ProSiebenSat.1 Media SE

Interim / Quarterly Report • Aug 2, 2006

The power of television

Half Year Report 2006

The power of television

The ProSiebenSat.1 Media AG is the leading electronic media group in Germany. We provide people with first-class entertainment and comprehensive information - whenever they need it, wherever they are.

Content

Key Figures 4

Business Conditions 11

• Economic Conditions and the Advertising Market 11
• The Industry 11
  • Group Performance 13
  • Revenues and Earnings 13
• Expenses 14
• Cash and Equivalents, and Cash flow 14
• Balance Sheet Ratios 15
• Net Financial Debt 15
• Credit Rating 16
• Share Performance 16
• Employees 16
• Research and Development 16

Segment Free TV 18

• Sat.1 19
• ProSieben 20
• kabel eins 21
• N24 22

Diversification 24

• Transaction TV Segment 24
• Other Diversification Segment 24

Events Subsequent to the Reporting Period 25

Outlook 26

• Company Outlook 26
• Programming Outlook 27

Explanatory Note 31

Financial Statements 32

• Consolidated Income Statement 32
• Consolidated Balance Sheet 34
• Cash flow Statement 36
• Statement of Changes in Shareholders' Equity 37
  • Segment Report 38
  • Financial Calendar 39

Key Figures

Business Conditions Group Performance Segment Free TV Diversification Events Subsequent to the Reporting Period Outlook Explanatory Note Financial Statements Financial Calendar

Key Figures for the ProSiebenSat.1 Group

Key balance sheet figures for the ProSiebenSat.1 Group

	6/30/2006	6/30/2005	Change
	EUR m	EUR m
Total assets	2,176.2	2,030.4	7%
Shareholders' equity	1,291.1	1,060.2	22%
Liabilities	769.0	840.0	-8%
Equity ratio	59%	52%	14%
Pre-tax return on equity	11%	11%	- / -
Programming assets	1,027.2	1,115.9	-8%
Programming assets of total assets	47%	55%	-14%
Net financial debt incl. bond	47.2	392.5	-88%
Key cash flow figures for the ProSiebenSat.1 Group
	Q2 2006	Q2 2005	Change
Cash flow	380.3	356.4	7%
Cash flow from operating activities	421.6	346.4	22%
Cash flow from investing activities	-213.3	-409.3	48%
Free cash flow	208.2	-62.9	431%
Cash flow from financing activities	0.6	10.0	-94%
Key figures for the ProSiebenSat.1 Group
	Q2 2006	Q2 2005	Change
Revenues	550.9	507.8	8%
Gross profit	225.3	196.8	14%
Operating profit	144.9	118.2	23%
Financial loss	-8.4	-1.0	-740%
Pre-tax profit	136.5	117.2	16%
Consolidated profit	83.4	71.7	16%
EBITDA	154.8	126.6	22%
EBIT	144.9	118.0	23%
EBITDA margin	28%	25%	13%
Pre-tax profit margin	25%	23%	7%
Programming investments	210.0	242.6	-13%
Depreciation and amortization of intangible assets and property, plant and equipment	10.0	8.3	20%
Personnel expenses	56.7	52.4	8%
Employees*	2,943	2,761	7%

* Averaging full-time equivalent jobs

Key Figures

Business Conditions Group Performance Segment Free TV Diversification Events Subsequent to the Reporting Period Outlook Explanatory Note Financial Statements Financial Calendar

Key Figures for the ProSiebenSat.1 Group
	Q2 2006	Q2 2005	Change
	EUR m	EUR m
Segment Free TV
Total revenues	510.5	478.3	7%
External revenues	495.9	467.1	6%
Operating profit	132.8	109.8	21%
EBITDA	139.8	116.1	20%
Employees*	2,572	2,470	4%
Key figures by station
Sat.1
Total revenues	231.1	208.5	11%
Pre-tax profit	65.1	43.4	50%
EBITDA	64.4	43.8	47%
Employees*	254	220	15%
ProSieben
Total revenues	192.0	192.3	- / -
Pre-tax profit	51.4	58.9	-13%
EBITDA	51.7	58.8	-12%
Employees*	262	262	- / -
kabel eins
Total revenues	66.6	55.7	20%
Pre-tax profit	20.1	13.5	49%
EBITDA	20.4	13.4	52%
Employees*	52	46	13%
N24
Total revenues	22.5	20.0	13%
Pre-tax profit	2.8	1.2	133%
EBITDA	3.0	1.4	114%
Employees*	162	161	1%

* Averaging full-time equivalent jobs

Key Figures for the ProSiebenSat.1 Group
	Q2 2006	June 2005	Change
	EUR m	EUR m
Key figures for Diversification
Segment Transaction TV
Total revenues	22.7	8.4	170%
External revenues	22.3	8.2	172%
Operating profit	3.7	1.2	208%
EBITDA	5.9	2.3	157%
Employees* / **	96	42	129%
	Q2 2006	Q2 2005	Change
Segment Other Diversification
Total revenues	38.2	33.6	14%
External revenues	32.7	32.5	1%
Operating profit	8.6	7.1	21%
EBITDA	9.5	7.9	20%
Employees*	275	249	10%

* Averaging full-time equivalent jobs

** 2005: average of Q2

Key Figures

Business Conditions Group Performance Segment Free TV Diversification Events Subsequent to the Reporting Period Outlook Explanatory Note Financial Statements Financial Calendar

Key Figures for the ProSiebenSat.1 Group

Key balance sheet figures for the ProSiebenSat.1 Group

	6/30/2006	6/30/2005	Change
	EUR m	EUR m
Total assets	2,176.2	2,030.4	7%
Shareholders' equity	1,291.1	1,060.2	22%
Liabilities	769.0	840.0	-8%
Equity ratio	59%	52%	14%
Pre-tax return on equity	14%	15%	-7%
Programming assets	1,027.2	1,115.9	-8%
Programming assets of total assets	47%	55%	-14%
Net financial debt incl. bond	47.2	392.5	-88%
Key cash flow figures for the ProSiebenSat.1 Group
	H1 2006	H1 2005	Change
Cash flow	674.9	630.6	7%
Cash flow from operating activities	652.5	544.9	20%
Cash flow from investing activities	-468.7	-639.2	27%
Free cash flow	183.8	-94.3	295%
Cash flow from financing activities	-2.8	-165.2	98%
Key figures for the ProSiebenSat.1 Group
	H1 2006	H1 2005	Change
Revenues	1,016.1	937.8	8%
Gross profit	368.4	327.5	12%
Operating profit	206.0	175.4	17%
Financial loss	-19.4	-11.1	-75%
Pre-tax profit	186.6	164.3	14%
Consolidated profit	114.2	100.3	14%
EBITDA	225.5	190.8	18%
EBIT	206.0	174.8	18%
EBITDA margin	22%	20%	9%
Pre-tax profit margin	18%	18%	- / -
Programming investments	459.1	465.6	-1%
Depreciation and amortization of intangible assets and property, plant and equipment	19.5	15.4	27%
Personnel expenses	112.7	103.2	9%
Employees*	2,914	2,730	7%

* Averaging full-time equivalent jobs

Key Figures

Business Conditions Group Performance Segment Free TV Diversification Events Subsequent to the Reporting Period Outlook Explanatory Note Financial Statements Financial Calendar

Key Figures for the ProSiebenSat.1 Group
	H1 2006	H1 2005	Change
	EUR m	EUR m
Segment Free TV
Total revenues	935.6	890.9	5%
External revenues	909.9	870.1	5%
Operating profit	182.3	163.1	12%
EBITDA	195.8	175.6	12%
Employees*	2,551	2,460	4%
Key figures by station
Sat.1
Total revenues	425.2	395.4	8%
Pre-tax profit	97.9	62.9	56%
EBITDA	98.0	65.1	51%
Employees*	255	219	16%
ProSieben
Total revenues	348.1	384.7	-10%
Pre-tax profit	58.8	84.8	-31%
EBITDA	58.6	84.1	-30%
Employees*	262	260	1%
kabel eins
Total revenues	122.4	104.8	17%
Pre-tax profit	31.6	22.2	42%
EBITDA	31.8	21.9	45%
Employees*	51	46	11%
N24
Total revenues	42.8	39.9	7%
Pre-tax profit	4.7	3.7	27%
EBITDA	5.0	4.1	22%
Employees*	161	159	1%

* Averaging full-time equivalent jobs

Key Figures for the ProSiebenSat.1 Group
	H1 2006	June 2005	Change
	EUR m	EUR m
Key figures for Diversification
Segment Transaction TV
Total revenues	48.9	8.4	482%
External revenues	48.1	8.2	487%
Operating profit	10.4	1.2	767%
EBITDA	14.7	2.3	539%
Employees* / **	97	21	362%
	H1 2006	H1 2005	Change
Segment Other Diversification
Total revenues	68.7	61.0	13%
External revenues	58.1	59.4	-2%
Operating profit	13.7	10.9	26%
EBITDA	15.4	12.6	22%
Employees*	266	249	7%

* Averaging full-time equivalent jobs

** 2005: average of H1

ProSiebenSat.1 Group boosts revenues and earnings in first half, books strong second quarter

Group business performance in the first half of 2006

• Revenues up 8.3 percent, to EUR 1.016 billion

• Group EBITDA up 18.2 percent, to EUR 225.5 million
• Pre-tax profit up more than proportionally, by 13.6 percent, to EUR 186.6 million
• EBITDA margin and return on revenues reach high levels
• Consolidated net profit grows 13.9 percent to EUR 114.2 million
• Stations maintain high audience shares of 29.2 percent.
• Revenues and earnings up in all segments
• Higher advertising revenues push up revenues in Free TV core business
• Diversification unit profits from full consolidation of 9Live
  • Outlook for full year continue to be positive

Business Conditions

Economic conditions and the advertising market

Growth prospects for the German economy improved again in the second quarter of 2006. According to the Ifo Institute's business climate index, business attitudes in June were the most positive since 1991. Consumer spending also continued to improve during the period. According to the GfK Consumer Index, from January to May 2006 consumers spent about 3.8 percent more on fast-moving consumer goods (FMCG) than in the same period last year. In fact, the stronger inclination to spend actually boosted the GfK consumer climate index to its highest value since the end of 2001. Nevertheless, Germans are more skeptical about the performance of the economy and their own financial situation. Despite positive signals, conditions in the labor market remained a problem.

The Industry

Gross statistics for the advertising market The current improvement in the economy was also evident in the advertising market. Statistics released by the Nielsen Media Research institute indicate that gross advertising spending for conventional media grew to EUR 9.7 billion in the first half of 2006, a gain of 5.6 percent from the same period last year. The fastest growth rate was for telecommunications, up 36.2 percent. But the financial sector (+10.8 percent), the media themselves (+8.1 percent), and the automotive market (+5.1 percent) also showed substantial increases. Once again, retail (total spend EUR 927 million) and automotive (EUR 726 million) were the largest advertisers.

The TV advertising market booked gross revenues of EUR 3.9 billion in the first half of 2006. Gaining 3.9 percent, the TV market performed considerably better than the same period a year earlier. This was particularly the case for the two months before the beginning of the soccer World Cup. TV advertising spending rose 13 percent in April, and 15.3 percent in May. But during the World Cup in June, the TV advertising market declined 12 percent.

Audience share
Percent
ProSiebenSat.1 Group*	29.4
	30.7
RTL	15.9
	16.0
Sat.1	11.5
	12.2
ProSieben	11.2
	12.1
ARD	9.3
	8.2
ZDF	8.3
	7.5
ARD III	7.1
	7.6
Vox	6.8
	6.4
RTL2	5.9
	6.7
kabel eins	5.5
	5.5
N24	1.0
	0.7
n-tv	0.6
	0.6
9Live	0.2
0.0 5.0 10.0 15.0 20.0 25.0 30.0

H1 2006 H1 2005

Basis: All television households [Panel D+EU], viewers 14 to 49: Source: AGF/GfK Fernsehforschung/pc#tv aktuell/ SevenOne Media

*Sat.1, ProSieben, kabel eins, N24, 9Live

Daily newspapers added 6.8 percent from January through June, with a gross of EUR 2.6 billion. Generalinterest magazines gained 8.3 percent, and specialinterest magazines gained 8.9 percent. Billboards gained 6.0 percent, while radio showed the slowest growth of all the conventional media, 2.1 percent. However, the gross figures offer no real foothold for

direct conclusions about actual advertising revenues, since they include not only self-promotion, but bulk discounts and agency commissions.

ProSiebenSat.1 Group still the leader in the advertising market

SevenOne Media, the ProSiebenSat.1 Group's TV marketer, had gross revenues of EUR 1.662 billion in the first half of 2006. This is equivalent to a gross share of 42.3 percent of the TV advertising market. The stations marketed by IP Deutschland – RTL, Vox, Super RTL and n-tv – generated EUR 1.512 billion, a market share of 38.5 percent for the period. El Cartel, which markets RTL2, had a 5.6 percent share.

Gross advertising revenues were particularly satisfying at Sat.1 (+4.4 percent), kabel eins (+10.6 percent) and N24 (+20.1 percent). ProSieben, by contrast, was down (–7.1 percent). The figures placed Sat.1 and ProSieben, with 20.0 percent and 15.7 percent, respectively, in second and third places in the advertising market. With a 0.3 percentage-point gain against the first half of 2005, kabel eins expanded its share of the advertising market to 5.6 percent, to place fifth in the rankings, alongside RTL2. N24 also improved during the period (+0.1 percentage point), to hold a 0.8 percent share of the advertising market.

Group Performance

Revenues and earnings increase

The ProSiebenSat.1 Group has enjoyed a successful first half in 2006. The Company's revenues grew and earnings improved further for both the second quarter of the year and the full first half. Both of the company's business units contributed to this positive performance – the core business television, and the Diversification unit. Higher advertising revenues provided the main impetus for growth in the Free TV segment. Growth in the Diversification unit was partly organic, and partly the consequence of the full consolidation of 9Live as of June 1, 2005.

The Group's revenues for the first half, at EUR 1.016 billion, outperformed the equivalent period last year by EUR 78.3 million, or 8.3 percent. Group revenues for the second quarter grew 8.5 percent, to EUR 550.9 million. The Diversification unit contributed a total of EUR 106.2 million in revenues to the Group figure. This is a relative share of 10.5 percent – up 45.8 percent from the unit's contribution to Group revenues in the first half of last year (H1 2005: 7.2 percent). A major contributor here was quiz station 9Live, which brought in EUR 48.1 million in revenues to the Group.

The net financial expense for the first half of 2006 widened by EUR 8.3 million, to EUR –19.4 million, compared to EUR –11.1 million the year before. This is mainly the consequence of a one-time effect last year. In the first half of 2005, the Group received income of EUR 9.2 million from a purchase price hedge agreement relating to the acquisition of Euvia. Additionally, the full consolidation of 9Live since June 2005 has caused net incomes from associated companies to de-

cline in the half-on-half comparison. The figure for the prior-year period was commensurately higher by EUR 1.9 million than the figure for the first half of 2006. The full acquisition of 9Live also reduced income from loans to affiliates by EUR 2.5 million.

Although the Group's total costs were up and other operating income was down, the operating profit for the first half gained 17.4 percent, to EUR 206.0 million. The change is the result of revenue growth against last year, which also had a positive effect on pre-tax profits. Pre-tax profits gained 13.6 percent, to reach EUR 186.6 million. EBITDA for the same period also performed well, rising 18.2 percent to EUR 225.5 million. The profitability figures reflected the rise in earnings by climbing to high levels. The EBITDA margin maintained the trend from the prior year, rising to 22.2 percent (H1 2005: 20.3 percent). The return on revenues grew to 18.4 percent (H1 2005: 17.5 percent). The consolidated net profit rose 13.9 percent to EUR 114.2 million. The resulting earnings per preferred share are EUR 0.53, following on EUR 0.47 for the first half of 2005.

The quarter-on-quarter comparison is even better. High revenues and an optimized cost structure helped operating earnings to climb 22.6 percent in the second quarter, to EUR 144.9 million. EBITDA rose EUR 28.2 million to EUR 154.8 million, and the EBITDA margin rose from 24.9 percent to 28.1 percent. The Group's pre-tax profit for April through June was EUR 136.5 million, 16.5 percent above the comparable period last year. The second quarter contributed EUR 0.39 to earnings per preferred share, compared to EUR 0.34 a year ago.

Costs rise moderately

The ProSiebenSat.1 Group's operating costs rose moderately for both the first half and the second quarter of 2006. The increase in total costs for the half, by EUR 46.1 million or 6.0 percent, to EUR 815.7 million, resulted almost entirely from the consolidation of 9Live. Another contributor was a slight increase in the consumption of programming assets.

These effects also appear in the cost structure for the second quarter. For this period, total operating costs came to EUR 408.7 million, up EUR 16.2 million, or 4.1 percent, against the comparable period last year.

In the first half of 2006, administrative expenses rose 0.8 percent, to EUR 65.0 million. The cost of sales amounted to EUR 647.7 million for January-June 2006. Consumption of programming assets accounted for EUR 477.0 million of this figure, following the equivalent period's EUR 452.4 million. Scheduled consumption rose EUR 21.2 million, to EUR 445.9 million, while unscheduled consumption was up EUR 3.4 million, to EUR 31.1 million. The total cost of sales gained 6.1 percent, or EUR 37.4 million. Selling costs also picked up in the half-on-half comparison, to EUR 103.0 million, following on EUR 94.8 million for the equivalent period last year.

Other operating income for the first half of 2006 amounted to EUR 5.5 million, down EUR 1.7 million from last year's equivalent.

Cash and equivalents, and cash flow

Cash and equivalents as of June 30, 2006, were EUR 338.6 million, compared to EUR 80.3 million as of June 30, 2005, and EUR 157.6 million as of December 31, 2005. Cash produced by operating activities for the first six months was EUR 652.5 million, up 19.7 percent from the prior year figure (EUR 544.9 million). The increase in operating cash flow from a year earlier results from not only improved profitability, but a slower increase in working capital (non-interest-bearing receivables less non-interest-bearing liabilities) during the period.

Cash used in investing activities was EUR 468.7 million for the first half. The prior year's higher figure of EUR 639.2 million was significantly influenced by expenditures for the full acquisition of 9Live in June 2005. Another reason for the decrease in cash used in investing activities during the period was lower expenditures for programming assets. These investments decreased EUR 6.5 million, to EUR 459.1 million, for the first half. For the above reasons, free cash flow for the period rose EUR 278.1 million, to EUR 183.8 million.

Movie power at ProSieben: "Men in Black II"

©2003 Sony Pictures Television International

Financing activities used cash of EUR 2.8 million, compared to EUR 165.2 million last year. The high figure for the first half of 2005 was in part the result of the dividend payment in May of that year. It also reflects last year's repayment of bonds.

Solid balance sheet ratios

The Group's total assets grew in the first half of 2006, and the equity ratio rose to a high level. Total assets gained 7.2 percent against the end of the second half of 2005, to reach EUR 2.176 billion as of June 30, 2006. The Company's balance sheet ratios as of the closing date were solid, with an equity ratio of 59.3 percent.

The increase in total assets was due mainly to a higher figure for cash and equivalents (cash on hand, credit balances at banks), which rose EUR 258.3 million to reach EUR 338.6 million as of June 30, 2006.

On the equity and liabilities side, the consolidated balance sheet showed equity of EUR 1.291 billion as of June 30 of this year. Most of the change against last year of 21.8 percent, or EUR 230.9 million, was the result of the Group's substantially better profits, as well as the fact that this year's dividend payment will not take place until the third quarter.

Long-term liabilities shrank EUR 216.9 million, to EUR 312.1 million; long-term financial liabilities in particular were down EUR 196.5 million. By contrast, short-term interest-bearing liabilities rose EUR 109.3 million. This contrary motion was the result of the early retirement of bonds as of July 31, 2006, and the associated shortening of maturities.

Net financial debt down further

Net financial debt was down even further as of June 30, 2006, to EUR 47.2 million, compared to EUR 392.5 million a year earlier.

Most of the substantial 88.0 percent reduction in net financial debt is the result of the change in credit balances with banks, including cash on hand. This figure rose significantly during the period to reach EUR 338.6 million on June 30, 2006, compared to EUR 80.3 million a year earlier. A further reason was lower bank debt, which decreased 67.5 percent during the period, from EUR 132.6 million to EUR 43.1 million.

ProSiebenSat.1 Media AG had two corporate bond issues on the market during the period, with par values of EUR 150 million and EUR 200 million, and respective maturities of May 2009 and July 2009. The total bond volume to be reported under IFRS changed only slightly for the period, and came to EUR 342.9 million on June 30, 2006, compared to EUR 340.6 million a year earlier. In June 2006, the ProSiebenSat.1 Group decided to exercise its right to buy back the EUR 200 million bond issue and retire it in advance of its original maturity of July 2009. The company bought back this bond effective July 31, 2006, and will thus repay it in full during the third quarter of the current year.

Credit rating

On March 13, 2006, the Moody's rating agency upgraded the outlook for ProSiebenSat.1 from Ba1, Outlook Developing, to Ba1, Outlook Positive. Since June 9, 2006, the Moody's rating has been Ba1, Outlook Stable. Fitch Ratings upgraded its rating for ProSiebenSat.1 on June 7, 2006, from BBB–, Outlook Positive, to BBB, Outlook Stable.

Share performance

The generally positive performance of the stock markets in the first quarter of 2006 continued into mid-April. In the second half of the month, the DAX reached its highest level since 2001, at 6,128 points. The stock markets began to come under heavy pressure in May. Concerns about inflation and interest rates caused prices to decline significantly, confirming an old traders' axiom: "Sell in May and go away." Rising oil prices and the conflict with Iran prolonged the downtrend into June. Beginning in mid-month, better economic figures and the strengthening dollar brought a substantial recovery. The DAX closed at just under 5,700.

ProSiebenSat.1 stock was an outperformer during the period, gaining 19.4 percent. It closed at EUR 19.53 on June 30, 2006. Its high for the half was EUR 22.96 on May 8, while the low was EUR 16.02 on January 3.

Stoxx Media MDAX DAX ProSiebenSat.1

In the first quarter, the stock's performance was significantly influenced by the planned takeover of the company by Axel Springer AG. In the second quarter, the price was significantly driven by solid business figures. Despite the weak market in May and June, the stock remained stable and closed at a high level. Its total trading volume for the period was 78,019,434 shares, equivalent to an average trading volume of about 614,326 shares per day.

Group has 2,914 employees

The ProSiebenSat.1 Group had a workforce averaging 2,914 full-time equivalent employees in the first half of 2006. The figure for the comparable period of 2005 was 2,730, making the new figure a 6.7 percent gain. The increase in employees resulted primarily from the expansion of capacity at the Group's subsidiaries Producers at Work, wetter.com, and SevenSenses. Personnel expenses for the period grew 9.2 percent, from EUR 103.2 million to EUR 112.7 million.

Research and development

The ProSiebenSat.1 Group is the leader in the German TV advertising market. This strong position has inspired the Company with the ambition to be a leader in innovation and in opinion-shaping as well. A special research unit at marketing subsidiary SevenOne Media constantly studies and evaluates the latest developments in the audience market and the advertising market. This ensures that the ProSiebenSat.1 Group will also recognize trends promptly in the future, identify growth fields, and further expand its position as Germany's leading TV corporation. Research results on advertising, target audiences, media and programming also offer an important basis for decisions about acquiring rights, station scheduling, and pursuing marketing efforts.

Additionally, the Group's marketing subsidiary Seven One Media views itself as a service provider that supports its clients in deciding on how to invest in television and online advertising. Its assistance is based on extensive research that furnishes all the requisite information about scheduling, monitoring options, and the impact of advertising carried on TV and over the Internet.

The Group also invests in new technologies, with ongoing research into where technologies will go next. This allows the ProSiebenSat.1 Group to tap early into new fields that can reach a broad public and offer greater value for the television audience. The aim is to make the Group stations' fine programming available to viewers even more conveniently, to take advantage of additional distribution channels, and to make the most of consumers' new media usage habits.

New cooperative ventures in Q2 2006

In the first quarter of 2006, the ProSiebenSat.1 Group had already signed IPTV agreements for Germany with T-Online and Telefónica. In May, the Group continued its innovation campaign in Internet TV (IPTV). A contract with HanseNet Telekommunikation GmbH now enables the Group's stations to be carried over this telecommunications provider's DSL cable network, which is known under the "Alice" brand. IPTV is another building block of the Group's "triple play world." The aim is to use new distribution channels to expand services, and to offer the Group's stations over all networks currently available – cable and satellite, digital terrestrial (DVB-T) and DSL cable.

ProSiebenSat.1 Group the leader in Mobile TV The ProSiebenSat.1 Group is the German market leader in Mobile TV. It is currently represented with more than ten channels and an extensive range of on-demand services available from a variety of mobile telephone operators. Viewers can watch current information or entertainment programming on their cell phones, wherever and whenever they like.

Users can receive mobile television via the Digital Multimedia Broadcasting (DMB) standard. Since Mobile TV via DMB started regular operation in Germany on June 1 of this year, the ProSiebenSat.1 Group has been offering two TV channels here. Anyone who has the right cell phone can pick up news channel N24 and a special entertainment channel, with comedy shows from Pro-Sieben and Sat.1 – mobile and live.

An additional transmission standard is DVB-H (Digital Video Broadcasting – Handheld). The Group has applied in several regions for appropriate frequencies on which to broadcast its stations digitally.

ProSiebenSat.1 Group taps Pay TV market The pay TV market offers new opportunities for the ProSiebenSat.1 Group to leverage its strong Free TV brands into new sources of revenue, and thus to expand the Diversification unit. Since July 1, 2006, the Group offers two Pay TV channels in Germany, with two channels: kabel eins classics and Sat.1 Comedy. The first, kabel eins classics, concentrates on classic films and series. Sat.1 Comedy shows films and comedy programming, from Sat.1 and ProSieben. Both channels are available as part of the digital basic pay packages from cable operators Kabel Deutschland, Unity Media and Kabel BW.

The Group also offers a broad range of German-language TV programming for subscribers abroad. ProSiebenSat.1 Welt shows a selection of the best from Sat.1, ProSieben, kabel eins and N24. The international Pay TV channel made its debut in the United States in February 2005, and went on the air in Canada this past June.

Segment Free TV

The Free TV segment is where the ProSiebenSat.1 Group conducts its core business. This segment consolidates four of the Group's stations (Sat.1, ProSieben, kabel eins and N24), the Sat.1 regional companies, marketing company SevenOne Media, the subsidiary ProSiebenSat.1 Produktion, and the Group's subsidiaries in Austria and Switzerland.

The Group's core business television generated total revenues of EUR 935.6 million for the first half, compared to EUR 890.9 million a year earlier – a gain of 5.0 percent. The segment's externally generated revenues were up 4.6 percent, from EUR 870.1 million to EUR 909.9 million. Television revenues for the second quarter rose as much as 6.7 percent. Compared to EUR 478.3 million for the second quarter of last year, the segment brought in revenues of EUR 510.5 million this year. The segment's externally generated revenues were up 6.2 percent on the quarter, from EUR 467.1 million to EUR 495.9 million. Most of the revenue increase came from advertising, where revenues for April and May in particular were up from the prioryear values.

Operating earnings and EBITDA also performed well for the half and the second quarter – the second quarter was particularly good. The operating profit for the first half of 2006 rose 11.8 percent, from EUR 163.1 million to EUR 182.3 million. EBITDA for the half grew 11.5 percent against the first half of last year, from EUR 175.6 million to EUR 195.8 million. Second-quarter operating earnings grew 20.9 percent, from EUR 109.8 million to EUR 132.8 million. EBITDA was up 20.4 percent, from EUR 116.1 million to EUR 139.8 million.

Audience shares feel impact of major sports events

In the first half, the Group's combined audience share was 29.2 percent (H1 2005: 30.5 percent). Sat.1, Pro-Sieben, kabel eins and N24 earned a combined share of 28.3 percent for the second quarter (Q2 2005: 30.9 percent). As expected, the two major sporting events in the first half of 2006 had an impact on overall results. The Winter Olympics in Turin affected February shares. And the delirium surrounding the soccer World Cup in Germany lowered audience shares in June (June 2006: 24.2 percent; June 2005: 30.7 percent).

In this, the Group's stations were part of the general trend in June. The other private stations' shares also slipped. Even RTL, in Cologne, which carried World Cup matches for the first three Sundays and thus was able to profit from the country's football fever, saw its share slide 0.6 percentage points in June (June 2006: 15.0 percent; June 2005: 15.6 percent).

By contrast, the audience shares of ARD (June 2005: 8.9 percent; June 2006: 14.3 percent) and ZDF (June 2005: 7.9 percent; June 2006: 12.6 percent) picked up substantially in June. Yet even the public stations felt the exceptional effects of the World Cup. Both ARD's and ZDF's shares plunged on days when there were no soccer matches, while ProSiebenSat.1 Group stations returned to their customary levels on days with no game broadcasts. All figures refer to the key demographic between the ages of 14 and 49.

N24: Covering great events live for its viewers

David or Rokko? In the grand finale of the Sat.1 telenovela "Verliebt in Berlin" on September 1, 2006 Lisa Plenske's fate will be decided.

Sat.1 continues successful course

Sat.1 remained on its successful course for both the second quarter and the full half. First-half revenues rose to EUR 425.2 million, up EUR 29.8 million, or 7.5 percent, against the prior-year figure. Pre-tax earnings and EBITDA were up even more sharply. Pre-tax income gained 55.6 percent, to reach EUR 97.9 million. EBITDA climbed 50.5 percent to EUR 98.0 million, following EUR 65.1 million in the first half of 2005. Most of this vigorous rise in profits came from increased revenues. But lower costs also helped out. The station's high profitability and earning power are reflected in the EBITDA Margin, which rose to 23.0 percent in the first half, compared to 16.5 percent a year earlier.

In the second quarter, the station boosted its revenues 10.8 percent, to EUR 231.1 million. Compared to EUR 43.4 million for the second quarter of last year,

earnings before taxes came to EUR 65.1 million, a 50.0 percent gain. EBITDA also rose sharply, to EUR 64.4 million, compared to EUR 43.8 million a year earlier. The EBITDA Margin for the second quarter was 27.9 percent, compared to the prior-year period's 21.0 percent.

Sat.1 earned an audience share of 11.5 percent in the first half of 2006 (H1 2005: 12.2 percent). The station's second-quarter share was 11.0 percent (Q2 2005: 12.6 percent). Sat.1 earned above-average shares in the second quarter with the UEFA Champions League finals between FC Barcelona and FC Arsenal London (second half: 29.9 percent). The free TV premiere of Sönke Wortmann's "The Miracle of Bern" drew 27.0 percent of the 14-to-49 demographic. The reliable hit telenovela "Verliebt in Berlin" (H1 2006: up to 27.4 percent) turned in a convincing performance in the second quarter, not only in its familiar early-evening slot

"Final Destination 2": first class movies and series from Hollywood on ProSieben © Warner Bros. Television

at 7:15, but with two prime-time broadcasts that earned shares as high as 23.3 percent. The licensed U.S. series "Navy CIS" set a new record for its run on Sat.1, drawing shares of up to 22.2 percent. The station also scored with feature films like "Sister Act 2: Back in the Habit" (17.6 percent) and "Kick It Like Beckham" (17.7 percent). The improv comedy "Schillerstrasse" remained a steady ratings favorite, earning shares up to 22.0 percent.

ProSieben revenues stabilize in second quarter

Revenues at ProSieben were down 9.5 percent for the first half, from EUR 384.7 million to EUR 348.1 million, mostly as a result of a EUR 28.1 million decline in internal sales of programming assets, to EUR 11.8 million. The decrease is also a consequence of last year's weaker ratings, which are showing their impact only this year. The pre-tax profit on the first half was EUR 58.8 million, 30.7 percent below last year's equivalent. The decline in revenues for the half also pulled EBITDA down, by 30.3 percent, to EUR 58.6 million. The EBIT-DA Margin was 16.8 percent, compared to 21.9 percent for the first half last year.

A quarter-on-quarter comparison shows that ProSieben's improved performance this year is beginning to have a positive effect on revenues. The station booked revenues of EUR 192.0 million for the second quarter, compared to EUR 192.3 million a year earlier. But net income for April through June of this year was still below the prior-year equivalents. Pre-tax earnings were down 12.7 percent to EUR 51.4 million, while EBITDA declined 12.1 percent to EUR 51.7 million. The Q2 EBITDA Margin was 26.9 percent, compared to 30.6 percent a year earlier.

ProSieben's audience share was 11.2 percent for the first half (H1 2005: 12.1 percent). The station's secondquarter share was 11.0 percent (Q2 2005: 12.1 percent). The wider variety of feature films on Sunday evenings ensured strong ratings, with such offerings as "Men in Black II" (23.5 percent), "Star Wars: Episode II – Attack of the Clones" (21.4 percent), "Final Destination 2" (24.2 percent), "Blade II" (23.1 percent) and "Black Hawk Down" (20.2 percent). ProSieben also turned Wednesdays into a high-ratings day for films, with blockbusters like the original "Star Wars" (16.4 percent) and "Mission Impossible" (16.0 percent). The station also scored with a stronger afternoon schedule, showing a distinct uptrend in the time of day between 1:00 and 6:00 p.m., despite the World Cup. The

On kabel eins, Crime Friday guarantees great ratings with top series, such as "Without a Trace".

extended magazine show "We are Family!" drew up to 22.3 percent, the U.S. series "Sabrina" drew as much as 15.0 percent, and "Charmed" drew as much as 18.8 percent. Another magazine show, "taff.", also increased its share, booking as much as 19.7 percent. The knowledge-show genre also scored well with viewers. Aiman Abdallah's daily "Galileo" show (up to 15.4 percent) enjoys a loyal following, and his special prime-time editions also did very well, including "Galileo-Spezial: Die Päpstin – Mythos oder Wahrheit?" (22.3 percent).

Revenues and earnings up at kabel eins

First-half revenues at kabel eins were up 16.8 percent to EUR 122.4 million, as the station continues to perform well. Better programming performance and good market acceptance lent important momentum to the

station's success. The station's pre-tax income for the first half was EUR 31.6 million, 42.3 percent above the comparable period last year. EBITDA grew 45.2 percent, to EUR 31.8 million. The increase in EBITDA Margin from 20.9 percent to 26.0 percent represents a 24.4 percent gain against the prior-year figure.

The station not only grew its revenues in the second quarter, but increased both EBITDA and pre-tax income. Compared to EUR 55.7 million for the second quarter of last year, kabel eins brought in revenues of EUR 66.6 million this year. Pre-tax earnings and EBIT-DA for the second quarter were also up against last year's equivalents, at EUR 20.1 million (Q2 2005: EUR 13.5 million) and EUR 20.4 million (Q2 2005: EUR 13.4 million). The EBITDA Margin for the second quarter climbed to 30.6 percent, compared to the prior-year period's 24.1 percent.

In terms of audience shares, kabel eins held steady in the first half at 5.5 percent (H1 2005: 5.5 percent). The station's second-quarter share was 5.2 percent (Q2 2005: 5.4 percent). "Die besten Filme aller Zeiten," major events, new magazine, and light entertainment shows, and top-notch series drew enthusiastic audiences. The "Queen" event evening attracted 10.1 percent of the 14-49 audience, and the "Naturgewalt!" event on tornadoes scored 7.7 percent. The station also earned high ratings in information and magazine shows: its new "Abenteuer Leben – täglich Wissen" knowledge magazine, with Christian Mürau, earned shares as high as 8.2 percent. Crime Friday did extremely well, with new seasons of "Cold Case" (up to 10.2 percent), "Without a Trace" (up to 10.6 percent) and "Missing" (up to 9.4 percent), as well as the first showings of "King of Queens," with up to 14.5 percent. "Quiz Taxi" has been traveling the streets of prime access on kabel eins since April, with shares of up to 6.6

N24: high quality talk shows like "Was erlauben Strunz?" are a big success for Germany's No. 1 news channel station.

percent. On weekdays, "ClipCharts" earned ratings of up to 6.3 percent in the second quarter.

Revenues and audience shares rise at N24

First-half revenues were up substantially at N24, too, rising a total of EUR 2.9 million, or 7.3 percent, to EUR 42.8 million. Both pre-tax earnings and EBITDA increased proportionally to revenues. Pre-tax earnings grew EUR 1.0 million against the first half of 2005, to EUR 4.7 million. EBITDA was up EUR 0.9 million, to reach EUR 5.0 million for the half. The EBITDA Margin for the first six months was 11.7 percent, compared to the prior-year period's 10.3 percent.

The station performed very well in the second quarter. Compared to EUR 20.0 million for the second quarter of last year, the station brought in revenues of EUR 22.5 million from April to June of this year, a 12.5 percent gain. Pre-tax income for the second quarter was up 133.3 percent against the equivalent period last year, to EUR 2.8 million. EBITDA grew 114.3 percent, to EUR 3.0 million. The second-quarter EBITDA Margin rose from 7.0 percent to 13.3 percent.

N24's audience shares clearly remained on track for success for both the second quarter and the half. Germany's leading news station gained a significant

Financial Statements Financial Calendar

0.3 percentage points for the quarter, to reach 1.1 percent (Q2 2005: 0.8 percent). The first-half figure was also up a considerable 0.3 percentage points, to 1.0 percent (H1 2005: 0.7 percent). The second-quarter share was the best quarterly figure in the station's history. N24 was particularly successful in the earlymorning time of day from 6 to 9 o'clock, an especially important period for news stations. With current stock market reports, news from around the world, and prominent guests in the studio, the Berlin station earned steadily rising audience shares in both the second quarter and the half. The second-quarter share for the early-morning time of day climbed 0.6 percentage points in the second quarter, to an average of 2.0 percent.

Diversification

The ProSiebenSat.1 Group's Diversification unit pools the Group's activities that are not directly connected with TV advertising. The major revenue drivers here are Transaction TV and operations in multimedia and merchandising. By continuously expanding its Diversification activities, the Group further reduced its dependency on the advertising market in the first half of 2006. In addition to organic growth, the full consolidation of 9Live also strengthened the unit significantly.

Transaction TV segment

The revenue engine of the Transaction TV segment is quiz station 9Live. 9Live is Germany's leading brand for interactive TV, and generates most of its revenues from telephone calls. The ProSiebenSat.1 Group has fully consolidated 9Live since June 1, 2005.

In January through June of 2006, 9Live contributed EUR 48.1 million to the Group's total revenues. Its contribution to revenues for June 2005 was EUR 8.2 million. In all, the Transaction TV segment generated revenues of EUR 48.9 million; the figure for June 2005 was EUR 8.4 million. The segment's operating earnings for the first half were EUR 10.4 million (June 2005: EUR 1.2 million). EBITDA reached EUR 14.7 million, compared to EUR 2.3 million for June 2005. (In the first half

of 2005, the station was fully consolidated only for the month of June.)

These initial consolidation effects also had an impact on revenue and earnings performance in the second quarter of the current year. 9Live's contribution to Group revenues for the quarter reached EUR 22.3 million (June 2005: EUR 8.2 million). The segment's total revenues for April through June 2006 were EUR 22.7 million (Q2 2005: EUR 8.4 million), and operating earnings were EUR 3.7 million (Q2 2005: EUR 1.2 million).

Quiz station 9Live earned a 0.2 percent share of the audience between the ages of 14 and 49 for both the second quarter and the entire first half. The station's share for the equivalent period last year was likewise 0.2 percent.

Other Diversification segment

Except for 9Live, all subsidiaries of ProSiebenSat.1 Media whose revenues are not directly related to TV advertising are pooled in the Other Diversification segment. These include SevenOne Intermedia, MM MerchandisingMedia, SevenOne International, SevenSenses and ProSiebenSat.1 Welt.

The Other Diversification segment contributed EUR 58.1 million in revenues to the Group for the half, compared to EUR 59.4 million for the first half of 2005. This is equivalent to a moderate decrease of 2.2 percent, most of which resulted from a reallocation of revenues to 9Live within the Diversification unit as a whole, because of the station's consolidation as of June 2005. The change was already evident in the first quarter of 2006. The segment booked total revenues of EUR 38.2 million for the second quarter, following on EUR 33.6 million for the same period of 2005. The contribution to Group revenues for the pe-

Not only viewers are winners at Germany's first quiz station 9Live.

riod came to EUR 32.7 million, up from the prior year's equivalent of EUR 32.5 million.

Important revenue drivers in the Other Diversification segment during the period were again the established multimedia operations of SevenOne Intermedia and the licensing business at Merchandising Media.

Events subsequent to the reporting date

ProSiebenSat.1 Media AG increases proposed dividend

In February 2006, ProSiebenSat.1 Media AG announced that it would propose to the Annual Meeting a dividend of EUR 0.44 per share of preferred stock, and EUR 0.42 per share of common stock. On June 6, 2006, the Executive Board and Supervisory Board increased this proposed dividend. At that time it was clear that no major acquisitions would be planned for the foreseeable future, making more funds available for distribution. The revised proposed dividend is EUR 0.84 per share of preferred stock and EUR 0.82 per share of common stock. This is equivalent to a payout ratio of 82 percent of the consolidated net profit of EUR 221.6 million for 2005, or EUR 181.6 million.

Holders of preferred stock received a dividend of EUR 0.30 per share for fiscal 2004, and holders of common stock received EUR 0.28 per share. In all, 47 percent of the 2004 consolidated net profit of EUR 133.7 million, or EUR 63.5 million, was distributed in dividends.

The dividend resolution will be put to the vote at the 2006 Annual Meeting of the shareholders of ProSiebenSat.1 Media AG on August 2, 2006, in Munich.

"maxdome" video-on-demand portal makes debut

On July 27, 2006, the ProSiebenSat.1 Group launched the "maxdome" video-on-demand portal in a strategic cooperative venture with United Internet AG. "maxdome" allows the Group to mine yet another level of economic benefits from its programming. Video on demand is a whole new market for the company.

"maxdome" offers an extensive range of films, comedies and series. In addition to Hollywood films, it also offers successful shows from Sat.1, ProSieben, kabel eins and N24. Viewers can download content either under a package subscription or as streaming video under a pay-per-view option. The content can be used for 24 hours. "maxdome" is accessible both via a broadband connection on a PC and from a set-top box on a conventional television.

Over 50 new shows presented at "The Big Picture 2006"

At its third German programming launch event, "The Big Picture 2006," the ProSiebenSat.1 Group and its marketing company, SevenOne Intermedia, presented the schedules of Sat.1, ProSieben, kabel eins and N24 for the upcoming 2006-2007 season. At this key client event at Düsseldorf's Tonhalle on July 27, SevenOne Media offered 1,600 representatives from the advertising industry a first look at more than 50 new programs that the broadcasting group will be carrying this fall and next year. The new shows ranged from comedies and major TV films to new series and political talk shows on current events.

In addition to pay TV and new programming, The Big Picture 2006 also presented one more premiere for the advertising market: Visible World. Beginning with the first quarter of 2007, advertising clients will be able to customize their digitally produced spots and respond flexibly to varying conditions. A second step is planned for 2008 – regionalization of TV advertising.

ProSiebenSat.1 Group retires bond issue early On June 27, 2006, ProSiebenSat.1 Media AG announced that it would retire a EUR 200 million bond issue early, effective July 31, 2006. The bond issue was placed in July 2002, at a fixed interest rate of 11.25 percent, and was to mature in July 2009. In conformity with the bond terms and conditions, the redemption price for early retirement of the bonds on July 31, 2006, was 105.625 percent of the par value.

Dr. Marcus Englert joins Executive Board at ProSiebenSat.1 Media AG

Effective August 1, 2006, Dr. Markus Englert was appointed as the new Executive Board member in charge of Diversification at ProSiebenSat.1 Media AG. He becomes a fourth member of the formerly three-member Board, and will hold his new position while still remaining the managing director of SevenOne Intermedia. He has been managing director at SevenOne Intermedia since 2001, and additionally the ProSiebenSat.1 Group's Diversification Director since 2004.

Creating a new Diversification area as a matter for direct responsibility of the Executive Board is another indication of the strategic importance that the Group attaches to its new business models, and especially to digital TV services.

Outlook

Company Outlook

Though it is still impossible to say for sure how the German TV market will evolve during the rest of the year, current economic conditions are generally positive. The mood of the German economy has improved significantly since the year began. The economic research institutes have revised their forecasts upward. After last year's slack performance, consumer spenOn August 1, Dr. Marcus Englert joined the Executive Board at ProSiebenSat.1 Media AG. He will be responsible for Diversification.

ding has risen. And according to a survey, consumer confidence is higher than it has been at any time in the past five years. A variety of indicators, such as the Ifo business climate index, suggest that the upswing will continue in the second half.

But for the ProSiebenSat.1 Group, the critical factor is how overall economic growth will affect the TV advertising market. The ZAW – Germany's national advertising association – anticipates that the advertising market in Germany as a whole will grow 2 percent. The World Advertising Research Center (WARC) expects net growth of 2.2 percent for the advertising market, and ZenithOptimedia expects 1.8 percent. Based on present knowledge, the ProSiebenSat.1 Group assumes that net spending on television advertising will grow about 2 percent this year. That would mean the TV advertising market would perform about the same as the German economy is expected to do as a whole. Developments in the second half of July and in August suggest that business conditions in the TV advertising industry are picking up again, after the pause for the World Cup. If that trend continues, the German TV advertising market still could have further potential in 2006. A more accurate projection will not be possible until the beginning of October.

Despite this year's major sports events, the ProSiebenSat.1 Group is aiming to achieve slightly aboveaverage growth in advertising revenues. The growth rate for the Group's total revenues will be between four and five percent, assuming growth of two percent in the TV advertising market. Alongside growth in the core business TV, the Group's new business models in the Diversification unit and the new acquisition, 9Live, will provide for these gains. The Group's still rigorous cost control will mean that profits will also improve. Activities in Diversification – the Internet, merchandising, licensing, music, added-value telephone services,

mobile services – can be expected to perform better than average again this year. 9Live will build further on its effective business model as an interactive brand. Above and beyond its own programming, 9Live also produces a variety of call TV shows for Sat.1, Pro-Sieben and kabel eins, and thus generates additional revenues for the other stations.

Following the launch of the pay TV channels Sat.1 Comedy and kabel eins classics in Germany, and the extension of the reach of the international pay TV channel ProSiebenSat.1 Welt, in the second half the media corporation will also begin tapping the video on demand market with "maxdome." In such a setting, the Group is well positioned to increase the contribution to revenues from Diversification activities once again, and to draw about 12 percent of consolidated revenues from its new business models by year's end.

As expected, the excitement surrounding the soccer World Cup in Germany had an adverse impact on the Group's audience shares in June. The Group also held no rights for the Winter Olympics in February. As a result, the Group's stations will not be able to increase their audience share for 2006 as a whole. But the Group expects to maintain its position at around 30 percent of the key demographic between the ages of 14 and 49.

The ProSiebenSat.1 Group is going into the second half of the year with an attractive line-up of programs to strengthen its position as Germany's leading TV corporation.

Programming outlook

Sat.1

Following the 90-minute finale "Verliebt in Berlin – Das Ja-Wort" with Alexandra Neldel, to be shown on Sat.1 at 8:15 p.m. on September 1, 2006, the hit telenovela "Verliebt in Berlin" will start a new story line on September 4, with a new star, Tim Sander. At the end of August, in the early-evening slot at 6:45, a new telenovela, "Schmetterlinge im Bauch," will debut with Alissa Jung and Raphaël Vogt in the leads. The new show will fill out the new Sat.1 telenovela hour in prime access. Starting in mid-August, the station will be trying a new track in Sunday prime time: the licensed U.S. series "Navy CIS," which earned consistently rising ratings and audience shares as high as 22.2 percent on Thursday evenings over the past few months, will premiere in its new slot at 8:15 Sunday evenings. Next, at 9:15 p.m., will be "Criminal Minds," an exciting and lavishly produced new U.S. series that has drawn up to 20 million viewers in the United States. Under its new "Sat.1 Montagsmovie" banner, every Monday evening the station will be showing top-notch film entertainment made in Hollywood. Tuesdays beginning in mid-August, immediately after the "Grosser Sat.1 Film," the licensed series "Commander-in-Chief" (retitled "Welcome, Mrs. President"), starring Oscar winner Geena Davis, will provide another very promising chance for entertainment. The new family documentary "Hilfe! Zu Hause sind die Teufel los", with host Barbara Eligmann, will debut in July, followed at the end of August by the new documentary series "Wie die Wilden – Deutsche im Busch," which follows three German families' stays with tribes living traditional lifestyles in Togo, Indonesia and Namibia. On Thursdays, "Schillerstrasse" will still be the mainstay for outstan-

^"Schmetterlinge im Bauch", Sat.1's new telenovela will wow viewers from September 4.

Top quality inhouse productions such as "Tornado" have made ProSieben a leader in the genre.

ding comedy – and Cordula Stratmann will return to the show in September.

ProSieben

ProSieben is better prepared than ever for the 2006- 2007 TV season. Starting this fall, series fans will enjoy a strong schedule on ProSieben. Mondays will be treats for those who like mysteries, with new episodes of "Lost" and a whole new series, "Invasion." Tuesday evening series are especially for women. Wisteria Lane will yield up the latest dramas in the lives of "Desperate Housewives," the final season of "Charmed" will cast its spell, and on "Grey's Anatomy," young doctors will do their best to make sure that their own fluttering hearts don't interfere with their patients' survival. Saturdays, ProSieben will be focusing more on contests and other light entertainment: following "Extreme Activity" with Jürgen von der Lippe, in September Oliver Pocher will host "Die grossen ProSieben-Bundesjugendspiele." Stefan Raab will show up in "Schlag den Raab." Other entertainment highlights will include new episodes of "Die ProSieben-Märchenstunde" and "Bully & Rick." On Thursdays, ProSieben will be seeking for the successors of No Angels on "Popstars." An extraordinary two-part event on ProSieben this September will be the teamworx production "Tornado." Anyone who enjoys movies will have a fine time on ProSieben this fall: the September line-up includes "Bad Boys II" with Will Smith, "xXx" with Vin Diesel, "The Transporter," "I Spy," "The Crimson Rivers 2," and "S.W.A.T." Later in the year, the schedule will include "Pirates of the Caribbean – The Curse of the Black Pearl," "The Matrix Revolutions," "Der Wixxer," "Kill Bill, Vol. 1" and "(T)Raumschiff Surprise."

"Commander in Chief": Geena Davis stars as the first female President of the US on Sat.1.

ProSieben IS cinema: with blockbusters like "Pirates of the Carribbean" in the autumn. © Disney/ Jerry Bruckheimer

kabel eins

Along with its time-tested, popular classics, kabel eins will have a strong line-up of current series, free TV premieres, and new light entertainment shows and events again in the third quarter of 2006. Since July, the station's special-reports series "Mein neues Leben" has tracked German emigrants as they make the change to another country. Starting August 2, kabel eins will add a new prime time attraction on Wednesdays, with the German TV premiere of "Ghost Whispe-

rer," the hit US mystery series with Jennifer Love Hewitt, and (starting August 16) "Buffy the Vampire Slayer." Viewers can also look forward to new episodes of the hit sitcom "King of Queens" – on prime time for the first time, starting at the end of August. The station's successful "Crime Fridays" will also be bringing the German premieres of new episodes in September. And at 8:15 p.m. beginning the evening of September 13, on the new comedy panel show "Darf man das?," Ingolf Lück will look at the lighter side of the law, with witty court decisions and scurrilous legislation.

N24

In the third quarter of 2006, N24 will expand both its business and stock-market reporting and its line-up of talk shows. The new program "Make Money – Die Markus Frick Show" offers a unique new way of conveying stock-market know-how. Markus Frick will show how viewers can put their money to work better. The

Jennifer Love Hewitt has a special take on the mysteries of the beyond: from August on kabel eins.

"Make Money – The Markus Frick Show" will turn viewers into stock exchange pros.

station will also be expanding its successful line-up of talk shows. The new political talk show "Links-Rechts" will join the station's line-up of "Was erlauben Strunz," "Studio Friedman" and "Arabella Kiesbauer" during the third quarter. Political pundits Hajo Schumacher and Hans-Hermann Tiedje will debate current topics of the week with a guest, on a show where opinions will run strong and polarization will be encouraged.

Financial Statements Financial Calendar

Explanatory Note

Notes to the Q2 2006 interim report of ProSiebenSat.1 Media AG

The consolidated interim report was prepared in compliance with the International Financial Reporting Standards of the International Accounting Standards Board (IASB) that were in effect on the reporting date, June 30, 2006. All applicable readings and interpretations of the International Financial Reporting Interpretations Committee (IFRIC) up to that date have been applied, as has IAS 34 ("Interim Financial Reporting").

During the period covered by this interim report, there were no changes in accounting principles from those applied in the annual financial statements as of December 31, 2005.

This report contains forward-looking statements that reflect the current views of the management of Pro-SiebenSat.1 Media AG regarding future events. These forward-looking statements include any statement in this report that reproduces or is founded upon intentions, expectations or predictions of the company. These statements are based on plans, estimates, and projections currently available to the management of ProSiebenSat.1 Media AG. They therefore refer only to the date on which they are made. Forward-looking statements are inherently subject to risks and uncertainties (for example, owing to future developments in the German advertising market) that may cause actual outcomes to differ materially from such forwardlooking statements or the results they imply. ProSiebenSat.1 Media AG assumes no obligation to update such statements to reflect new information or future events, nor does it intend to provide such updates.

Financial Calendar

		Q2 2006	Q2 2005		Change Change in %
EUR k
1.	Revenues	550,875	507,818	43,057	8%
2.	Cost of sales	-325,543	-311,071	14,472	5%
3.	Gross profit	225,332	196,747	28,585	15%
4.	Selling expenses	-49,329	-48,443	886	2%
5.	Administrative expenses	-33,849	-33,025	824	2%
6.	Other operating income	2,719	2,960	-241	-8%
7.	Operating profit	144,873	118,239	26,634	23%
8.	Expenses due to transfer of losses	- / -	-452	-452	-100%
9.	Income from securities and loans of financial assets	38	1,032	-994	-96%
10.	Income from equity interests in associated companies	1,588	365	1,223	335%
11.	Write-downs of financial assets and current securities	- / -	-227	-227	-100%
12.	Net interest and similar income	1,730	1,212	518	43%
13.	Net interest and other expenses	-11,028	-11,519	-491	-4%
14.	Income from financial instruments	- / -	9,213	-9,213	-100%
15.	Other financial expenses	-693	-635	58	9%
16.	Financial loss	-8,365	-1,011	-7,354	-727%
17.	Income from ordinary business activities	136,508	117,228	19,280	16%
18.	Income taxes	-51,910	-45,087	6,823	15%
19.	Consolidated profit	84,598	72,141	12,457	17%
	attributable to
	Shareholders of ProSiebenSat.1 Media AG	83,429	71,654	11,775	16%
	Minorities	1,169	487	682	140%
EUR
	Basic and diluted earnings per share of common stock according to IAS 33 *	0.38	0.32	0.06	19%
	Basic and diluted earnings per share of preferred stock according to IAS 33 *	0.39	0.34	0.05	15%

* thereby accounted for net profit for the period: 83.4 EUR m [previous period: 71.7 EUR m]; thereby accounted for number of common and preferred shares: 218,797 thousand [previous year: 218,797 thousand]

Financial Calendar

	Consolidated income statement for ProSiebenSat.1 Media AG
EUR k		H1 2006	H1 2005		Change Change in %
1.	Revenues	1,016,141	937,775	78,366	8%
2.	Cost of sales	-647,745	-610,315	37,430	6%
3.	Gross profit	368,396	327,460	40,936	13%
4.	Selling expenses	-102,950	-94,806	8,144	9%
5.	Administrative expenses	-65,008	-64,458	550	1%
6.	Other operating income	5,512	7,184	-1,672	-23%
7.	Operating profit	205,950	175,380	30,570	17%
8.	Expenses due to transfer of loss	- / -	-452	-452	-100%
9.	Income from securities and loans of financial assets	43	2,523	-2,480	-98%
10.	Income from equity interests in associated companies	1,540	3,421	-1,881	-55%
11.	Write-downs of financial assets and current securities	- / -	-594	-594	-100%
12.	Net interest and similar income	2,411	2,211	200	9%
13.	Net interest and other expenses	-22,034	-25,997	-3,963	-15%
14.	Income from financial instruments	- / -	9,213	-9,213	-100%
15.	Other financial expenses	-1,310	-1,391	-81	-6%
16.	Financial loss	-19,350	-11,066	-8,284	-75%
17.	Income from ordinary business activities	186,600	164,314	22,286	14%
18.	Income taxes	-70,962	-63,213	7,749	12%
19.	Consolidated profit	115,638	101,101	14,537	14%
	attributable to
	Shareholders of ProSiebenSat.1 Media AG	114,161	100,340	13,821	14%
	Minorities	1,477	761	716	94%
EUR
	Basic and diluted earnings per share of common stock according to IAS 33 *	0.52	0.45	0.07	16%
	Basic and diluted earnings per share of preferred stock according to IAS 33 *	0.53	0.47	0.06	13%

* thereby accounted for net profit for the period: 114.2 EUR m [previous period: 100.3 EUR m]; thereby accounted for number of common and preferred shares: 218,797 thousand [previous year: 218,797 thousand]

Consolidated balance sheet of ProSiebenSat.1 Media AG
ASSETS
EUR k	6/30/2006	6/30/2005		Change 12/31/2005	Change
A. Noncurrent assets
I. Intangible assets	327,417	329,994	-2,577	329,772	-2,355
II. Property, plant and equipment	230,634	237,703	-7,069	235,664	-5,030
III. Financial assets	4,895	3,332	1,563	3,864	1,031
IV. Programming assets	247,305	230,920	16,385	253,596	-6,291
V. Accounts receivable and other long-term assets	2,463	4,484	-2,021	3,298	-835
VI. Deferred taxes	6,155	14,560	-8,405	- / -	6,155
	818,869	820,993	-2,124	826,194	-7,325
B. Current assets
I. Programming assets	779,931	884,969	-105,038	803,888	-23,957
II. Inventories	5,453	6,062	-609	4,473	980
III. Accounts receivable and other short-term assets	233,124	237,724	-4,600	222,019	11,105
IV. Marketable securities	258	359	-101	2,446	-2,188
V. Cash, cash at bank	338,563	80,321	258,242	157,556	181,007
	1,357,329	1,209,435	147,894	1,190,382	166,947
Total assets	2,176,198	2,030,428	145,770	2,016,576	159,622

LIABILITIES AND SHAREHOLDERS' EQUITY
EUR k	6/30/2006	6/30/2005		Change 12/31/2005	Change
A. Shareholders' equity
I. Subscribed capital	218,797	218,797	- / -	218,797	- / -
II. Capital reserves	580,719	579,284	1,435	579,965	754
III. Group equity generated	500,839	266,079	234,760	386,678	114,161
IV. Accumulated other Group equity	-8,867	-2,857	-6,010	4,224	-13,091
V. Minority interests	-411	-1,067	656	-1,915	1,504
	1,291,077	1,060,236	230,841	1,187,749	103,328
B. Noncurrent liabilities
I. Long-term financial liabilities	188,717	385,165	-196,448	382,658	-193,941
II. Provisions	4,888	17,309	-12,421	6,521	-1,633
III. Other liabilities	118,460	126,531	-8,071	123,046	-4,586
IV. Deferred taxes	- / -	- / -	- / -	450	-450
	312,065	529,005	-216,940	512,675	-200,610
C. Current liabilities
I. Short-term financial liabilities	197,291	87,995	109,296	4,577	192,714
II. Provisions	111,185	112,909	-1,724	49,701	61,484
III. Other liabilities	264,580	240,283	24,297	261,874	2,706
	573,056	441,187	131,869	316,152	256,904
Total liabilities and
shareholders' equity	2,176,198	2,030,428	145,770	2,016,576	159,622

ProSiebenSat.1 Group cash flow statement
EUR k	H1 2006	H1 2005
Consolidated profit	114,161	100,340
Depreciation, amortization and impairment/write-ups of noncurrent and current assets	19,508	15,078
Consumption/write-ups of programming assets	477,523	452,418
Change in tax provisions (incl. change in deferred taxes)	61,004	68,755
Change in other provisions	354	-1,491
Result from equity accounting and other noncash relevant changes within financial assets	1,616	-5,279
Result from sale of fixed assets	-35	-48
Other noncash income/expenses	754	863
Cash flow	674,885	630,636
Change in inventories	-980	-1,074
Change in non-interest-bearing receivables and other assets	-8,082	-40,225
Change in non-interest-bearing liabilities	-13,297	-44,415
Cash flow from operating activities	652,526	544,922
Proceeds from disposal of noncurrent assets	157	2,409
Expenditures for intangible assets and property, plant and equipment	-12,205	-9,826
Expenditures for purchase of financial assets	-2,687	-1,550
Proceeds from disposal of programming assets	3,735	3,632
Expenditures for programming assets	-459,121	-465,641
Effects of changes in scope of consolidation and other changes in equity	1,387	-168,238
Cash flow from investing activities	-468,734	-639,214
Free cash flow	183,792	-94,292
Dividend	- / -	-63,451
Change of interest-bearing liabilities	-2,785	-101,705
Cash flow from financing activities	-2,785	-165,156
Change in cash and cash equivalents	181,007	-259,448
Change in scope of consolidation in cash and cash equivalents	- / -	45,034
Cash and cash equivalents at beginning of year	157,556	294,735
Cash and cash equivalents as of June 30	338,563	80,321
The cash flow from operating activities includes the following receipts and payments according to IAS 7:
Cash flow from income taxes	-47,582	-41,826
Cash flow from interest expenses	-17,314	-27,577
Cash flow from interest income	2,294	1,432

Statement of changes in shareholders' equity of the ProSiebenSat.1 Group for First Half 2005
EUR k	Subscribed	Capital	Group equity	Accumulated other		Minority	Share
	capital	reserves	generated	Group equity		interests	holders'
				Foreign	Valuation		equity
				currency	from cash
				translation	flow hedges
				adjustment
December 31, 2004	218,797	578,421	229,190	-135	-23,504	1,334	1,004,103
Dividends paid	- / -	- / -	-63,451	- / -	- / -	- / -	-63,451
Changes in scope of consolidation	- / -	- / -	- / -	- / -	- / -	-3,162	-3,162
Other changes	- / -	863	- / -	-9	20,791	- / -	21,645
Consolidated profit	- / -	- / -	100,340	- / -	- / -	761	101,101
June 30, 2005	218,797	579,284	266,079	-144	-2,713	-1,067	1,060,236

Statement of changes in shareholders' equity of the ProSiebenSat.1 Group for First Half 2006
EUR k	Subscribed capital	Capital reserves	Group equity generated	Accumulated other Group equity		Minority interests	Share holders' equity
				Foreign currency translation adjustment	Valuation from cash flow hedges
December 31, 2005	218,797	579,965	386,678	-250	4,474	-1,915	1,187,749
Other changes	- / -	754	- / -	-116	-12,975	27	-12,310
Consolidated profit	- / -	- / -	114,161	- / -	- / -	1,477	115,638
June 30, 2006	218,797	580,719	500,839	-366	-8,501	-411	1,291,077

Segment reporting of the ProSiebenSat.1 Group
EUR k	Free TV	Transaction TV	Other Diversification	Transitions	Total consolidated financial statement H1 2006
Revenues	935,576	48,877	68,738	-37,050	1,016,141
External revenues	909,899	48,122	58,120	- / -	1,016,141
Internal revenues	25,677	755	10,618	-37,050	- / -
Operating profit	182,286	10,390	13,652	-378	205,950
EBITDA	195,836	14,679	15,407	-464	225,458

Segment reporting of the ProSiebenSat.1 Group
EUR k	Free TV	Transaction TV	Other Diversification	Transitions	Total consolidated financial statement H1 2005
Revenues	890,879	8,413	61,002	-22,519	937,775
External revenues	870,110	8,238	59,427	-/ -	937,775
Internal revenues	20,769	175	1,575	-22,519	- / -
Operating profit	163,060	1,158	10,881	281	175,380
EBITDA	175,586	2,309	12,644	280	190,819

Financial Calendar

Press Conference/IR Conference Preliminary Figures 2005	Februar 21, 2006
Quarterly Report January to March 2006	Mai 11, 2006
Annual Shareholders' Meeting	August 2, 2006
Interim Report January to June 2006	August 2, 2006
Nine-Month Report January to September 2006	November 9, 2006

Contact

Press ProSiebenSat.1 Media AG Unternehmenskommunikation Medienallee 7 85774 Unterföhring Tel. +49 [89] 95 07 – 1 1 64 Fax +49 [89] 95 07 – 911 64

Investor Relations ProSiebenSat.1 Media AG Medienallee 7 85774 Unterföhring Tel. +49 [89] 95 07 – 15 02 Fax +49 [89] 95 07 – 15 21

Share Information ProSiebenSat.1 Media AG Medienallee 7 85774 Unterföhring Tel. +49 [8000] 777 117 Fax +49 [89] 95 07 – 15 21 E-mail: aktie@ProSiebenSat1.com

Internet www.ProSiebenSat1.com

Imprint

Published by ProSiebenSat.1 Media AG Medienallee 7 85774 Unterföhring Tel. +49 [89] 95 07 – 10 Fax +49 [89] 95 07 – 11 22 HRB 124 169 AG München

Finanzkalender

Conception and Content ProSiebenSat.1 Media AG Corporate Office

Design ProSiebenSat.1 Media AG Corporate Office