience share (2015) Prime time audience share (2015)

(12-54) TV MARKIZA CME 22.9% 24.8%
TV JOJ J&T Media Enterprises 16.5% 20.0%
Jednotka Public Television 7.5% 8.8%

~~Source: PMT/ TNS SK~~

~~The combined all day and prime time audience shares of our Slovak Republic operations in~~ ~~2015, excluding MARKIZA INTERNATIONAL, was 31.1% and 33.3%, respectively.~~

~~Slovenia~~

~~We operate two general entertainment channels, POP TV and KANAL A, and three other channels, KINO, BRIO and OTO.~~

Target Demographic Channel Ownership All day audience share (2015) Prime time audience share (2015)

(18-54) POP TV CME 19.5% 27.8%
Planet TV Antenna Group / TSmedia 8.6% 11.7%
SLO 1 Public Television 8.6% 9.4%

~~Source: AGB Nielsen Media Research~~

~~The combined all day and prime time audience shares of our Slovenia operations in~~ ~~2015~~ ~~was 34.3% and 42.7%, respectively.~~

~~Sales~~

~~We generate advertising revenues primarily through entering into agreements with advertisers, advertising agencies and sponsors to place advertising on our television channels.~~

Our main unit of inventory is the commercial gross rating point (“GRP”), a measure of the number of people watching television when an advertisement is aired. We generally contract with a client to provide an agreed number of GRPs for an agreed price (“cost per point” or “CPP”). Much less frequently, and usually only for small niche channels, we may sell on a fixed spot basis where an advertisement is placed at an agreed time for a negotiated price that is independent of the number of viewers. The CPP varies depending on the season and time of day the advertisement is aired, the volume of GRPs purchased, requests for special positioning of the advertisement, the demographic group that the advertisement is targeting and other factors. Our larger advertising customers generally enter into annual contracts which set the pricing for a committed volume of GRPs.

~~Index~~

We operate our broadcast operations based on a business model of audience leadership, brand strength and strong local content. Our sales strategy is to maximize the monetization of our advertising time by leveraging our high brand power and applying an optimal mix of pricing and sell-out rate. The effectiveness of our sales strategy is measured by our share of the television advertising market, which represents the proportion of our television advertising revenues in the market compared to the total television advertising market. We also generate additional revenues by collecting fees from cable and satellite operators for carriage of our channels.

The public broadcasters in the countries in which we operate are restricted in the amount of advertising that they may sell. See “Regulation of Television Broadcasting” below for additional information.

~~Seasonality~~

We experience seasonality, with advertising sales tending to be lowest during the third quarter of each calendar year due to the summer holiday period (typically July and August), and highest during the fourth quarter of each calendar year.

~~Regulation of Television Broadcasting~~

Television broadcasting in each of the countries in which we operate is regulated by a governmental authority or agency. In this report, we refer to such agencies individually as a “Media Council” and collectively as “Media Councils”. Media Councils generally supervise broadcasters and their compliance with national broadcasting legislation, as well as control access to the available frequencies through licensing regimes.

~~Programming and Advertising Regulation~~

~~Our main operating countries are member states of the EU, and as such, our broadcast operations in such countries are subject to relevant EU legislation relating to media.~~

The EU Audiovisual Media Services Directive (the “AVMS Directive”) came into force in December 2007 and provides the legal framework for media services generally in the EU. The AVMS Directive covers both linear (i.e., broadcasting) and non-linear (e.g., video-on-demand and mobile television) transmissions of media services, with the latter subject to less stringent regulation. Among other things, the AVMS Directive requires broadcasters, where “practicable and by appropriate means,” to reserve a majority of their broadcast time for “European works.” Such works are defined as originating from an EU member state or a signatory to the Council of Europe's Convention on Transfrontier Television as well as being written and produced mainly by residents of the EU or Council of Europe member states or pursuant to co-production agreements between such states and other countries. In addition, the AVMS Directive requires that at least 10% of either broadcast time or programming budget is dedicated to programs made by European producers who are independent of broadcasters. News, sports, games, advertising, teletext services and teleshopping are excluded from the calculation of these quotas. In respect of advertising, the AVMS Directive does not restrict when programming can be interrupted by advertising in linear broadcasting, except in the case of movies, news and children's programming, where programming can be interrupted once every thirty minutes or more. In addition, broadcasters may use product placement in most genres, subject to the identification of such practices and limitations on prominence.

Member states were required to implement the AVMS Directive by December 19, 2009, and of the countries in which we operate Croatia, the Czech Republic, Romania and the Slovak Republic have notified the European Commission that the regulations have been put in place. Legislation has been adopted in Bulgaria and Slovenia to implement the AVMS Directive. Under the AVMS Directive, member states are permitted to adopt stricter conditions than thoseexpertise requirements set forth in the ~~AVMS Directive.~~SEC regulations and the NASDAQ Marketplace Rules. In addition, the Board has determined that Messrs. Frank, Langer, Sandhu and Ms. Turner each qualify as “audit committee financial experts”. The ~~legislation enacted in our operating countries is consistent~~responsibilities of the Audit Committee include (i) selecting and overseeing the independent registered public accounting firm to be retained by us; (ii) approving the engagement of the independent registered public accounting firm for audit, audit-related, tax-related and other services; (iii) reviewing with the ~~EU rules.~~

~~Please see below~~independent registered public accounting firm the scope and results of these engagements; (iv) overseeing our financial reporting activities and internal controls and procedures and reviewing the risk register with management; (v) reviewing complaints under the Standards of Business Conduct relating to accounting, internal accounting controls or auditing matters; and (vi) conducting other reviews relating to compliance by us and our employees with our policies and any applicable laws. In addition, the Audit Committee is responsible for ~~more detailed information~~advising on ~~programming~~the Company’s corporate finance activities, including its capital structure, equity and ~~advertising regulations that impact our channels.~~debt financings, banking activities and relationships, foreign exchange and stock repurchase activities. During the fiscal year ended December 31, 2015, the Audit Committee met on eight occasions.

~~Bulgaria: In Bulgaria, privately owned broadcasters are permitted to broadcast advertising for up to 12 minutes per hour.~~ The ~~public broadcaster, BNT, which is financed through~~Audit Committee acts under a ~~compulsory television license fee~~written charter first adopted and approved by the ~~government, is restricted to broadcasting advertising for 4 minutes per hour~~Board of Directors in June 2000. An amended and no more than 15 minutes per day, of which only five minutes may be in prime time. There are also restrictions on the frequency of advertising breaks (for example, news and children's programs shorter than 30 minutes cannot be interrupted). These restrictions apply to both publicly and privately owned broadcasters. Further restrictions relate to advertising content, including a ban on tobacco advertising and restrictions on alcohol advertising, regulations on medical products advertising and regulations on advertising targeted at children or during children's programming. In addition, members of the news department of our channels are prohibited from appearing in advertisements. Our channels in Bulgaria are required to comply with several restrictions on programming, including regulations on the origin of programming. These channels must ensure that 50% of a channel's total annual broadcast time consists of EU- or locally-produced programming and 12% of such broadcast time consists of programming produced by independent producers in the EU. News, sports, games and teleshopping programs, as well as advertising and teletext services, are excluded from these restrictions.

~~Croatia~~: In Croatia, privately owned broadcasters are permitted to broadcast advertising for up to 12 minutes per hour with no daily limit, and direct sales advertising has to last continuously for at least 15 minutes. Additional restrictions apply to children's programming and movies. The public broadcaster HRT, which is financed through a compulsory television license fee, is restricted to broadcasting nine minutes of advertising per hour generally and four minutes per hour from 6 p.m. to 10 p.m. HRT is not permitted to broadcast spots for teleshopping. There are other restrictions that relate to advertising content, including a ban on tobacco and alcohol advertising. NOVA TV (Croatia) is required to comply with several restrictions on programming, including regulations on the origin of programming. These include the requirement that 20% of broadcast time consists of locally produced programming and 50% of such locally produced programming be shown during prime time (between 4:00 p.m. and 10:00 p.m.). These restrictions are not applicable to DOMA (Croatia).

~~Czech Republic: Privately owned broadcasters in the Czech Republic are permitted to broadcast advertising for up to 12 minutes per hour. In September 2011, legislation~~restated Audit Committee charter was implemented in the Czech Republic which restricts the amount of advertising that may be shown on the channels of the public broadcaster, CT. Pursuant to the regulation, no advertising may be shown on the public channels CT 1 and CT 24, while the channels CT 4 and CT 2 may show a limited amount of advertising. Also included in the legislation is the requirement that national private broadcasters must contribute annually to a Czech cinematography fund in an amount equal to 2% of their net advertising revenues. We are entitled to apply for financing from the fund. In the Czech Republic, all broadcasters are restricted with respect to the frequency of advertising breaks during and between programs, as well as being subject to restrictions that relate to advertising content, including a ban on tobacco advertising and limitations on advertisements of alcoholic beverages, pharmaceuticals, firearms and munitions.

~~Index~~

~~Romania~~: Privately owned broadcasters in Romania are permitted to broadcast advertising and direct sales advertising for up to 12 minutes per hour. There are also restrictions on the frequency of advertising breaks (for example, news and children's programs shorter than 30 minutes cannot be interrupted). The public broadcaster, TVR, which is financed through a compulsory television license fee, is restricted to broadcasting advertising for eight minutes per hour and only between programs. Further restrictions relate to advertising content, including a ban on tobacco advertising and restrictions on alcohol advertising, and regulations on advertising targeted at children or during children's programming. In addition, members of the news department of all channels are prohibited from appearing in advertisements.

~~Slovak Republic~~: Privately owned broadcasters in the Slovak Republic are permitted to broadcast advertising for up to 12 minutes per hour but not for more than 20% of their total daily broadcast time. Since January 2013, the public broadcaster RTVS, which is financed through a compulsory license fee, can broadcast advertising for up to 0.5% of its total broadcast time (up to 2.5% of total broadcast time including teleshopping programming), but between 7:00 p.m. and 10:00 p.m. may broadcast only 8 minutes of advertising per hour. There are restrictions on the frequency of advertising breaks during and between programs. RTVS is not permitted to broadcast advertising breaks during programs. There are also restrictions that relate to advertising content, including a ban on tobacco, pharmaceuticals, firearms and munitions advertising and a ban on advertisements of alcoholic beverages (excluding beer and wine) between 6:00 a.m. and 10:00 p.m. Our operations in the Slovak Republic are also required to comply with several restrictions on programming, including regulations on the origin of programming. These include the requirement that 50% of the station's monthly broadcast time must be European-origin audio-visual works and at least 10% of a station's monthly broadcast time must be European audio-visual works produced by independent producers, at least 10% of which must be broadcast within five years of production.

~~Slovenia~~: Privately owned broadcasters in Slovenia are allowed to broadcast advertising for up to 12 minutes in any hour. The public broadcaster, SLO, which is financed through a compulsory television license fee and commercial activities, is allowed to broadcast advertising for up to 10 minutes per hour, but is only permitted up to 7 minutes per hour between the hours of 6:00 p.m. and 11:00 p.m. There are also restrictions on the frequency of advertising breaks during programs and restrictions that relate to advertising content, including a ban on tobacco advertising and a prohibition on the advertising of any alcoholic beverages from 7:00 a.m. to 9:30 p.m. and generally for alcoholic beverages with an alcoholic content of more than 15%. Our Slovenia operations are required to comply with several restrictions on programming, including regulations on the origin of programming. These include the requirement that 20% of a station's daily programming consist of locally produced programming, of which at least 60 minutes must be broadcast between 6:00 p.m. and 10:00 p.m. In addition, 50% of the station's annual broadcast time must be European-origin audio-visual works and at least 10% of the stations annual broadcast time must be European audio-visual works produced by independent producers.

~~Licensing Regulation~~

~~The license granting and renewal process in our operating countries varies by jurisdiction and by type of broadcast permitted~~subsequently adopted by the ~~license (i.e., cable, terrestrial, satellite). Depending~~Board of Directors on the country, terrestrial licenses may be valid for an unlimited time period, may be renewed automatically upon application or may require a more lengthy renewal procedure, such as a tender process. Generally cableNovember 20, 2002 and satellite licenses are granted or renewed upon application. We expect each of our licenses will continue to be renewed or new licenses to be granted as required to continue to operate our business. All of our operating countries have transitioned from analog to digital terrestrial broadcastingamended on March 27, 2003, April 6, 2004, February 2, 2006, February 14, 2007, December 12, 2011, December 9, 2013 and we have obtained digital licenses where requested. We will apply for additional digital licenses where such applications are permissible and prudent. Please see below for more detailed information on licenses for our channels.

~~Bulgaria~~: BTV operates pursuant to a national digital terrestrial license issued by the Council for Electronic Media, the Bulgarian Media Council, that expires in July 2024. BTV ACTION broadcasts pursuant to a national cable registration thatSeptember 9, 2014. The Audit Committee charter is valid for an indefinite time period and also has a digital terrestrial license that expires in January 2025 which is not currently in use. BTV CINEMA, BTV COMEDY, RING and BTV LADY, as well as BTV, each broadcast pursuant to a national cable registration that is valid for an indefinite time period.

~~Croatia~~: NOVA TV (Croatia) broadcasts pursuant to a national terrestrial license granted by the Croatian Media Council, the Electronic Media Council, which expires in April 2025. DOMA (Croatia) broadcasts pursuant to a national terrestrial license that expires in January 2026. MINI TV broadcasts via satellite and cable pursuant to a license that expires in January 2022.

~~Czech Republic~~: Our channels in the Czech Republic operate under a variety of licenses granted by the Czech Republic Media Council, The Council for Radio and Television Broadcasting. TV NOVA (Czech Republic) broadcasts under a national terrestrial license that expires in January 2025. TV NOVA (Czech Republic) may also broadcast pursuant to a satellite license that expires in December 2020. NOVA CINEMA broadcasts pursuant to a national terrestrial digital license that expires in 2023. NOVA CINEMA also broadcasts via satellite pursuant to a license that is valid until November 2019. NOVA SPORT 1 broadcasts pursuant to a license that allows for both satellite and cable transmission that expires in October 2020. In addition, NOVA SPORT 1 and NOVA SPORT 2 each have a license that permits internet transmission which expires in August 2027. FANDA broadcasts pursuant to a satellite license that expires in July 2024 and a national terrestrial license that expires in September 2023. SMICHOV broadcasts pursuant to a national terrestrial license that expires in December 2024 and a satellite license that expires in February 2025. TELKA broadcasts pursuant to a national terrestrial license and a satellite license that each expire in February 2025. NOVA INTERNATIONAL broadcasts pursuant to a license that permits internet transmission which expires in January 2028.

~~Romania~~: PRO TV broadcasts pursuant to a national satellite license granted by the Romanian Media Council, the National Audio-Visual Council. Our other Romanian channels (ACASA, ACASA GOLD, PRO CINEMA, SPORT.RO, MTV ROMANIA and PRO TV INTERNATIONAL) each has a national satellite license. PRO TV also broadcasts through the electronic communications networks pursuant to a series of local licenses and ACASA broadcasts in high-definition pursuant to a written consent from the Media Council. Licenses for our Romanian operations expire on dates ranging from April 2018 to January 2025. PRO TV CHISINAU broadcasts pursuant to an analog license granted by the Audio-Visual Coordinating Council of the Republic of Moldova that expires in November 2016 and ACASA IN MOLDOVA broadcasts pursuant to a cable license that expires in December 2017.

~~Slovak Republic~~: TV MARKIZA, DOMA (Slovak Republic) and DAJTO each broadcast pursuant to a national digital license granted by the Council for Broadcasting and Retransmission, the Media Council of the Slovak Republic, which is valid for an indefinite period. MARKIZA INTERNATIONAL is broadcast pursuant to the license granted to TV MARKIZA.

~~Slovenia~~: Our Slovenian channels POP TV, KANAL A, KINO, BRIO and OTO each have licenses granted by the Post and Electronic Communications Agency of the Republic of Slovenia, the Slovenia Media Council, that allow for broadcasting on any platform, including digital, cable and satellite. These licenses are valid for an indefinite time period.

~~OTHER INFORMATION~~

~~Employees~~

~~As of~~ ~~December 31, 2015, we had a total of approximately 3,100 employees (including contractors).~~

~~Index~~

~~Corporate Information~~

CME Ltd. was incorporated in 1994 under the laws of Bermuda. Our registered offices are located at O'Hara House, 3 Bermudiana Road, Hamilton HM 08, Bermuda, and our telephone number is +1-441-296-1431. Communications can also be sent c/o CME Media Services Ltd. at Krizeneckeho nam. 1078/5, 152 00 Praha 5, Czech Republic, telephone number +420-242-465-576. CME's Class A common stock is listed on the NASDAQ Global Select Market and the Prague Stock Exchange under the ticker symbol “CETV”.

~~Financial Information by Operating Segment and by Geographical Area~~

~~For financial information by operating segment and geographic area, see Part II, Item 8, Note 21, "Segment Data".~~

~~Available Information~~

~~We make~~ available ~~free of charge,~~ on our website at ~~http://~~www.cme.net ~~our Annual Reports~~. It is also available in print to any shareholder on ~~Form 10-K, Quarterly Reports~~request.

Executive Officers

Michael Del Nin, 45, has served as the Company’s co-Chief Executive Officer since September 2013. From October 2009 until September 15, 2013 he was a member of the Company’s Board of Directors. Prior to his appointment as co-Chief Executive Officer of the Company, Mr. Del Nin was the Senior Vice President of International and Corporate Strategy at Time Warner Inc. from April 2008 until September 2013, in which capacity he helped drive Time Warner Inc.’s global strategy and business development initiatives, with a particular focus on ~~Form 10-Q, Current Reports~~international operations and investments. From 2006 to 2008, Mr. Del Nin was the Senior Vice President responsible for Mergers and Acquisitions. Prior to joining Time Warner Inc., Mr. Del Nin was Senior Vice President, Business Development, at New Line Cinema. In that role Mr. Del Nin analyzed the economics of the studio’s film and television projects while helping to develop and implement New Line Cinema’s long-term business plan. Prior to joining New Line Cinema, Mr. Del Nin was an investment banker focused on ~~Form 8-K~~the media industry at Salomon Smith Barney in New York. Mr. Del Nin holds an undergraduate business degree from Bocconi University and ~~amendments~~a law degree from the University of New South Wales.

Christoph Mainusch, 53, has served as the Company’s co-Chief Executive Officer since September 2013. Prior to ~~those reports as soon as reasonably practicable after we electronically file such material with, or furnish it~~joining the Company, he was an advisor to the ~~Securities~~President of Turner Broadcasting International, a wholly-owned subsidiary of Time Warner Inc., where he consulted on various projects from April 2013 until September 2013. From March 2004 to December 2012, Mr. Mainusch was a member of the Operational Management Committee of the RTL Group, a European entertainment network. From September 2009 to February 2012, Mr. Mainusch served as Chief Executive Officer of the Alpha Media Group in Greece, a terrestrial broadcast company partly owned by the RTL Group. Mr. Mainusch served as Chief Executive Officer of RTL Televizija in Croatia from 2004 to 2009. From 1996 until 2004, Mr. Mainusch served as Chief Executive Officer of ACS Media GmbH. Mr. Mainusch started his career as a freelancer for the public broadcaster Bayerischer Rundfunk in 1987, followed by several positions at commercial broadcasters SAT.1, Tele 5, and ~~Exchange Commission.~~RTL 2.

Daniel Penn, 50, joined the Company in 2002 and has served as General Counsel and Company Secretary since 2004. Mr. Penn was named an Executive Vice President of the Company in February 2010. Prior to joining the Company, he served as General Counsel and Head of Developments/Business Affairs in an internet publishing business and in a multinational telecommunications company. He began his career in private practice with the law firm Mayer Brown, where he worked in their offices in New York, London and Tashkent, Uzbekistan. Mr. Penn graduated from Princeton University with a B.A. from the Woodrow Wilson School of Public and International Affairs and a Certificate of Achievement in Russian Studies. He received a J.D. from the Columbia University School of Law, where he served as Editor-in-Chief of the Columbia Law Review.

~~ITEM 1A RISK FACTORS~~

David Sturgeon, 46, has served as the Company’s Chief Financial Officer since June 5, 2014 when he was also named an Executive Vice President of the Company. Prior to that, he served as Acting Chief Financial Officer from October 29, 2013 and as Deputy Chief Financial Officer from July 2009. He oversees all of the Company's finance, accounting, business systems, internal audit, treasury and tax activities. Mr. Sturgeon joined the Company as Group Financial Controller in 2005, prior to which he was with Equant N.V., from 2002. From 1990 to 2002, Mr. Sturgeon was a member of Arthur Andersen’s Technology, Media and Communications practice, advising clients primarily in the areas of financial reporting and control, corporate finance and capital markets transactions. Mr. Sturgeon graduated from Oxford University with an M.A. in Philosophy, Politics and Economics and is a Chartered Accountant.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own greater than 10% of a registered class of our equity securities to file certain reports (“Section 16 Reports”) with the SEC with respect to ownership and changes in ownership of shares of our common stock and other equity securities. Based solely on our review of the Section 16 Reports furnished to us and written representations from certain reporting persons, we believe that, during the fiscal year ended December 31, 2015, all filing requirements under Section 16(a) applicable to our officers, directors and greater than 10% beneficial owners were complied with on a timely basis.

Item 11. Executive Compensation

Compensation Discussion and Analysis

This ~~report~~Compensation Discussion and Analysis provides information about the Company’s compensation programs and policies for our Named Executive Officers. In 2015, our Named Executive Officers were the co-Chief Executive Officers, the Chief Financial Officer and the ~~following discussion~~General Counsel.

Philosophy and Objectives of risk factors contain forward-looking statements as discussed on page 2 of this report. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks and uncertainties described below and elsewhere in this report. These risks and uncertainties are not the only ones we may face. Additional risks and uncertainties of which we are not aware, or that we currently deem immaterial, may also become important factors that affect our financial condition, results of operations and cash flows.Compensation Programs

~~Risks Relating to Our Financial Position~~

~~Our operating results will continue to be adversely affected if we cannot generate strong advertising sales.~~General Philosophy

We ~~generate most~~believe the total compensation of our revenues from the sale of advertising airtime on our television channels. The reduction in advertising spending in our markets following the onset of the global financial crisis at the beginning of 2009 had a negative effect on television advertising prices because of pressure to reduce prices from advertisers and discounting by competitors. We attempted to combat this fall in prices by implementing a new pricing strategy in 2013. There was an adverse reaction to this strategy from agencies and advertisers, particularly in the Czech Republic, which resulted in a significant decrease in revenues and market share in 2013 compared to 2012.

~~In addition to general economic conditions (described below), other factors that may affect our advertising sales are the pricing of advertising time~~Named Executive Officers as well as ~~competition from~~ other ~~broadcasters~~members of management and ~~operators~~employees should support the following objectives:

Attract, retain and motivate personnel with the experience and expertise to drive us to achieve our objectives. We provide opportunities to earn significant compensation to key executives and other managers who are able to deliver competitive results.

Create a mix of short-term and long-term compensation to promote attention to both annual and multi-year business objectives without encouraging unnecessary or excessive risk-taking. The mix between short-term and long-term compensation is also designed to reflect the roles and responsibilities of individual managers, with a substantially higher percentage of the total potential compensation of senior executives tied to variable (versus fixed) pay than other ~~distribution platforms, audience ratings, changes~~employees.

Reward executives for creating shareholder value. This means that our long-term incentives are equity-based, including performance-based awards, and represent a significant percentage of the total potential compensation that senior executives may earn.

Create a strong culture that rewards results. This means that compensation is designed to reward the achievement of specific performance goals of the Company and that the opportunity to earn an annual incentive and performance-based awards requires a threshold level of performance.

Ensure compensation is appropriate in ~~programming~~light of our profile, strategy ~~changes in audience preferences,~~and anticipated performance. This means that the Compensation Committee places significant emphasis on our ~~channels’ technical reach, technological developments relating to media~~specific strategy and ~~broadcasting, seasonal trends~~performance in the ~~advertising market, changing preferences~~ultimate determination of compensation decisions.

Key Compensation Actions in how and when people view content and the accompanying advertising, increased competition for the leisure time of audiences and shifts in population and other demographics. Accordingly, our advertising revenues also depend on our ability to maintain audience ratings and to generate GRPs, which requires maintaining investments in television programming and productions at a sufficient level to continue to attract audiences. Significant or sustained reductions in investments in programming that attracts such audiences or other operating costs in response to reduced advertising spending in our markets have had and may continue to have an adverse impact on our television viewing levels. Reduced advertising spending, resistance to price increases and discounting of television advertising prices in our markets as well as competition for ratings from broadcasters seeking to attract similar audiences have had and may continue to have an adverse impact on our ability to maintain our advertising sales. Failure to maintain and increase advertising sales could have a material adverse effect on our financial position, results of operations and cash flows.

Global or regional economic conditions, the credit crisis and concerns regarding the Eurozone have adversely affected our financial position and results of operations. We cannot predict if or when economic conditions in the countries in which we operate will recover or how long any recovery may last. A failure to achieve lasting recoveries will continue to adversely affect our results of operations.2015

The ~~results~~Company made a number of ~~our operations depend heavily on advertising revenue, and demand for advertising is affected by general economic conditions~~enhancements to the executive compensation program in 2015 that are designed to secure the ~~region and globally.~~achievement of the objectives of its compensation programs. The ~~economic uncertainty affecting the global financial markets and banking system since the beginning~~most significant of ~~2009 has had an adverse impact on economic growth in our operating countries across Central and Eastern Europe. There~~these has been ~~a widespread withdrawal~~the transitioning of ~~investment funding from~~ the ~~Central and Eastern European markets and companies with investments in them. Furthermore,~~Company’s pay practices for Named Executive Officers to increase the ~~economic downturn has adversely affected consumer and business spending, access~~percentage of compensation tied to ~~credit, liquidity, investments, asset values and employment rates. These adverse economic conditions have had a material negative impact on~~objective performance measures, including the advertising spending in our markets, leading our customers to continue to spend less on advertising than at the peak period in 2008. This has negatively impacted our financial position, results of operations and cash flows since 2008. While real GDP (as adjusted for inflation) is estimated to have improved in our markets since 2014, we cannot predict if this represents the startadoption of a sustained recovery or how long it will last. In addition, although we believe the economies of the countries in which we operate and advertising intensity will converge with developed nations, such convergence may not occur in the time frame we expect, or at all.

Continued economic softness in the Eurozone, including a slow down in the growth of consumer prices, has prompted the European Central Bank to embark upon quantitative easing. Economic events related to the sovereign debt crisis in several European Union countries have also highlighted issues relating to the strength of the banking sector in Europe. Though the European Union has created external funding and stability mechanisms to provide liquidity and financial assistance to Eurozone member states and financial institutions, there can be no assurance that the market disruptions in Europe related to sovereign debt and the banking sector, including the increased cost of fundingperformance-based long-term incentive program for certain governments and financial institutions, will not continue, nor can there be any assurance that future assistance packages will be available or, even if provided, will be sufficient to stabilize affected banks, countries and markets in Europe or elsewhere. The departure of a country from the Euro or the dissolution of the Euro could cause significant volatility and disruption in the global economy, which would negatively impact our business.Named Executive Officers. In addition, the ~~occurrence of disasters, acts of terrorism, civil or military conflicts or general political instability and responses to it, such as~~Compensation Committee instituted a Board-level annual performance review for the ~~imposition of economic sanctions against Russia, may also cause a deterioration~~co-CEOs.

2015 Company Performance Review

The Company remained market leaders during 2015 in ~~general economic conditions that may reduce advertising spending. Any of these developments would have a significant negative effect on our financial position, results of operations and cash flows.~~

~~Index~~

~~Our liquidity constraints and debt service obligations may restrict our ability to fund our operations.~~

We have significant debt service obligations under the 2017 PIK Notes and the 2017 Term Loan (prior to their repayment), the 2018 Euro Term Loan and the 2019 Euro Term Loan, as well as the 2021 Euro Term Loan and the 2021 Revolving Credit Facility (in each case when drawn). Having the option to pay interest in kind on the 2017 PIK Notes and the 2017 Term Loan has allowed us to reduce our cash interest costs, however each of these facilities has accrued interest at 15% per year and interest paid in-kind must be repaid at the repayment date. Furthermore, we are paying guarantee fees to Time Warner as consideration for its guarantees of the 2018 Euro Term Loan, the 2019 Euro Term Loan and the 2021 Euro Term Loan (when drawn) (collectively, the "TW Guarantees"). Although the entire guarantee fee in respect of the 2018 Euro Term Loan and the 2019 Euro Term Loan are, and a portion of the guarantee fee in respect of the 2021 Euro Term Loan will be, non-cash pay at our option, accruing such fees will further increase the amounts to be repaid at the maturity of these facilities. Accordingly, the payment of interest expense and guarantee fees in kind will increase our already significant leverage. As a result of our debt service obligations and covenants contained in the related indenture and loan agreements, we are restricted under the 2017 PIK Notes and the 2017 Term Loan (prior to their repayment), the 2021 Revolving Credit Facility (when drawn) and the Reimbursement Agreement in the manner in which our business is conducted, including but not limited to our ability to obtain additional debt financing to refinance existing indebtedness or to fund future working capital, capital expenditures, business opportunities or other corporate requirements. We may have a proportionally higher level of debt than our competitors, which may put us at a competitive disadvantage by limiting our flexibility in planning for, or reacting to, changes in our business, economic conditions and our industry. For additional information regarding the Reimbursement Agreement and the TW Guarantees, see Part II, Item 8, Note 5, "Long-term Debt and Other Financing Arrangements".

~~Fluctuations in exchange rates may adversely affect our results of operations.~~

Our reporting currency is the dollar but our consolidated revenues and costs, including programming expenses and debt interest obligations, are divided across a range of currencies. The strengthening of the dollar had a negative impact on reported revenues in 2015 and while we expect our revenues will continue to increase in 2016 in our functional currencies, it is likely that a strong dollar will continue to have a negative impact on our reported revenues. In addition, a significant portion of our programming content is purchased pursuant to dollar-denominated agreements. If the dollar appreciates against our functional currencies, the cost of acquiring such content would be adversely affected. Furthermore, the 2018 Euro Term Loan and the 2019 Euro Term Loan are, and the 2021 Euro Term Loan will be, denominated in Euros. We have not attempted to hedge the foreign exchange exposure on the principal amount of these loans and therefore may experience significant gains and losses on the translation of drawings under these loans and related interest payments into dollars. General market conditions or the global macroeconomic environment may increase our exposure to currency fluctuations, which may have a material adverse effect on our financial position, results of operations and cash flows.

~~We may be unable to refinance our existing indebtedness and may not be able to obtain favorable refinancing terms.~~

~~We have a substantial amount of indebtedness and we face the risk that we will not be able to renew, repay or refinance our indebtedness when due, or that the~~ terms of any renewal or refinancing will not be on better terms than those of such indebtedness being refinanced. Under the 2017 Term Loan Agreement (prior to repayment), the 2021 Revolving Credit Facility (when drawn), and the Reimbursement Agreement, we can incur only limited amounts of additional indebtedness, which includes indebtedness incurred to refinance existing indebtedness. In the event we are not able to refinance our indebtedness, we might be forced to dispose of assets on disadvantageous terms or reduce or suspend operations, any of which would materially and adversely affect our financial condition, results of operations and cash flows.

~~We may be subject to changes in tax rates and exposure to additional tax liabilities.~~

We are subject to taxes in a number of foreign jurisdictions, including in respect of our operations as well as capital transactions undertaken by us. We are subject to regular review and audit by tax authorities, and in the ordinary course of our business there are many transactions and calculations where the ultimate tax determination is uncertain. Significant judgment is required in determining our provision for taxes. The final determination of our tax liabilities resulting from tax audits, related proceedings or otherwise could be materially different from our tax provisions. Economic and political pressures to increase receipts in various jurisdictions may make taxation and tax rates subject to significant change and the satisfactory resolution of any tax disputes more difficult. The occurrence of any of these events could have a material adverse effect on our financial position, results of operations and cash flows.

~~A default by us in connection with our obligations under our outstanding indebtedness could result in our inability to continue to conduct our business.~~

Pursuant to the terms of the indenture governing the 2017 PIK Notes and the agreements governing the 2017 Term Loan (prior to their repayment), the 2021 Revolving Credit Facility (when drawn) and the Reimbursement Agreement, we pledged all of the shares of CME NV and of CME BV, which together own substantially all of the interests in our operating subsidiaries, as security for this indebtedness. If we or these subsidiaries were to default under the terms of any of the relevant indentures or agreements, the secured parties under such indentures and agreements would have the ability to sell all or a portion of the assets pledged to them in order to pay amounts outstanding under such debt instruments. This could result in our inability to conduct our business.

~~We may not be successful in continuing our attempts to diversify and enhance our revenues.~~

We are focused on creating additional revenue streams from our broadcast operations as well as increasing revenues generated from broadcast advertising, which is how we generate most of our revenues. Our main efforts with respect to this strategy are on increasing carriage fees from cable and satellite operators for carriage of our channels as well as continuing to seek improvements in advertising pricing. We are also working to build-out our offerings of advertising video-on-demand products and other opportunities for advertising online. During prior negotiations to implement our carriage fees strategy, some cable and satellite operators suspended the broadcast of our channels, which affects the reach and audience shares of those operations and as a result, advertising revenues. There is a risk that operators may refuse to carry our channels while carriage fee negotiations are ongoing or that clients withdraw advertising from our channels or reduce spending as a result of reduced coverage, or that going forward we will not be successful in renewing carriage fee agreements on the same or better terms, which may have an adverse impact on our results of operations and cash flows. If we are ineffective in achieving further carriage fee increases, our profitability will continue to be dependent primarily on television advertising revenues, which increases the importance placed on our ability to improve advertising pricing and generate advertising revenues. There can be no assurances that our revenue diversification initiatives will ultimately be successful, and if unsuccessful, this may have an adverse impact on our results of operations and cash flows.

~~Index~~

~~A downgrading of our ratings may adversely affect our ability to raise additional financing.~~

Moody’s Investors Service rates our corporate credit as Caa1, with a stable outlook. Standard & Poor’s rates our corporate credit B, with a stable outlook. These ratings reflect each agency’s opinion of our financial strength, operating performance and ability to meet our debt obligations as they become due. Credit rating agencies view liquidity and the key ratios associated with it, such as gross leverage ratio, as a particular priority. We may be subject to downgrades if we fail to maintain adequate levels of liquidity. In the event our debt or corporate credit ratings are lowered by the rating agencies, it will be more difficult for us to refinance our existing indebtedness or raise new indebtedness that may be permitted under the indenture governing the 2017 PIK Notes or the 2017 Term Loan Agreement (prior to their repayment), the 2021 Revolving Credit Facility (when drawn), and the Reimbursement Agreement, and we will have to pay higher interest rates, which would have an adverse effect on our financial position, results of operations and cash flows.

~~If our goodwill, other intangible assets and long-lived assets become impaired, we may be required to record significant charges to earnings.~~

We review our long-lived assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. Goodwill and indefinite-lived intangible assets are required to be assessed for impairment at least annually. Factors that may be considered a change in circumstances indicating that the carrying amount of our goodwill, indefinite-lived intangible assets or long-lived assets may not be recoverable include slower growth rates in our markets, reduced expected future cash flows, increased country risk premium as a result of political uncertainty and a decline in stock price and market capitalization. We consider available current information when calculating our impairment charge. If there are indicators of impairment, our long-term cash flow forecasts for our operations deteriorate or discount rates increase, we may be required to recognize additional impairment charges in later periods. See Part II, Item 8, ~~Note 4, "Goodwill and Intangible Assets"~~ ~~for the carrying amounts of goodwill in each of our reporting units.~~

~~Changes to our business could result in future costs or charges.~~

We periodically adjust our business strategy in response to particular events and circumstances, including economic conditions, industry changes and technological developments. In connection with the implementation of new strategies, we may decide to restructure certain of our operations, businesses or assets in order to optimize our cost structure and capture operating efficiencies. For example, we incurred charges of approximately US$ 9.9 million related to restructuring in 2014 and US$ 18.5 million in 2013 and total severance costs of approximately US$ 7.1 million during 2013. We pursued limited restructuring initiatives in 2015 and have incurred related restructuring charges. Similar events in the future could also result in restructuring and other charges and the incurrence of additional costs or may require significant management time to implement. If any such charges are material, they could have an adverse impact on our results of operations and cash flows.

~~Risks Relating to Our Operations~~

~~Programming content may become more expensive to produce or acquire or we may not be able to develop or acquire content that is attractive to our audiences.~~

Television programming is one of the most significant components of our operating costs. The ability of programming to generate advertising revenues depends substantially on our ability to develop, produce or acquire programming that matches audience tastes and attracts high audience shares, which is difficult to predict. The commercial success of a program depends on several tangible and intangible factors, including the impact of competing programs, the availability of alternate forms of entertainment and leisure time activities, our ability to anticipate and adapt to changes in consumer tastes and behavior, and general economic conditions. While we have been successful in reducing content costs compared to prior periods, the cost of acquiring content attractive to our viewers, such as feature films and popular television series and formats, may increase in the future. Our expenditures in respect of locally produced programming may also increase due to competition for talent and other necessary resources and changes in audience tastes in our markets as well as from the implementation of any new laws and regulations mandating the broadcast of a greater number of locally produced programs. In addition, we typically acquire syndicated programming rights under multi-year commitments before knowing how such programming will perform in our markets. In the event any such programming does not attract adequate audience share ~~it may be necessary to increase our expenditures by investing~~ in additional programming, subject to the availability of adequate financial resources, as well as to write down the value of any underperforming programming. Any material increase in content costs could have a material adverse effect on our financial condition, results of operations and cash flows.

~~Our operations are vulnerable to significant changes in viewing habits and technology that could adversely affect us.~~

The television broadcasting industry is affected by rapid innovations in technology. The implementation of these new technologies and the introduction of non-traditional content distribution systems have increased competition for audiences and advertisers. Platforms such as direct-to-home cable and satellite distribution systems, the Internet, subscription and advertising video-on-demand, user-generated content sites and the availability of content on portable digital devices have changed consumer behavior by increasing the number of entertainment choices available to audiences and the methods for the distribution, storage and consumption of content. This development has fragmented television audiences in more developed markets and could adversely affect our ability to retain audience share and attract advertisers as such technologies penetrate our markets. As we adapt to changing viewing patterns, it may be necessary to expend substantial financial and managerial resources to ensure necessary access to new technologies or distribution systems. Such initiatives may not develop into profitable business models. Furthermore, technologies that enable viewers to choose when, how, where and what content to watch, as well as to fast-forward or skip advertisements, may cause changes in consumer behavior that could have a negative impact on our advertising revenues. In addition, compression techniques and other technological developments allow for an increase in the number of channels that may be broadcast in our markets and expanded programming offerings that may be offered to highly targeted audiences. Reductions in the cost of launching new channels could lower entry barriers and encourage the development of increasingly targeted niche programming on various distribution platforms. This could increase the competitive demand for popular programming, resulting in an increase in content costs as we compete for audiences and advertising revenues. A failure to successfully adapt to changes in our industry as a result of technological advances may have an adverse effect on our financial position, results of operations and cash flows.

~~Our operating results are dependent on the importance of television as an advertising medium.~~

We generate most of our revenues from the sale of our advertising airtime on television channels in our markets. Television competes with various other media, such as the Internet, print, radio, and outdoor advertising, for advertising spending. In all of the countries in which ~~we operate, television constitutes~~it operates. These audience shares give the ~~single largest component~~Company a strong advantage over its competition in terms of monetizing its audiences through advertising, carriage fees and on its platforms. In addition, completing the divestiture of all ~~advertising spending. There can be no assurances that~~remaining non-core assets during 2015 allows the television advertising market will maintain its current position among advertising media in our markets. Furthermore, there can be no assurances that changes in the regulatory environment or improvements in technology will not favor other advertising media or other television broadcasters. Increases in competition among advertising media arising from the development of new forms of advertising media and distribution could result in a decline in the appeal of television as an advertising medium generally or of our channels specifically. A decline in television advertising spending as a component of total advertising spending in any period or in specific markets would have an adverse effect on our financial position, results of operations and cash flows.

~~Index~~

~~Piracy of our content may decrease revenues we can earn from our content and adversely impact our business and profitability.~~

Piracy of our content poses significant challenges in our markets. Technological developments, including digital copying, file compressing, the use of international proxies and the growing penetration of high bandwidth internet connections, have made it easier to create, transmit and distribute high quality unauthorized copies of content in unprotected digital formats. Furthermore, there are a growing number of video streaming sites, increasing the risk of online transmission of our content without consent. The proliferation of such sites broadcasting content pirated from us could result in a reduction of revenues that we receive from the legitimate distribution of our content, including through video-on-demand and other services. Protection of our intellectual property is in large part dependent on the manner in which applicable intellectual property laws in the countries in which we operate are construed and enforced. We seek to limit the threat of content piracy. However, detecting and policing the unauthorized use of our intellectual property is often difficult and remedies may be limited under applicable law. Steps we take may not prevent the infringement by third parties. There can be no assurance that our efforts to enforce our rights and protect our intellectual property will be successful in preventing piracy, which limits our ability to generate revenues from our content.

~~Our operations are in developing markets where there are additional risks related to political and economic uncertainty, biased treatment and compliance with evolving legal and regulatory systems.~~

Our revenue-generating operations are located in Central and Eastern Europe and we may be significantly affected by risks that may be different to those posed by investments in more developed markets. These risks include, but are not limited to, social and political instability, inconsistent regulatory or judicial practice, and increased taxes and other costs. The economic and political systems, legal and tax regimes, regulatory practices, standards of corporate governance and business practices of countries in this region continue to develop. Policies and practices may be subject to significant adjustments, including following changes in political leadership. This may result in social or political instability or disruptions and the potential for political influence on the media as well as inconsistent application of tax and legal regulations, arbitrary treatment before regulatory or judicial authorities and other general business risks. Other potential risks inherent in markets with evolving economic and political environments include exchange controls, higher taxes, tariffs and other levies as well as longer payment cycles. The relative level of development of our markets and the influence of local politics also present a potential for biased treatment of us before regulators or courts in the event of disputes. If such a dispute occurs, those regulators or courts might favor local interests over our interests. Ultimately, this could lead to the loss of one or more of our business operations.

Furthermore, we must comply with a wide variety of laws and other regulatory obligations in these jurisdictions. Compliance with foreign as well as applicable U.S. laws and regulations related to our businesses, such as broadcasting content and advertising regulations, competition regulations, tax laws, employment laws, data protection requirements, and anti-corruption laws, increases the costs and risks of doing business in these jurisdictions. We have implemented policies and procedures that are designed to ensure our employees, contractors and agents comply with these laws and regulations; however, a violation of such laws and regulations or the Company’s policies and procedures could occur. For example, we have become aware of provisions in the tax regulations of one of our markets that shift the liability for taxes on gains resulting from certain capital transactions from the seller to the buyer, which may have been applicable to an acquisition made by us. While we do not believe we have any liability connected to this transaction, any failure to comply with applicable laws and regulations, whether inadvertent or otherwise, may result in legal or regulatory proceedings being initiated against us. Any legal and regulatory proceedings or developments in respect of our compliance with, or changes in the interpretation or application of, existing laws or regulations, may require us to incur substantial costs, cause us to change our business practices, damage our reputation or expose us to unanticipated civil or criminal liability, including fines and other penalties that may be substantial. This could have a material adverse effect on our business, financial position, results of operations and cash flows.

We may not be aware of all related party transactions, which may involve risks of conflicts of interest that result in transactions being concluded on less favorable terms than could be obtained in arm’s-length transactions.

In our markets, the officers, general directors, other members of management or employees of our operating companies may have other business interests, including interests in television and other media-related companies. We may not be aware of all business interests or relationships that exist with respect to entities with which our operating companies enter into transactions. Transactions with related parties, whether or not we are aware of any such relationships between our employees and third parties, may present conflicts of interest and may result in the conclusion of transactions on terms that are not arm’s-length. It is likely that we and our subsidiaries will continue to enter into related party transactions in the future. In the event there are transactions with persons who subsequently are determined to be related parties or affiliates, we may be required to make additional disclosure and, if such contracts are material, may not be in compliance with certain covenants under the indenture governing the 2017 PIK Notes and the 2017 Term Loan Agreement (prior to their repayment), the 2021 Revolving Credit Facility (when drawn) or the Reimbursement Agreement. Any related party transaction that is entered into on terms that are not arm’s-length may result in a negative impact on our financial position, results of operations and cash flows.

~~We rely on network and information systems and other technology that may be subject to disruption or misuse, which could harm our business or our reputation.~~

We make extensive use of network and information systems and other technologies, including those related to our internal network management as well as our broadcasting operations. These systems are central to many of our business activities. Network and information systems-related events, such as computer hackings, computer viruses, worms or other destructive or disruptive software, process breakdowns, malicious activities or other security breaches could result in a disruption or degradation of our services, the loss of information or the improper disclosure of personal data. The occurrence of any of these events could negatively impact our business by requiring us to expend resources to remedy such a security breach or by harming our reputation. In addition, improper disclosure of personal data could subject us to liability under laws that protect personal data in the countries in which we operate. The development and maintenance of systems to prevent these events from occurring requires ongoing monitoring and updating as efforts to overcome security measures become more sophisticated. As technologies evolve, we will need to expend additional resources to protect our technology and information systems, which could have an adverse impact on our results of operations.

~~Index~~

~~Our broadcasting licenses may not be renewed and may be subject to revocation.~~

We require broadcasting and, in some cases, other operating licenses as well as other authorizations from national regulatory authorities in our markets in order to conduct our broadcasting business. While our broadcasting licenses for our operations in Slovenia and the Slovak Republic are valid for indefinite time periods, our other broadcasting licenses expire at various times through 2028. While we expect that our material licenses and authorizations will be renewed or extended as requiredCompany to continue to ~~operate our business, we cannot guarantee that~~focus its efforts on its broadcast assets. Key elements of this ~~will occur or that they will not be subject to revocation, particularly in markets where there is relatively greater political risk as a result~~are the production of less developed political and legal institutions. The failure to comply in all material respects with the terms of broadcasting licenses or other authorizations or with applications filed in respect thereto may result in such licenses or other authorizations not being renewed or otherwise being terminated. Furthermore, no assurances can be given that renewals or extensions of existing licenses will be issued on the same terms as existing licenses or that further restrictions or conditions will not be imposed in the future. Any non-renewal or termination of any other broadcasting or operating licenses or other authorizations or material modification of the terms of any renewed licenses may have a material adverse effect on our financial position, results of operations and cash flows.

~~Our success depends on attracting and retaining key personnel.~~

Our success depends partly upon the efforts and abilities of our key personnel and our ability to attract and retain key personnel. Our management teams have significant experience in the media industry and have made important contributions to our growth and success. Although we have been successful in attracting and retaining such people in the past, competition for highly skilled individuals is intense. There can be no assurance that we will continue to be successful in attracting and retaining such individuals in the future. The loss of the services of any of these individuals could have an adverse effect on our businesses, results of operations and cash flows.

~~Risks Relating to Enforcement Rights~~

~~We are a Bermuda company and enforcement of civil liabilities and judgments may be difficult.~~

We are a Bermuda company. Substantially all of our assets and all of our operations are located, and all of our revenues are derived, outside the United States. In addition, several of our directors and officers are non-residents of the United States, and all or a substantial portion of the assets of such persons are or may be located outside the United States. As a result, investors may be unable to effect service of process within the United States upon such persons, or to enforce against them judgments obtained in the United States courts, including judgments predicated upon the civil liability provisions of the United States federal and state securities laws. There is uncertainty as to whether the courts of Bermuda and the countries in which we operate would enforce (a) judgments of United States courts obtained against us or such persons predicated upon the civil liability provisions of the United States federal and state securities laws or (b) in original actions brought in such countries, liabilities against us or such persons predicated upon the United States federal and state securities laws.

~~Our bye-laws restrict shareholders from bringing legal action against our officers and directors.~~

Our bye-laws contain a broad waiver by our shareholders of any claim or right of action in Bermuda, both individually and on our behalf, against any of our officers or directors. The waiver applies to any action taken or concurred in by an officer or director, or the failure of an officer or director to take any action, in the performance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the officer or director. This waiver limits the right of shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty.

~~Risks Relating to our Common Stock~~

~~Our share price may be adversely affected by sales of unregistered shares or future issuances of our shares.~~

Time Warner is the largest holder of shares of our Class A common stock, holding 61,407,775 unregistered shares of Class A common stock, one share of Series A preferred stock, 200,000 shares of Series B preferred stock and warrants to acquire 100,926,996 shares of our Class A common stock (the "TW Warrants"). The share of Series A preferred stock is convertible into 11,211,449 shares of Class A common stock. The shares of Series B preferred stock are convertible into shares of Class A common stock from June 25, 2016local content, keeping its television stations at the ~~option~~forefront of Time Warner (subject to certain exceptions). As of December 31, 2015, the 200,000 shares of Series B preferred stock were convertible into approximately 99.5 million shares of Class A common stock. The TW Warrants are exercisable for shares of Class A common stock from May 2, 2016 until May 2, 2018, subject to the right of Time Warner to exercise such warrants prior to May 2, 2016trends in certain circumstances. Time Warner has registration rights with respect to all its shares of Class A common stock now held or hereafter acquired. Furthermore, there are additional unregistered shares of our Class A common stock outstandingmedia consumption and shares of Class A common stock underlying other warrants that may enter into trading. For additional information on the Series A preferred stock, Series B preferred stock and TW Warrants, see Part II, Item 8, Note 12, "Convertible Redeemable Preferred Shares" and Note 13, "Equity".

~~We cannot predict what effect, if any, the entry into trading of previously issued unregistered shares of Class A common stock will have on the~~making them market ~~price of our shares. We may also issue additional shares of Class A common stock or securities convertible into our equity~~leaders in the future. If more shares of our Class A common stock (or securities convertible into or exchangeable for shares of our Class A common stock) are issued to Time Warner, the economic interests of current shareholders may be diluted and the price of our shares may be adversely affected.

~~The interests of Time Warner may conflict with the interests of other investors.~~

~~Time Warner is able to exercise voting power in us with respect to~~ ~~49.4%~~ of our outstanding shares of Class A common stock. As such, Time Warner is in a position to exercise significant influence over the outcome of corporate actions requiring shareholder approval, such as the election of directors or certain transactions. Following the issuance of the TW Warrants, the aggregate economic interest of Time Warner in us is approximately ~~75.7%~~, (without giving effect to the accretion of the Series B Preferred Stock after December 31, 2015). Furthermore, Time Warner has the right to appoint one less than the number required to constitute a majority of our board of directors, provided that Time Warner continues to own not less than 40% of the voting power of the Company. In addition, we are party to an amended investor rights agreement with Time Warner and the other parties thereto under which, among other things, Time Warner was granted a contractual preemptive right (subject to certain exclusions) with respect to issuances of the Company’s equity securities, which permits it to maintain its pro rata economic interest as well as a right to top any offer that would result in a change of control of the Company. Under Bermuda law, there is no takeover code or similar legislation requiring an acquirer of a certain percentage of our Class A common stock to tender for the remaining publically held shares. In certain circumstances, the interests of Time Warner as our largest shareholder could be in conflict with the interests of minority shareholders.

~~Index~~

Furthermore, in addition to being our largest shareholder Time Warner is our largest secured creditor, as it holds or guarantees 92.7% of our outstanding senior indebtedness as at December 31, 2015, and will hold or guarantee 100% of our outstanding senior indebtedness following the completion of the transactions contemplated in Note 26, "Subsequent Events". Time Warner will be entitled to vote or otherwise make decisions in its capacity as a lender under the 2017 Term Loan (prior to its repayment) and the 2021 Revolving Credit Facility (when drawn) or as a guarantor under the Reimbursement Agreement. The 2017 Term Loan (prior to its repayment), the 2021 Revolving Credit Facility (when drawn) and the Reimbursement Agreement contain maintenance covenants in respect of interest cover, cash flow cover and total leverage ratios and have more restrictive provisions than equivalent provisions contained in the indenture governing the 2017 PIK Notes, including covenants in respect of the incurrence of indebtedness (including refinancing indebtedness), the provision of guarantees, making investments and granting security and certain events of default. As such, Time Warner may be in a position to determine whether to permit transactions, waive defaults or accelerate such indebtedness or take other steps in its capacity as a secured creditor in a manner that might not be consistent with the interests of the holders of our Class A common stock or other holders of our indebtedness.

~~The price of our Class A common stock is likely to remain volatile.~~

The market price of shares of our Class A common stock may be influenced by many factors, some of which are beyond our control, including those described above under “Risks Relating to Our Operations” as well as the following: general economic and business trends, variations in quarterly operating results, license renewals, regulatory developments in our operating countries and the European Union, the condition of the media industry in our operating countries, the volume of trading in shares of our Class A common stock, future issuances of shares of our Class A common stock and investors’ and securities analysts’ perception of us and other companies that investors or securities analysts deem comparable in the television broadcasting industry. In addition, stock markets in general have experienced extreme price and volume fluctuations that have often been unrelated to and disproportionate to the operating performance of broadcasting companies. These broad market and industry factors may materially reduce the market price of shares of our Class A common stock, regardless of our operating performance.

~~Our business could be negatively impacted as a result of shareholder activism.~~

On November 18, 2015, TCS Capital Management, LLC, a beneficial owner of more than 10% of our shares, submitted a letter to the Board of Directors and filed a Schedule 13D disclosing its ownership interest. In recent years, shareholder activists, such as TCS Capital, have become involved in numerous public companies. Shareholder activists frequently propose to involve themselves in the governance, strategic direction and operations of the Company. Such proposals may disrupt our business and divert the attention of our management and employees, and any perceived uncertainties as to our future direction resulting from such a situation could result in the loss of potential business opportunities, be exploited by our competitors, cause concern to our current or potential customers, and make it more difficult to attract and retain qualified personnel and business partners, all of which could adversely affect our business. In addition, actions of activist shareholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

~~ITEM 1B. UNRESOLVED STAFF COMMEN~~TS

~~None.~~

~~ITEM 2. PROPERTIES~~

We own and lease properties in the countries in which we operate. These facilities are fully utilized for current operations, are in good condition and are adequately equipped for purposes of conducting broadcasting, content production or such other operations as we require. We believe that suitable additional space is available on acceptable terms in the event of an expansion of our businesses. The table below provides a brief description of our significant properties.



~~Location~~	~~Property~~	~~Use~~
~~Hamilton, Bermuda~~	~~Leased office~~	~~Registered office, Corporate~~
~~Amsterdam, The Netherlands~~	~~Leased office~~	~~Corporate office, Corporate~~
~~Sofia, Bulgaria~~	~~Leased buildings~~	~~Office and studio space (Bulgaria segment)~~
~~Zagreb, Croatia~~	~~Owned and leased buildings~~	~~Office and studio space (Croatia segment)~~
~~Prague, Czech Republic~~	~~Owned and leased buildings~~	~~Administrative center, Corporate;~~ ~~Office and studio space (Czech Republic segment)~~
~~Bucharest, Romania~~	~~Owned and leased buildings~~	~~Office and studio space (Romania segment)~~
~~Bratislava, Slovak Republic~~	~~Owned buildings~~	~~Office and studio space (Slovak Republic segment)~~
~~Ljubljana, Slovenia~~	~~Owned and leased buildings~~	~~Office and studio space (Slovenia segment)~~

~~For further information on the cash resources that fund these facility-related costs, see Part II, Item 7, III, "Liquidity and Capital Resources."~~

~~ITEM 3. LEGAL PROCEEDINGS~~

~~General~~

We are from time to time party to legal proceedings, arbitrations and regulatory proceedings arising in the normal course of our business operations, including the proceeding described below. We evaluate, on a quarterly basis, developments in such matters and provide accruals for such matters, as appropriate. In making such decisions, we consider the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of the amount of a loss. An unfavorable outcome in any such proceedings, if material, could have an adverse effect on our business or consolidated financial statements.their respective countries.

~~Slovenian Competition Proceeding~~2015 Financial Highlights

On April 24, 2013, the Competition Protection Agency of the Republic of Slovenia (“CPA”) adopted a decision finding that our wholly-owned subsidiary Produkcija Plus d.o.o. (“Pro Plus”) has abused a dominant position on the Slovenian television advertising market in breach of applicable competition law, by requiring exclusivity from its advertising customers and by applying loyalty discounts in favor of its customers. Pro Plus filed an appeal with the Slovenian Supreme Court on May 24, 2013. On December 3, 2013, the Slovenian Supreme Court affirmed the decision of the CPA. Subsequent to this affirmation, the CPA adopted a decision to impose a fine of EUR 5.1 million. Pro Plus appealed the decision and the fine was overturned and the proceedings to impose a fine were terminated. The CPA filed an appeal to this ruling, which an appellate court refused on October 9, 2015, confirming the ruling of the lower court to terminate the fining proceeding. As a result, no fine will be imposed.

~~ITEM 4. MINE SAFETY DISCLOSURES~~

~~Not applicable.~~

~~PART II~~


~~ITEM 5.~~	~~MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~

Shares of Class A common stock of Central European Media Enterprises Ltd. began trading on the NASDAQ National Market (since renamed the NASDAQ Global Select Market) on October 13, 1994 under the trading symbol “CETV” and began trading on the Prague Stock Exchange on June 27, 2005 under the trading symbol "CETV".

On ~~February 17, 2016, the last reported sales price for shares of our Class A common stock was US$~~ ~~2.38~~.

~~The following table sets forth the high and low prices for shares of our Class A common stock for each quarterly period during the last two fiscal years.~~

2015 2014

High
(US$ / Share)

Low
(US$ / Share)

High
(US$ / Share)

Low
(US$ / Share)
Fourth Quarter $ 2.80
$ 1.92
$ 3.23
$ 2.12
Third Quarter 2.50
1.84
2.92
2.25
Second Quarter 2.83
1.97
3.22
2.45
First Quarter 3.22
2.55
5.17
2.58

At ~~February 17, 2016, there were approximately 57 holders of record (including brokerage firms and other nominees) of shares of Class A common stock.~~

6,000,000 shares have been authorized for issuance in respect of equity awards under 2015 Stock Incentive Plan in addition to any shares available under the Amended and Restated Stock Incentive Plan (which expired on June 1, 2015), including in respect of any awards that expire, terminate or are forfeited (see Item 8, Note 18, "Stock-based Compensation"). See Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for further information.

~~DIVIDEND POLICY~~

~~We have not declared or paid and have no present intention to declare or pay in the foreseeable future any cash dividends in respect to any class of our shares of common stock.~~

~~PURCHASE OF OWN STOCK~~

~~We did not purchase any of our own stock in~~ ~~2015~~.

~~Index~~

~~PERFORMANCE GRAPH~~

The following performance graph is a line graph comparing the change in the cumulative shareholder return of the Class A common stock against the cumulative total return of the NASDAQ Composite Index and the Dow Jones Europe Stock Index between December 31, 2010 and December 31, ~~2015~~.

~~Value of US$ 100 invested at December 31, 2010 as of~~ ~~December 31, 2015~~:

Central European Media Enterprises Ltd. $ 13.22
NASDAQ Composite Index $ 190.96
Dow Jones Europe Stock Index $ 108.80

~~ITEM 6. SELECTED FINANCIAL DATA~~

Our selected consolidated financial data should be read together with our consolidated financial statements and related notes included in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

~~The following tables set forth the selected consolidated financial data for each of the years in the five-year period ended~~ ~~December 31, 2015~~. The selected consolidated financial data is qualified in its entirety and should be read in conjunction with Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data”. We have derived the consolidated statements of operations and comprehensive income data for the years ended ~~December 31, 2015, 2014 and~~ ~~2013~~ ~~and the consolidated balance sheet data as of~~ ~~December 31, 2015~~ and 2014 from the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The consolidated statements of operations and comprehensive income data for the years ended December 31, ~~2012~~ ~~and~~ ~~2011~~ ~~and the balance sheet data as of December 31,~~ ~~2013~~, ~~2012~~ ~~and~~ ~~2011~~ ~~were derived from consolidated financial statements that are not included in this Annual Report on Form 10-K.~~

~~Index~~

For The Year Ending December 31,
(US$ 000's, except per share data)
2015
2014
2013
2012
2011
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME DATA:
Net revenues $ 605,841
$ 680,793
$ 633,134
$ 705,999
$ 801,511
Operating income / (loss) 94,583
38,280
(180,017 ) (479,789 ) 27,183
Loss from continuing operations (102,285 ) (151,465 ) (276,434 ) (535,708 ) (157,517 )
Loss from discontinued operations, net of tax (13,287 ) (80,431 ) (5,099 ) (10,685 ) (22,088 )
Net loss attributable to CME Ltd. $ (114,901 ) $ (227,428 ) $ (277,651 ) $ (535,680 ) $ (174,611 )

PER SHARE DATA:
Net loss per common share from:
Continuing operations - Basic $ (0.81 ) $ (1.11 ) $ (2.23 ) $ (6.83 ) $ (2.37 )
Continuing operations - Diluted (0.81 ) (1.11 ) (2.23 ) (6.83 ) (2.37 )
Discontinued operations - Basic (0.09 ) (0.55 ) (0.04 ) (0.13 ) (0.34 )
Discontinued operations - Diluted (0.09 ) (0.55 ) (0.04 ) (0.13 ) (0.34 )
Net loss attributable to CME Ltd. - Basic (0.90 ) (1.66 ) (2.27 ) (6.96 ) (2.71 )
Net loss attributable to CME Ltd. - Diluted (0.90 ) (1.66 ) (2.27 ) (6.96 ) (2.71 )

Weighted average common shares used in computing per share amounts (000’s):
Basic 146,866 146,509 125,723
76,919
64,385
Diluted 146,866 146,509 125,723
76,919
64,385

CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents $ 61,679
$ 34,298
$ 102,322
$ 136,543
$ 181,301
Other current assets 296,605
340,571
424,958
460,156
443,529
Non-current assets 1,095,917
1,244,491
1,434,593
1,578,016
2,056,939
Total assets $ 1,454,201
$ 1,619,360
$ 1,961,873
$ 2,174,715
$ 2,681,769

Current liabilities $ 146,308
$ 450,527
$ 322,681
$ 298,047
$ 262,241
Non-current liabilities 988,054
667,725
990,301
1,245,401
1,401,586
Temporary equity 241,198
223,926
207,890
—
—
CME Ltd. shareholders' equity 77,260
279,794
440,108
626,061
1,001,692
Noncontrolling interests 1,381
(2,612 ) 893
5,206
16,250
Total liabilities and equity $ 1,454,201
$ 1,619,360
$ 1,961,873
$ 2,174,715
$ 2,681,769

~~Index~~

~~ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

~~Please refer to page~~ 2 ~~of this Annual Report on Form 10-K for a list of defined terms used herein.~~

~~The exchange rates used in this report are as at December 31, 2015, unless otherwise indicated.~~

~~Index~~

~~I. Executive Summary~~

~~CME Strategy~~

Our operations comprise a unique collection of broadcast assets across Central and Eastern Europe that each enjoy strong competitive positions due to audience share leadership, brand strength, strong local content, and the depth and experience of country management. The reach and affinity we provide advertisers supports our premium pricing model. We believe these competitive advantages position the company to benefit if forecast economic growth leads to growth of the television advertising markets in the countries in which we operate.

We are focused on enhancing the performance of our broadcast assets in each country over the short- and medium-term, which we expect will continue improving operating margins and free cash flow generation. The main elements of our strategy are as follows:

~~leveraging popular content to maintain or increase our audience and advertising market shares in all of our operating countries;~~

~~driving growth in advertising revenues through our pricing strategies;~~

~~developing additional revenue streams;~~

~~optimizing content costs while safeguarding our brands and competitive strengths; and~~

~~maintaining a strict cost discipline by controlling other expenses.~~

As market leaders with experienced management teams in each country, we are uniquely positioned to identify new challenges in a timely manner and adjust our strategy as new opportunities or threats arise.

~~Summary of Results~~

We manage our business on a geographical basis with six operating segments: Bulgaria, Croatia, the Czech Republic, Romania, the Slovak Republic and Slovenia. These operating segments, which are also our reportable segments, reflect how our operating performance is evaluated by our chief operating decision makers, who we have identified as our Co-Chief Executive Officers; how our operations are managed by segment managers; and the structure of our internal financial reporting.

We evaluate the performance of our segments based on net revenues and OIBDA. OIBDA, which includes amortization and impairment of program rights, is defined as operating income / loss before depreciation, amortization of intangible assets and impairments of assets and certain unusual or infrequent items that are not considered by our chief operating decision makers when evaluating our performance. Items that are not allocated to our segments for purposes of evaluating their performance and therefore are not included in their OIBDA, include stock-based compensation and certain other items.

Our key performance measure of the efficiency of our segments is OIBDA margin. We define OIBDA margin as the ratio of OIBDA to net revenues. We believe OIBDA is useful to investors because it provides a meaningful representation of our performance as it excludes certain items that either do not impact our cash flows or the operating results of our operations. OIBDA and free cash flow, as defined below, are also used as components in determining management bonuses. Intersegment revenues and profits have been eliminated on consolidation.

Free cash flow is defined as cash flows from continuing operating activities, less purchases of property, plant and equipment, net of disposals of property, plant and equipment and excludes the cash impact of certain unusual or infrequent items that are not included in costs charged in arriving at OIBDA because they are not considered by our chief operating decision makers when evaluating performance. Free cash flow is useful as a measure of our ability to generate cash. OIBDA and free cash flow are non-GAAP financial measures and may not be comparable to similar measures reported by other companies. Non-GAAP financial measures should be evaluated in conjunction with, and are not a substitute for, US GAAP financial measures. For additional information regarding our business segments, including a reconciliation to US GAAP financial measures, see Item 8, ~~Note 21, "Segment Data"~~.

The following sections contain references to like-for-like or constant currency percentage movements (“% Lfl”). These references reflect the impact of applying the current period average exchange rates to the prior period revenues and costs. Given the significant movement of the currencies in the markets in which we operate against the dollar, we believe that it is useful to provide percentage movements based on like-for-like percentage movements as well as actual (“% Act”) percentage movements (which includes the effect of foreign exchange). Unless otherwise stated, all percentage increases or decreases in the following analysis refer to year-on-year percentage changes.

The following tables provide a summary of our consolidated results for the years ended December 31, 2015, ~~2014~~ and ~~2013~~:2014:


	For The Year Ending December 31, (US$ 000's)																	For The Year Ending December 31, (US$ 000's)
					Movement									Movement								Movement
	2015		2014		% Act		% Lfl		2014		2013			% Act		% Lfl		2014		2015		% Act		% Lfl
Net revenues	$	605,841	$	680,793	(11.0	)%	5.9	%	$	680,793	$	633,134		7.5	%	10.4	%	$	680,793	$	605,841	(11.0	)%	5.9	%
OIBDA	122,815		95,446		28.7	%	52.9	%	95,446		(48,405		)	NM ⁽¹⁾		NM ⁽¹⁾		95,446		122,815		28.7	%	52.9	%
Operating income / (loss)	94,583		38,280		147.1	%	198.2	%	38,280		(180,017		)	NM ⁽¹⁾		NM ⁽¹⁾
Operating income																		38,280		94,583		147.1	%	198.2	%

⁽¹⁾~~Number is not meaningful.~~

~~Our consolidated~~Consolidated net revenues increased 6% at constant exchange rates in 2015 compared to ~~2014 primarily due to an increase in television advertising revenue.~~2014. Television advertising spending in the Company’s markets ~~of the countries in which we operate~~ grew 6% in 2015 compared to 2014. ~~Our television~~Television advertising revenues grew 6% at constant rates and ~~our~~the Company’s market share increased in three countries, most notably in ~~our~~its largest market, the Czech Republic. Carriage fees and subscription revenues also increased 9% ~~due primarily to growth in the number of subscribers reported by cable, satellite and Internet protocol television ("IPTV") operators.~~. However, since the dollar was significantly stronger against the currencies of ~~our~~the Company’s operations during 2015 than it was in 2014, the impact of foreign exchange rates more than offset the underlying improvement in ~~our~~ revenues, resulting in a decrease in consolidated net revenues of 11% at actual rates compared to 2014.

~~Index~~

On a constant currency basis, costs charged in arriving at OIBDA¹ decreased 2% in 2015 compared to ~~2014 primarily due to lower content costs and fewer restructuring charges. We continue~~2014. The Company continues to focus on controlling costs, and content costs decreased, which reflected savings from better utilization of ~~our~~its program library, more efficient own production, and foreign programming acquired at better prices and available for additional runs. ~~These savings more than offset limited targeted investments in programming in certain countries to counter increased competition for audience share.~~ Costs charged in arriving at OIBDA decreased by 17% at actual rates in 2015 compared to 2014.

~~We believe our~~OIBDA increased by 53% on a constant currency basis in 2015 compared to 2014 and the OIBDA margin improved to 20% in 2015 from 14% in 2014. This reflects the Company’s continued focus on better monetization of our broadcast assets while maintaining a strict cost ~~discipline resulted in a significant improvement in our OIBDA margin, which increased to 20% in 2015 from 14% in 2014.~~discipline.

The tax audit of Pro TV in Romania was completed in the third quarter of 2015. We released the US$ 12.0 million provision recorded in the fourth quarter of 2014 and the US$18.2 million provision recorded in the first quarter of 2015 (see Item 8, Note 22, "Commitments and Contingencies"). Since these charges were not included in OIBDA, our reversal of these charges during the third quarter of 2015 has similarly been excluded from OIBDA.

We completed the divestiture of all remaining non-core assets during 2015. This will allow us to continue to focus our efforts on our broadcast assets, a key element of which is the production of local content, keeping our television stations at the forefront of trends in media consumption and making them market leaders in their respective countries. The results of each of these businesses have been included as discontinued operations for all periods presented.

There were no impairment charges in respect of goodwill and intangible assets during 2015 or 2014. The improvement in OIBDA, as well as the reversal of the provision related to the tax audit in Romania, resulted in a significant increase in operating income for 2015 compared to 2014.

~~We remained market leaders during~~ ~~2015~~ in terms of audience share in all of the countries in which we operate. These audience shares give us a strong advantage over our competition, and we intend to capitalize on this by concentrating our efforts on improving the monetization of our audiences.

Free Cash Flow


	For The Year Ending December 31, (US$ 000's)																For The Year Ending December 31, (US$ 000's)
	2015			2014			Movement		2014			2013			Movement		2014			2015			Movement
Net cash generated from / (used in) operating activities	$	85,877		$	(65,242	)	NM ⁽¹⁾		$	(65,242	)	$	(61,070	)	(6.8	)%
Net cash (used in) / generated from operating activities																	$	(65,242	)	$	85,877		NM ^(a)
Capital expenditures, net	(30,426		)	(28,548		)	(6.6	)%	(28,548		)	(29,835		)	4.3	%	(28,548		)	(30,426		)	(6.6	)%
Free cash flow	$	55,451		$	(93,790	)	NM ⁽¹⁾		$	(93,790	)	$	(90,905	)	(3.2	)%	$	(93,790	)	$	55,451		NM ^(a)



BERMUDA		98-0438382
(State or other jurisdiction of incorporation and organization)		(IRS Employer Identification No.)

O'Hara House, 3 Bermudiana Road, Hamilton, Bermuda		HM 08
(Address of principal executive offices)		(Zip Code)



Title of each class		Name of each exchange on which registered
Securities registered pursuant to Section 12(b) of the Act:
CLASS A COMMON STOCK, $0.08 PAR VALUE		NASDAQ Global Select Market, Prague Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
UNIT WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK		~~None.~~None
15.0% FIXED RATE NOTES DUE 2017		~~None.~~None



Large accelerated filer £	Accelerated filer T	Non-accelerated filer £	Smaller reporting company £



~~Document~~		~~Location in 10-K in Which Document is Incorporated~~
~~Registrant's Proxy Statement for the 2016 Annual General Meeting of Shareholders~~		~~Part III~~



~~TABLE OF CONTENTS~~	~~Page~~

~~PART I~~
	~~Item 1~~	~~Business~~	3
	~~Item 1A~~	~~Risk Factors~~	10
	~~Item 1B~~	~~Unresolved Staff Comments~~	15
	~~Item 2~~	~~Properties~~	15
	~~Item 3~~	~~Legal Proceedings~~	15
	~~Item 4~~	~~Mine Safety Disclosures~~	15

~~PART II~~

				~~Item 5~~	~~Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~	15 Page
				~~Item 6~~	~~Selected Financial Data~~	16
	~~Item 7~~	~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~	18
	~~Item 7A~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	42
	~~Item 8~~	~~Financial Statements and Supplementary Data~~	44
	~~Item 9~~	~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~	91
	~~Item 9A~~	~~Controls and Procedures~~	91
	~~Item 9B~~	~~Other Information~~	93

~~PART~~Part III
	Item 10	Directors, ~~Executive~~Executives Officers and Corporate Governance		934
	Item 11	Executive Compensation		937
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		9323
	Item 13	Certain Relationships and Related Transactions, and Director Independence		9325
	Item 14	Principal ~~Accountant~~Accounting Fees and Services		9325

~~PART~~Part IV
	Item 15	Exhibits, ~~and~~ Financial Statement ~~Schedule~~Scheduless		9426

~~SIGNATURES~~			~~101~~

					Signatures



Nominal GDP per capita US$	2015			2014			2013			2012			2011			2010			2009			2008
CME markets	$	11,760		$	11,283		$	10,872		$	10,584		$	10,347		$	9,910		$	9,655		$	9,966
Growth rate	4		%	4		%	3		%	2		%	4		%	3		%	(3		)%	12		%
Developed markets	$	45,304		$	44,117		$	42,972		$	42,167		$	41,315		$	40,170		$	39,014		$	40,308
Growth rate	3		%	3		%	2		%	2		%	3		%	3		%	(3		)%	1		%



Ratio of nominal GDP at PPP per capita	2015		2014		2013		2012		2011		2010		2009		2008
CME markets as a % of developed markets	51	%	50	%	49	%	49	%	49	%	48	%	49	%	49	%



Total advertising spend per capita US$	2015			2014			2013			2012			2011			2010			2009			2008
CME markets	$	33		$	31		$	30		$	31		$	33		$	33		$	35		$	47
Growth rate	5		%	6		%	(5		)%	(7		)%	0		%	(4		)%	(26		)%	12		%
Developed markets	$	337		$	331		$	322		$	317		$	312		$	305		$	301		$	331
Growth rate	2		%	3		%	2		%	2		%	2		%	1		%	(9		)%	(3		)%



Mix of advertised products	CME markets	Developed markets
Premium	38%	66%
Basic	59%	30%
Other	3%	4%



TV advertising spend per capita US$	2015			2014			2013			2012			2011			2010			2009			2008
CME markets	$	17		$	16		$	15		$	16		$	17		$	17		$	18		$	23
Growth rate	6		%	4		%	(5		)%	(5		)%	0		%	(4		)%	(24		)%	14		%
Developed markets	$	142		$	142		$	138		$	138		$	137		$	134		$	128		$	139
Growth rate	0		%	3		%	0		%	1		%	2		%	5		%	(8		)%	(1		)%



Target Demographic	Channel	Ownership	All day audience share (2015)	Prime time audience share (2015)

(18-49)	BTV	CME	31.5%	36.6%
	NOVA TV	MTG	19.4%	21.8%
	BNT 1	Public television	5.8%	7.0%



	2015				2014
	High (US$ / Share)		Low (US$ / Share)		High (US$ / Share)		Low (US$ / Share)
Fourth Quarter	$	2.80	$	1.92	$	3.23	$	2.12
Third Quarter	2.50		1.84		2.92		2.25
Second Quarter	2.83		1.97		3.22		2.45
First Quarter	3.22		2.55		5.17		2.58



Central European Media Enterprises Ltd.	$	13.22
NASDAQ Composite Index	$	190.96
Dow Jones Europe Stock Index	$	108.80



	For The Year Ending December 31,
	(US$ 000's, except per share data)
	2015			2014			2013			2012			2011
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME DATA:
Net revenues	$	605,841		$	680,793		$	633,134		$	705,999		$	801,511
Operating income / (loss)	94,583			38,280			(180,017		)	(479,789		)	27,183
Loss from continuing operations	(102,285		)	(151,465		)	(276,434		)	(535,708		)	(157,517		)
Loss from discontinued operations, net of tax	(13,287		)	(80,431		)	(5,099		)	(10,685		)	(22,088		)
Net loss attributable to CME Ltd.	$	(114,901	)	$	(227,428	)	$	(277,651	)	$	(535,680	)	$	(174,611	)

PER SHARE DATA:
Net loss per common share from:
Continuing operations - Basic	$	(0.81	)	$	(1.11	)	$	(2.23	)	$	(6.83	)	$	(2.37	)
Continuing operations - Diluted	(0.81		)	(1.11		)	(2.23		)	(6.83		)	(2.37		)
Discontinued operations - Basic	(0.09		)	(0.55		)	(0.04		)	(0.13		)	(0.34		)
Discontinued operations - Diluted	(0.09		)	(0.55		)	(0.04		)	(0.13		)	(0.34		)
Net loss attributable to CME Ltd. - Basic	(0.90		)	(1.66		)	(2.27		)	(6.96		)	(2.71		)
Net loss attributable to CME Ltd. - Diluted	(0.90		)	(1.66		)	(2.27		)	(6.96		)	(2.71		)

Weighted average common shares used in computing per share amounts (000’s):
Basic	146,866			146,509			125,723			76,919			64,385
Diluted	146,866			146,509			125,723			76,919			64,385

CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents	$	61,679		$	34,298		$	102,322		$	136,543		$	181,301
Other current assets	296,605			340,571			424,958			460,156			443,529
Non-current assets	1,095,917			1,244,491			1,434,593			1,578,016			2,056,939
Total assets	$	1,454,201		$	1,619,360		$	1,961,873		$	2,174,715		$	2,681,769

Current liabilities	$	146,308		$	450,527		$	322,681		$	298,047		$	262,241
Non-current liabilities	988,054			667,725			990,301			1,245,401			1,401,586
Temporary equity	241,198			223,926			207,890			—			—
CME Ltd. shareholders' equity	77,260			279,794			440,108			626,061			1,001,692
Noncontrolling interests	1,381			(2,612		)	893			5,206			16,250
Total liabilities and equity	$	1,454,201		$	1,619,360		$	1,961,873		$	2,174,715		$	2,681,769



Country	2015			2014			2013
Bulgaria	$	87		$	90		$	93
Croatia	89			85			82
Czech Republic	273			263			248
Romania*	194			179			169
Slovak Republic	124			107			103
Slovenia	60			57			60
Total CME Markets	$	827		$	781		$	755
Growth rate	6		%	3		%	(5		)%



	NET REVENUES
	For The Year Ending December 31, (US$ 000's)
							Movement										Movement
	2015			2014			% Act		% Lfl		2014			2013			% Act		% Lfl
Bulgaria	$	73,090		$	87,078		(16.1	)%	0.2	%	$	87,078		$	87,448		(0.4	)%	0.2	%
Croatia	55,912			62,026			(9.9	)%	7.8	%	62,026			61,864			0.3	%	1.5	%
Czech Republic	182,636			202,779			(9.9	)%	6.3	%	202,779			174,939			15.9	%	24.5	%
Romania	157,578			178,614			(11.8	)%	5.4	%	178,614			162,305			10.0	%	11.1	%
Slovak Republic	84,434			90,556			(6.8	)%	11.0	%	90,556			82,404			9.9	%	11.0	%
Slovenia	54,233			61,370			(11.6	)%	5.5	%	61,370			66,656			(7.9	)%	(7.2	)%
Intersegment revenues	(2,042		)	(1,630		)	NM ⁽¹⁾		NM ⁽¹⁾		(1,630		)	(2,482		)	NM ⁽¹⁾		NM ⁽¹⁾
Total Net Revenues	$	605,841		$	680,793		(11.0	)%	5.9	%	$	680,793		$	633,134		7.5	%	10.4	%



	OIBDA
	For The Year Ending December 31, (US$ 000's)
							Movement										Movement
	2015			2014			% Act		% Lfl		2014			2013			% Act		% Lfl
Bulgaria	$	15,479		$	9,367		65.3	%	96.1	%	$	9,367		$	13,391		(30.1	)%	(26.2	)%
Croatia	7,880			7,835			0.6	%	21.9	%	7,835			8,258			(5.1	)%	(2.7	)%
Czech Republic	71,697			61,964			15.7	%	35.1	%	61,964			(9,604		)	NM ⁽¹⁾		NM ⁽¹⁾
Romania	41,176			37,259			10.5	%	31.9	%	37,259			2,454			NM ⁽¹⁾		NM ⁽¹⁾
Slovak Republic	10,585			4,586			130.8	%	164.5	%	4,586			(19,859		)	NM ⁽¹⁾		NM ⁽¹⁾
Slovenia	6,057			5,331			13.6	%	33.6	%	5,331			9,254			(42.4	)%	(40.2	)%
Eliminations	(229		)	(16		)	NM ⁽¹⁾		NM ⁽¹⁾		(16		)	(46		)	NM ⁽¹⁾		NM ⁽¹⁾
Total operating segments	152,645			126,326			20.8	%	42.5	%	126,326			3,848			NM ⁽¹⁾		NM ⁽¹⁾
Corporate	(29,830		)	(30,880		)	3.4	%	(11.4	)%	(30,880		)	(52,253		)	40.9	%	39.1	%
Total OIBDA	$	122,815		$	95,446		28.7	%	52.9	%	$	95,446		$	(48,405	)	NM ⁽¹⁾		NM ⁽¹⁾

OIBDA margin	20.3		%	14.0		%	6.3 p.p.		6.2 p.p.		14.0		%	(7.6		)%	21.7 p.p.		21.5 p.p.



	For the Year Ending December 31, (US$ 000's)
							Movement										Movement
	2015			2014			% Act		% Lfl		2014			2013			% Act		% Lfl
Television advertising	$	50,717		$	61,464		(17.5	)%	(1.6	)%	$	61,464		$	65,569		(6.3	)%	(5.7	)%
Carriage fees and subscriptions	17,853			19,808			(9.9	)%	7.8	%	19,808			16,179			22.4	%	23.1	%
Other	4,520			5,806			(22.1	)%	(6.9	)%	5,806			5,700			1.9	%	3.3	%
Net revenues	73,090			87,078			(16.1	)%	0.2	%	87,078			87,448			(0.4	)%	0.2	%
Costs charged in arriving at OIBDA	57,611			77,711			(25.9	)%	(11.4	)%	77,711			74,057			4.9	%	4.7	%
OIBDA	$	15,479		$	9,367		65.3	%	96.1	%	$	9,367		$	13,391		(30.1	)%	(26.2	)%

OIBDA margin	21.2		%	10.8		%	10.4 p.p.		10.4 p.p.		10.8		%	15.3		%	(4.5) p.p.		(3.8) p.p.



	December 31, 2015		December 31, 2014		Movement
Cash and cash equivalents	$	61,679	$	34,298	79.8	%



	Other Income / (Expense)
	For The Year Ending December 31, (US$ 000's)
	2015			2014			% Act		2014			2013			% Act
Interest expense	$	(171,444	)	$	(142,005	)	(20.7	)%	$	(142,005	)	$	(111,709	)	(27.1	)%
Non-operating expense, net:
Interest income	440			294			49.7	%	294			496			(40.7	)%
Foreign currency exchange (loss) / gain, net	(13,481		)	(12,767		)	(5.6	)%	(12,767		)	20,187			NM ⁽¹⁾
Loss on extinguishment of debt	—			(39,203		)	100.0	%	(39,203		)	(23,115		)	(69.6	)%
Change in fair value of derivatives	4,848			2,311			109.8	%	2,311			104			NM ⁽¹⁾
Other (expense) / income	(17,746		)	267			NM⁽¹⁾		267			(373		)	NM⁽¹⁾
Credit for income taxes	515			1,358			(62.1	)%	1,358			17,993			(92.5	)%
Loss from discontinued operations, net of tax	(13,287		)	(80,431		)	83.5	%	(80,431		)	(5,099		)	NM⁽¹⁾
Net loss attributable to noncontrolling interests	671			4,468			(85.0	)%	4,468			3,882			15.1	%
Other comprehensive loss:
Currency translation adjustment	(89,714		)	(156,236		)	42.6	%	(156,236		)	(58,200		)	(168.4	)%
Unrealized loss on derivative instruments	(839		)	(581		)	(44.4	)%	(581		)	—			NM ⁽¹⁾



	Summarized Consolidated Balance Sheet (US$ 000’s)
	December 31, 2015		December 31, 2014			Movement
Current assets	$	358,284	$	374,869		(4.4	)%
Non-current assets	1,095,917		1,244,491			(11.9	)%
Current liabilities	146,308		450,527			(67.5	)%
Non-current liabilities	988,054		667,725			48.0	%
Temporary equity	241,198		223,926			7.7	%
CME Ltd. shareholders’ equity	77,260		279,794			(72.4	)%
Noncontrolling interests in consolidated subsidiaries	1,381		(2,612		)	NM ⁽¹⁾



	Payments due by period (US$ 000’s)
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt – principal	$	1,069,954	$	—	$	813,744	$	256,210	$	—
Long-term debt – interest	370,021		10,054		274,763		85,204		—
Unconditional purchase obligations	145,315		74,646		58,005		10,139		2,525
Operating leases	9,536		3,473		3,838		1,076		1,149
Capital lease obligations	3,784		1,228		1,971		585		—
Other long-term obligations	39,465		18,322		9,891		10,686		566
Total contractual obligations	$	1,638,075	$	107,723	$	1,162,212	$	363,900	$	4,240



~~Measurement~~		~~Valuation Method~~
~~Recoverability of carrying amounts~~		~~Undiscounted future cash flows~~
~~Fair value of broadcast licenses~~		~~Build-out method~~
~~Fair value of indefinite-lived trademarks~~		~~Relief from royalty method~~
~~Fair value of reporting units~~		~~Discounted cash flow model~~



	Percentage change in cost of capital
Reporting Unit	Between 2014 and 2015 review	Increase necessary to break even
Bulgaria	0.6%	35.8%
Croatia	1.4%	68.8%
Czech Republic	0.2%	7.5%
Romania	(0.2)%	52.1%
Slovak Republic	(0.1)%	110.6%
Slovenia	(0.6)%	N/A ¹


⁽¹⁾	~~The goodwill in the Slovenia reporting unit was fully impaired in 2013.~~



Reporting Unit	Break-even growth rate (%)¹	Growth rate currently implied (%)¹
Bulgaria	1.2%	15.0%
Croatia	47.6%	92.5%
Czech Republic	10.4%	13.8%
Romania	0.7%	17.4%
Slovak Republic	44.0%	66.5%
Slovenia	N/A ²	N/A ²


⁽²⁾	~~The goodwill in the Slovenia reporting unit was fully impaired in 2013.~~



~~10% Adverse Change in:~~	~~Indefinite-lived trademarks~~	~~Goodwill~~
~~Cost of Capital~~	~~None~~	~~Czech Republic (7.5%)~~
~~Television Advertising Market~~	~~None~~	~~Croatia (8.0%), Czech Republic (3.5%)~~
~~Market Share~~	~~None~~	~~Croatia (8.0%), Czech Republic (3.5%)~~
~~Forecast OIBDA~~	~~Not applicable~~	~~None~~
~~Forecast Capital Expenditure~~	~~Not applicable~~	~~None~~
~~Perpetuity Growth Rate~~	~~None~~	~~None~~



Expected Maturity Dates	2015	2016	2017		2018	2019		Thereafter
Long-term Debt (000's):
Variable rate (EUR)¹	—	—	250,800		—	235,335		—
Average interest rate	—	—	1.50	%	—	1.50	%	—
Fixed rate (US$)	—	—	540,698		—	—		—
Average interest rate	—	—	15.00	%	—	—		—

Interest Rate Swaps (000's):
Variable to fixed (EUR)	—	—	250,800		—	235,335		—
Average pay rate	—	—	0.21	%	—	0.31	%	—
Average receive rate	—	—	—	%	—	—	%	—



PRO FORMA (Unaudited)
Expected Maturity Dates	2015	2016	2017	2018		2019		Thereafter
Long-term Debt (000's):
Variable rate (EUR)	—	—	—	250,800		235,335		468,800
Average interest rate ⁽¹⁾	—	—	—	1.50	%	1.50	%	⁽²⁾

Interest Rate Swaps (000's):
Variable to fixed (EUR)	—	—	—	250,800		235,335		468,800
Average pay rate	—	—	—	0.21	%	0.31	%	⁽³⁾
Average receive rate	—	—	—	—	%	—	%	⁽³⁾


⁽³⁾	Prior to drawing the 2021 Euro Term Loan, we will enter into interest rate swaps to reduce our exposure to interest rate movements until the maturity of the 2021 Euro Term Loan on February 19, 2021. The rates on the interest rate swaps will be based on prevailing three-month EURIBOR.



	December 31, 2015		December 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	61,679	$	34,298
Accounts receivable, net (Note 7)	167,427		175,866
Program rights, net (Note 6)	85,972		99,358
Other current assets (Note 8)	43,206		35,481
Assets held for sale	—		29,866
Total current assets	358,284		374,869
Non-current assets
Property, plant and equipment, net (Note 9)	108,522		114,335
Program rights, net (Note 6)	169,073		207,264
Goodwill (Note 4)	622,243		681,398
Broadcast licenses and other intangible assets, net (Note 4)	151,162		183,378
Other non-current assets (Note 8)	44,917		58,116
Total non-current assets	1,095,917		1,244,491
Total assets	$	1,454,201	$	1,619,360



LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities (Note 10)	$	134,705		$	179,224
Current portion of long-term debt and other financing arrangements (Note 5)	1,155			252,859
Other current liabilities (Note 11)	10,448			7,812
Liabilities held for sale	—			10,632
Total current liabilities	146,308			450,527
Non-current liabilities
Long-term debt and other financing arrangements (Note 5)	922,305			621,240
Other non-current liabilities (Note 11)	65,749			46,485
Total non-current liabilities	988,054			667,725
Commitments and contingencies (Note 22)
Temporary equity
200,000 shares of Series B Convertible Redeemable Preferred Stock of US$ 0.08 each (December 31, 2014 - 200,000) (Note 12)	241,198			223,926
EQUITY
CME Ltd. shareholders’ equity (Note 13):
One share of Series A Convertible Preferred Stock of US$ 0.08 each (December 31, 2014 – one)	—			—
135,804,221 shares of Class A Common Stock of US$ 0.08 each (December 31, 2014 – 135,335,258)	10,864			10,827
Nil shares of Class B Common Stock of US$ 0.08 each (December 31, 2014 – nil)	—			—
Additional paid-in capital	1,914,050			1,928,920
Accumulated deficit	(1,605,245		)	(1,490,344		)
Accumulated other comprehensive loss	(242,409		)	(169,609		)
Total CME Ltd. shareholders’ equity	77,260			279,794
Noncontrolling interests	1,381			(2,612		)
Total equity	78,641			277,182
Total liabilities and equity	$	1,454,201		$	1,619,360



PER SHARE DATA (Note 20):
Net loss per share:
Continuing operations - Basic	$	(0.81	)	$	(1.11	)	$	(2.23	)
Continuing operations - Diluted	(0.81		)	(1.11		)	(2.23		)
Discontinued operations - Basic	(0.09		)	(0.55		)	(0.04		)
Discontinued operations - Diluted	(0.09		)	(0.55		)	(0.04		)
Net loss attributable to CME Ltd. - Basic	(0.90		)	(1.66		)	(2.27		)
Net loss attributable to CME Ltd. - Diluted	(0.90		)	(1.66		)	(2.27		)

Weighted average common shares used in computing per share amounts (000’s):
Basic	146,866			146,509			125,723
Diluted	146,866			146,509			125,723



	CME Ltd.
	Series A Convertible Preferred Stock			Class A Common Stock			Class B Common Stock
	Number of shares	Par value		Number of shares	Par value		Number of shares	Par value		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income / (Loss)			Noncontrolling Interest			Total Equity
BALANCE December 31, 2012	1	$	—	77,185,129	$	6,174	—	$	—	$	1,556,250		$	(982,513	)	$	46,150		$	5,206		$	631,267
Stock-based compensation	—	—		—	—		—	—		6,116			—			—			—			6,116
Share issuance, stock based compensation	—	—		519,382	42		—	—		(42		)	—			—			—			—
Share issuances	—	—		57,132,931	4,571		—	—		147,082			—			—			—			151,653
Acquisition of noncontrolling interest	—	—		—	—		—	—		(261		)	—			—			261			—
Reclassification of capped call options	—	—		—	—		—	—		2,752			(2,752		)	—			—			—
Preferred dividend paid in kind	—	—		—	—		—	—		(7,890		)	—			—			—			(7,890		)
Other	—	—		—	—		—	—		59			—			—			—			59
Dividends	—	—		—	—		—	—		—			—			—			(471		)	(471		)
Net loss	—	—		—	—		—	—		—			(277,651		)	—			(3,882		)	(281,533		)
Currency translation adjustment	—	—		—	—		—	—		—			—			(57,979		)	(221		)	(58,200		)
BALANCE December 31, 2013	1	$	—	134,837,442	$	10,787	—	$	—	$	1,704,066		$	(1,262,916	)	$	(11,829	)	$	893		$	441,001
Stock-based compensation	—	—		—	—		—	—		1,344			—			—			—			1,344
Warrant issuance, net	—	—		—	—		—	—		239,586			—			—			—			239,586
Share issuance, stock based compensation	—	—		497,816	40		—	—		(40		)	—			—			—			—
Preferred dividend paid in kind	—	—		—	—		—	—		(16,036		)	—			—			—			(16,036		)
Net loss	—	—		—	—		—	—		—			(227,428		)	—			(4,468		)	(231,896		)
Unrealized loss on derivative instruments	—	—		—	—		—	—		—			—			(581		)	—			(581		)
Currency translation adjustment	—	—		—	—		—	—		—			—			(157,199		)	963			(156,236		)
BALANCE December 31, 2014	1	$	—	135,335,258	$	10,827	—	$	—	$	1,928,920		$	(1,490,344	)	$	(169,609	)	$	(2,612	)	$	277,182
Stock-based compensation	—	—		—	—		—	—		2,439			—			—			—			2,439
Preferred dividend paid in kind	—	—		—	—		—	—		(17,272		)	—			—			—			(17,272		)
Share issuance, stock-based compensation	—	—		468,963	37		—	—		(37		)	—			—			—			—
Net loss	—	—		—	—		—	—		—			(114,901		)	—			(671		)	(115,572		)
Unrealized loss on derivative instruments	—	—		—	—		—	—		—			—			(839		)	—			(839		)
Currency translation adjustment	—	—		—	—		—	—		—			—			(91,097		)	1,383			(89,714		)
Reclassified to net income upon sale of subsidiaries	—	—		—	—		—	—		—			—			19,136			3,281			22,417
BALANCE December 31, 2015	1	$	—	135,804,221	$	10,864	—	$	—	$	1,914,050		$	(1,605,245	)	$	(242,409	)	$	1,381		$	78,641



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	18,457	$	76,154		$	108,344
Cash paid for income taxes, net of refunds	805		(2,234		)	6,478

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
Accretion on Series B Convertible Redeemable Preferred Stock	$	17,272	$	16,036		$	7,890
Interest paid in kind	81,529		37,884			—
Acquisition of property, plant and equipment under capital lease	1,511		1,088			1,225



~~Asset category~~	~~Estimated useful life~~
~~Land~~	~~Indefinite~~
~~Buildings~~	~~25 years~~
~~Machinery, fixtures and equipment~~	~~4 - 8 years~~
~~Other equipment~~	~~3 - 8 years~~
~~Software licenses~~	~~3 - 5 years~~


⁽¹⁾	~~Amount represents the goodwill allocated to businesses held-for-sale based on their fair value relative to the fair value of the reporting unit's continuing operations.~~