Metro-Goldwyn-Mayer and Showtime Networks Reach Wide-Ranging Output Agreement; Transaction for New and Library Product & TV Series Commitment.

Business/Entertainment Editors & Film/Television/Cable Writers

SANTA MONICA, Calif.--(BUSINESS WIRE)--April 24, 2000

In a unique and comprehensive agreement, Metro-Goldwyn-Mayer Inc. (NYSE: MGM) and Showtime Networks Inc. have reached an agreement which includes current and future theatrical output, certain library films, and a commitment to co-produce three new television series. The enhanced arrangement, which runs through December 31, 2008, significantly adds to and extends a pre-existing agreement and will provide up to 270 first-run theatrical films to Showtime Networks. The new agreement was announced jointly today by Jim Griffiths, President, MGM Worldwide Television Distribution, and Jerry Offsay, President, Programming for Showtime Networks Inc.

The extensive agreement, effective immediately, addresses the premium television distribution of MGM's theatrical feature films, certain library films, and original television series product. Showtime will have exclusive pay television rights to all MGM feature film theatrically released through December 31, 2008.

One of the current feature films included in the agreement is "Return To Me," which opened on April 7th and stars David Duchovny and Minnie Driver and earned nearly $8 million in its opening weekend. Recent box-office successes that are also Showtime titles include "The World Is Not Enough," starring Pierce Brosnan as James Bond; "The Thomas Crown Affair," featuring Pierce Brosnan and Rene Russo; and "Stigmata."

Also included in the pact are MGM's forthcoming releases such as "Autumn in New York," teaming Richard Gere and Winona Ryder; "Dancing in the Dark," starring Academy Award(R) winner Angelina Jolie and Antonio Banderas; "Antitrust," with Tim Robbins, Ryan Phillippe, Rachael Leigh Cook and Claire Forlani; "Hannibal," directed by Ridley Scott, which is the chilling sequel to "Silence of the Lambs" and stars Anthony Hopkins and Julianne Moore; "Breakers," featuring Sigourney Weaver, Gene Hackman and Jennifer Love Hewitt; a new interpretation of the classic film "Rollerball," with Chris Klein and LL Cool J, directed by John McTiernan; "Wind Talkers," starring Nicolas Cage and directed by John Woo; "Outlaws," directed by Barry Levinson and headlining Bruce Willis, Billy Bob Thornton and Cate Blanchett; and "What's The Worst That Could Happen?," pairing Martin Lawrence and Danny DeVito.

The new output deal also provides a commitment under which MGM Television Entertainment and Showtime will create and produce three new original series to premiere in 2003, 2005, and 2007, respectively. Also as part of this agreement, Showtime has picked up a fifth season of "Stargate SG-1," starring Richard Dean Anderson, marking another 22 episodes of the highly-rated science-fiction series. This agreement also calls for Showtime to license up to 1,200 titles from the extensive MGM film library over the next six years.

Under the terms, Showtime will be able to offer its channels on a subscription "on-demand" basis, allowing customers to view programming on the Showtime services at their convenience during the Showtime pay window. The agreement also allows for the distribution of Showtime via new technologies including the Internet during the premium television window.

"In its scope, this agreement far exceeds the industry standard for such transactions, while underscoring the strength of the relationship enjoyed between two great entertainment companies," said Griffiths. "We are looking forward to providing Showtime viewers with a unique array of great films and quality original television series that they have come to expect from MGM."

Offsay added, "This agreement with MGM reaffirms and extends our continued commitment to both the acquisition of high quality theatrical films and the production of proprietary original programming that represent some of the finest talent that Hollywood has to offer. Through our successful longstanding relationship with MGM, our companies have created an alliance that far exceeded any of our expectations. Together we have built a strong inventory of compelling exclusive programming, and we look forward to collaborating with them to create new exclusive programs for our viewers. In addition, licensing a large number of films from MGM's extensive library will help fortify our ever growing number of multiplexed channels."

The deal was negotiated on behalf of Showtime Networks by Matthew Duda (Executive Vice President, Program Acquisitions and Planning), Gary Garfinkel (Vice President, Film Acquisitions), Mark Becker (Senior Vice President, Program Acquisitions - East Coast and Associate General Counsel), Andrea Simon (Senior Vice President, Deputy General Counsel), Kent Sevener (Vice President, Counsel-Entertainment) and Anne Kurrasch (Senior Vice President, Business Affairs).

Metro-Goldwyn-Mayer Inc. is actively engaged in the worldwide production and distribution of entertainment product, including motion pictures, television programming, home video, interactive media, music and licensed merchandise. The Company owns the largest modern film library in the world, consisting of more than 4,100 titles. Its operating units include MGM Pictures, United Artists Films, Orion Pictures, MGM Television Entertainment, MGM Networks, MGM Distribution Co., MGM Home Entertainment, MGM Consumer Products, MGM Music, MGM Interactive, and MGM.com. For more information on MGM, access MGM online at http://www.mgm.com.

Showtime Networks Inc. (SNI), which is a wholly-owned subsidiary of Viacom, Inc., owns the premium television networks SHOWTIME, THE MOVIE CHANNEL and FLIX. SNI operates and manages the premium television network SUNDANCE CHANNEL, which is owned by SNI, Robert Redford and Universal Studios. SHOWTIME en Espanol, a separate audio feed of SHOWTIME, is available for the Spanish-speaking audience. SNI also markets and distributes sports and entertainment events for exhibition to subscribers on a pay-per-view basis.