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cr

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cci

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Highly Confidential 000001-00502527
MySpace surpasses

Arnazon.ccn to become the

0th largest site monthly

unique visitors coni Score

____ ______

________

_______

118-0002

01

How has the market evolved since CES

MTV Networks

acquires Film for

$49M and develops

VH1 show of video

clips

FtIc

Founded in

February 2005

VouTube launches

website

FOX closes deal to

share revenue from

online distribution

with its affiliates

FOX shows to

be sold on

ilunes

MSN unveils new

plans to create

original

programming

iTunes video

launches with

ABC content

VouTube generates

Million playbacks with

SNLJs Lazy Sunday

which is pulled seven

weeks later

nner

.0

tube

CBS streams March

Madness college

basketball games for

free to 5mm people

and generates $4M

______ VauTube daily playbacks mysacacom NBC

NBC and affiliates

form joint venture

for new media

distribution

Warner Brothers

to distribute

movies using

BitTorrent
Overall consumption of partner content is played in

proportion to its availability in the index

Acquired Consumed

Video Titles

Live in Index

total 0.7MM

Video Hours

Live In Index

total 49K

Sources Content stats from VSPDB Traffic stats from VCSDB 05/08105

Video Titles

Played 2006

total lBn

118-0003
Premium Content Owners Lessons Learned

They still believe their content is king

They live by promotion Google does not

They dont like their content mixed with user-submitted content better

promotion is possible compromise

They feel sudden pressure to develop viable online models

They realize that their current threat is piracy not cannibalization of current

revenue streams through legitimate online use

They want to get in the game and arent solely focused on short-term

revenue

They want true distribution partner not just technology platform

They want to create new online content and want funding partners

They acknowledge You Tube can provide some level of promotion but

mainly perceive You Tube as trafficking mostly illegal content its video

Grokster

118-0004
Content Acquisition Challenges

Common complaints and deal hurdles from current and prospective partners

Disappointing 010 sales and support and lack of product improvements

Significant delays in bringing time-sensitive content online e.g. CBS and NBA

Cant find partner content

Poor search quality Poor basic browse functionality

Lack of content promotion

Delays in both one box and ASS integrations

Apparent lack of understanding of premium partner needs/desires

Inflexible of downloads fixed at 10 partners want industry std 3-5

Limited value of connected DRM and no device support

Partners live by promotion Google doesnt seem to get this whereas our competitors do

Lack of ad or other monetization models

Occasional mistakes in filtering copyright infractions

Inability to receive better store analytics and related information

Low pority of digitizing from film vs. tape also restricted site search not on roadmap

Perception that Google lacks strategic priorities or has priodties that conflict with partners

Perception of focus on user-generated content

Lack of web crawl for video esp. RSS

Appearance of CV as walled garden vs. switchboard

Partners own confusion and inabiUty to migrate old models to the web

118-005

lii

ii
Fr

a.

a.

Every TV/Major

Cable network CBS

ABC Fox

Movie studios

Music labels

iTunes Niche content

Yahoo University Lectures

AOL Archives e.g.

MSN NARA

GV can differentiate and win by having most comprehensive

content for users worldwide

Smaller cable

networks

Educational/DIV

Special Interest

verticals

VouTube

Myspace

Grouper

Veoh

100smallsites

Demand

Maintain relationships w/

premium owners and reset

expectations

Focus on promotions and

event programming

Do RSS feeds when ready

Accelerate growth of torso

content

Acquire more international

content

Continue digitization efforts

Develop community tools

and explore deals to

contribute premium content

to user-generated activities

_____ llR-UUU
I.

01

01

Ui

Monetization Potential of Different Content Types

-J

Size denotes traffic potential

7.

Low High

118-0007
Final Recommendations/Asks

Asks of EMO

Acknowledgement that premium content is being significantly deprioritized relative to

initial CES focus therefore many premium 010 deals are delayed

Agreement that the strategy to win is in ultimately providing most comprehensive

content offering possible head torso and long tail

Acknowledgement that the following is essential to working with content owners

building scalable ads model asap

offering RSS asap

modifying DRM policy for download limits

providing disconnected DRM for downloads

improving promotion of partner content asap

increasing investment in tools and systems for copyright policy enforcement

118-0008

01

01

I.
CD

CD
How do we win

GV can use scale and expertise to have most comprehensive content offerings from

head to tail

Content types premium user generated torso which is key differentiator show

curve and add comments

Content genres/verticals entertainment sports lifestyle/how toDIY archives

news education niche etc

GV can be best user experience

Improve search not just hosted content but for all web video content

Provide linkages such as RSS feeds and one-box integration in meantime

Drive open standards and distribution deals so users can consume content across

multiple devices especially linking PC to TVs

CV can be best partner to content owners

Respect copyrights of premium content owners we should beat YouTube by

improving features and user experience not being rogue enabler of content

theft

Provide best in class marketing/promotion of content pathcularly event

programming Online Film Festivals supporting Tentpole movie and tv shows

launches Superbowl ads Oscar trailers/content Jennifer Eva/Jon Dave

Provide platform for promotion and distribution for torso content owners who

have professional content but limited access to audiences

Provide community tools for voting rating tagging commenting recommending

mashing etc and give access to all types of content including select

premium/torso content

GV can provide multiple monetization options Advertising Sponsorships OTO and

leverage expertise In Advertising in particular

The way to win ultimately is in providing multiple monetization options particularly

advertising which can be applied across all content types

118-0010

UI
Ce

tog

.r3

Undiscovered/hard-to-monstize

Google Advantage

Partner Content Inventory

I.

to

0-

Ut

to

to

High potential content small

inventoiy/ concentrated

consumption

Denotes number of titles

Mature Adult

Dance

0.

0.

4500

4000

3500

3000

2500

2000

1500

1000

500

10000

Heavily-viewed premium hits

highest advertising potential

Mobie Trailer

Lw

Comedy

Less popular torso content

lowest monetization

potential

Most common torso content large

inventoly distributed consumption

Gay

UI

100000 1000000 10000000 100000000

Playbacks

Popular content

Brighicove Advantage

118-0011

-J
Of the wide range of partner content we have acquired

premium music and standard ads are most often played

Premium content

Live Inventory Titles

03 Documentary

Mt Promotimal

Neat

kiair Mjsical

Orts

Ecalimid

Gctrreoy

Stock Footage

Drama

Children Family

Rdioua

Nature

Health Flnsea

OSciF Fantasy

TV Show

Fordgn

OMimaPjdrnation

Hcrcr

Premium Content

Playbacks

Mate Mjsioet

Documentary

Sports

howo

abuie Trotter

Conitdy

Crate

Political

Educational

017 Show

ScI-Fi Fartary

Chitdarr Family

Aitne irneiioi

Ads Ftrnotlonal

9etiojo

Stock Footaga

OSiar

rt Ada Pronolionat

Coounonlaiy

OStock Footage

Edtsstiaiat

News

Muoc IkiLeical

Trawl

Sporla

Home Vidao

Irdopondent

Heath Faees

Art Erperimental

Drama

Special kte real

Actron Aduenture

1V Show

Science Tedirology

Con edt

OChitdren Famit

OMoveTrater

OLtaiream

Moute Gesture

Other

CAds Prornotiorel

Docurrerdary

OAisic MLatcat

Edicatimet

News

Drama

Sports

SConiedy

017 Show

Heats Ftthesa

Stock Footage

Special ktered

Ooritdren Famty

Adim Adwntum

Maturo Adut

Irdopandart

Gay Lesbian

Art Erqenmentel

SderDe Techrology

MovIe Trailer

Data

t4OO12 Home Video

Ortier

total 17K

Video Titles

Live in Index

total 0.7MM

all-time total 19MM

Standard Content

Live Inventory Titles

total 40K

Standard Content

all-time total 43MM

Playbacks

01

01

SourceS Content stats from VSPD8 TrafOc stats Iron VCSDB 05/06/06
if

In

1r3

21

tO

News sports educational and documentary videos make

up the majority of partner content by duration

Premium Content

Live Inventory Hours

News

DocLemeritaty

EdLeationa

Sports

Ada t. Promotions

Muvie featus

Action Adventure

Music MIstral

Foreign

Stodc Footage

Horror

Peligrots

TV Show

Comedy

trdarde1

Drama

Specs Interest

Foliticat

Pernne

Faith Spirituality

Travel

Cilidren Fenhib

Heath Fitness

Home Video

Business

Art Eiperirrerttal

Weotem

it

total 7K

Video Titles

Live Inventory Hours

total 49K

Spotis

News

Edicationat

Documentary

Drama

Mjsic Mjsica

RMoua

Come4

Heath Fitness

Chitite Family

TV Show

ScIence Tacfraidegy

Horror

Sot-Fl Fontasy

Ma Promotonal

Stock Footage

Patlicat

Nature

Standard Content

Live Inventory Hours

total 5K

Sources Content stats from VSPVB. Traffic Stats from VCSDB OSO05

118-0013
Usage data indicates that it is not the sheer number of video titles

that drives playback but the quality of videos

DF of playbacks

100-

90 ______

---- SO---

________

60--f MarDay

_____ _____ _______ 50 -...___ Mar Week ..._ .- -- Mar Month

________- _____- ...-._____ ---Dec Month

20-

____-

10 20 30 40 50 60 70 80 90 100

Percent of videos

Files Playbacks Files Playbacks

Top 10 videos 8.5% Top 10% of videos 83%

Top 20 videos 10.8% Top 20% of videos 92%

118-0014
How is CV doing

YouTube is getting more traffic and engagement than Google Video today. In

March 2006

Qualitative research in countries reveals the reasons behind this

Youlube is designed around the viral video experience. It is clear what the site is about it

promotes uploading and it makes it easy to browse video categories

YouTube promotes its viral and community features above all else

YouTubes content is all free and much of it is highly sought after pirated clips

118-0015

Source Neilsen/Netratings May 2006 YouTubes PV numbers could be inflated by RSS readers hitting the site

Source Company reports

You

Ln

Visitors

Page Views

ratio

Uploads

12.8 million 7.9 million

486 million 81 million

20m53s Bm4Os

million 120000
How has International usage differed What are the learnings

International We have to avoid being US-centric since more usage comes

from outside the US where there are big differences in taste and

consumption across different countries

63% of our playbacks and 40% of our uploads come from

outside the US

Large fraction of videos have large majority of playbacks from

single country Potential takeaway different videos resonate in

different countries

Playback and support for premium vs. user-generated content

varies significantly across different countries Germany vs.

Spain

Most of the non-US top videos have titles/descriptions not

legible in English

Top videos in non-US countries typically doftt get big US

viewership

118-0016

cn
GV internationally

if

to

Number of Internet Internet users who use

users millions video lxtmonth

UK .35

ES 13

FR 25

DE 4ö 7%

USA 200

Soucce JMLXNNR tbec2ao5. ELM Mflu çFeb 200a Onflne Puber

Msoaton April 2006 Morgar Strey Aprd

J2006L ..

Europe lags the US in Internet video

usage but is quickly catching up. No site

has yet built pan-European presence

Google Video receives 30% of playbacks from top

EU countries

Qualitative research reveals interest in premium

content varies by country. People in countries with

lower Internet video usage Germany France tend

to seek premium over user-generated content

Google Video became an international

product even before localized versions

were launched

63% of playbacks and 40% of uploads come from

the US today

Vs top 10 countries are all western countries.

This could be because our uploader and indexing

does not fully support CJK characters yet

GY Distribution by Country

9.00

8.00

7.00

6.00

5.00

4.00

0. 3.00

2.00

1.00

Playbacks

Uploads

.te 44.t st

Country

118-0017
Videos in the index are still Englishcentric despite the fact that 50% of

playbacks come from non-English

speaking countries

However analysis shows that the most popular

videos requested from non-English speakThg

countries still get enough playbacks to rise to

gIobal popularity status

This shows strong demand exists for local

content that we need to encourage

Our top videos drive disproportionate

amount of traffic from outside the US

30% of the top 200 videos in the GV index

receive at least 70% of playbacks from just

single County

56% of the top 200 videos receive the most

playbacks from -US country

Rank Title usa

Loose change 2nd ed extra footage 69%

Lady punch 72%

Amazing iuglin 73%

tnc ..

5lLoose change 2nd edition 70%

7SbS4tkàj%k it

also WE PWNED THIS FUNERAL TODAY 54% in 44.

io94ingt

12 ftWb rit mA

18-0018

59

GV Language Distribution

Null

Spanish

French

Dutch

Chinese

Partuguese

Gernn

talian

Ftlish

Japiese

Turkish

Hebrew
Important points to make somewhere in the deck

YouTubes business model is completely sustained by pirated content. They are at the

mercy of companies hot responding with DMCA requests. When they do like CSPAN

did with S. Colbert they suffer

The DMCA law could be overturned if the media industry engages in sustained lobbying

efforts it was written before the viral video craze took off and it is risky to build an

entire business model on this law. It/s also not scalable to expand internationally since

DMCA1sa US law

The YouTube business model is also not monetizable. They are an AdSense

publisher so we have good sense of their rate of monetizationFV

Youlube is going after one slice of the internet video market funny user-made

videos There is lot more slices in the pie and CV should try to be the broadest

possible index

We need to continue CBG support for video internationally b/c we ddnt have good ad

monetization solutions yet and some content producers will only distribute their content

if they can sell it

There is big market for high quality premium content but it is largely going to be

shorter form as opposed to hour movies. Perhaps this means we should be working

with media companies to get 2-4 minute funny clips from their shows. This will drive

traffic raise awareness of their TV shows e.g. Lazy Sunday boosted SNLs ratings 118 0019 and be very monetizable
Content etaAcquisition Priorities

Maintain relationships wI premium content owners and

reset expectations

Continue to push for DTO deals with current features knowing that

uptake will be limited

For partners resisting DTO in current form

Seek more free promotional content

Set up advertising and other monetization trials

Reset expectations regarding DRM improvements this year

Focus on one box integration improved browse/search/promotion

capabilities to come and RSS to come

Drive traffic through event programming

Set up advertising and monetization trials for current 010 partners

Differentiate based on our respect for copyright

VIaCOM SONY

18OO2O
I..

Content Acquisition Priorities Contd

Accelerate growth of torso content

Health/Fitness e.g. CareTALK

Educational e.g UCTV Regents of University of California

Faith and Spirituality e.g. Life Balance Media LIME

Lifestyle/Arts e.g. BlueHighwaysTV

Travel e.g. Wilderness Films International

Children and Family e.g. Sesame Street

Sports e.g. Collegiate Images

Special Interest e.g. WheelsTV

Other Niche Content e.g Bollywood films

Additional

Secure more non-US and non-English language content deals with

new partners

Continue digitization efforts

Consider university lectures pilot

kSLOM SONY
What Features/Infrastructure Needed to Support Content

__________ Types

Must-Have Product Features

Home page promotion branded pages

Browse by provider name

Ranking by video quality/premium partnership

Better search functionality

Fast upload with high service model

Tools for managing large amounts of content

Payment mechanism for DTO

Disconnected DRM and limited devices/downloads

Premium advertising option control over advertising partners

Statistics on page view/playback/download/payment behavior and demographics by title

Search traffic from googlecom

Search an provided and processed metadata including provider name

Multi-level granular brows

Featured areas to support standard partner content

TORSO Easy upload and takedown

Unified dashboard for tracking partners through the pipeline

Low-hassle digitization assistance

Payment mechanism for DTO

Advertising option to monetize e.g. text ads

USER Easy upload from web page

GENERATED User tagging rating voting send-to-friend myspace integration

Pooularity metrics

cnrma tnrfrfl tnn orfr iflnc noycie 1180022

PREMIUM
ii

How we plan to boost torso content

INCREASED CONTENT ACQUISITION TEAM ACTIVITY

Increased staffing in standard team FTEs

Faster response to user enquiries

Accelerated sign-up and upload of content

Capacity for proactive outreach

Identify new target torso content owners

Existing online video Glengarry tool

In-house tool for P50 identifies web sites with online video files

sods by quantity of video by vertical

Largely unutilized so far while partner team has been in reactive

mode untapped resources with fast upload path

Video not yet online Business Census in US regional targeting

outside US

Prioritization of key verticals functions with propensity to make

video sufficient revenues per firm

In-country groups charged with identifying top XX target content

providers and reaching out

IMPROVED PARTNER VIDEO EXPERIENCE

Better marketing of new torso content

Google Video flog Google Picks Google Partner Pages

Improved product functionality working browse and search coming in 02

Increase partner satisfaction about visibility of content

Increase traffic to partner videos

Positive marketing message and references

Future product functionality later in 2006

Localized versions of videogoogle.com homepage and uploader tools

Translated metadata descriptions for finding videos...

Option for monetization through text ads

Source Standard team feedback 1180023
01

01

01

Video monetization possibilities

Sponsored Video requires high-touch premium content to premium advertiser matching

needs top content and TV-style CFMs to work

aInlmr. n--.

advertising

ft people cut to value to each

interested in amount adverlr movie length minutes ads par content content adverliaer

seeing video will pay mins per ad stream owner owner peya

Per

CPM stream

911 t.ccee change 4560448 1000 0.01 82 15 75% 171.017 45.604

Amezingiugglirig 2521234 1000 0.01 25 75% 18.909 25.212

Airbusbuildplane 412772 1000 0.01 75% i$ii$Ji$i 4.126

Octopus sale shark 201412 1000 0.01 25 75% 1.511 2014

Jessica Simpson- These boots are made for wall/n 10C00. 1000 0.01 4.1 75% J.9J.. 10000

fl Tip Jar busker or shareware model may deliver strong incentives to user uploaders but

nothing to corporate partners Google would pass through all fees

II of people rmclion Rationale

interested in who will Average value to for tipping

seeing video tip tip content owner guesses

911 Locee change 4560448 5% 2.00 i$/3flJi Big f/p forchantyoi/nleresl groç /ong hidIy-edited video engaoed viewers

Amazing ugglino 2521234 2% 0.50 25.212 Viewers Aressed- see s/ngle benefcisr with Islen

Aithus build plane 412.772 0.10% 0.02 Lcw tip rate coronrate9omo video

Oclcpusealsshark 201412 2% 025 1.007 V/s vests t/tessed-sos single beneficiary with qoodcontenl

JeasicaSimpson These boots are ma/s for walkin 1000.000 0.10% 0.25 2.500 Low lip rate if is lhout tipgoes to Sony fl Text ads familiar Google technology accessible to smaller advertisers can monetize

standard partner and user content_Google Ct could keep fraction of ad revenues

-------

ft of people minutes ads on value to value to each clicks eech

Interested in movie length per ad screen at ft ads per content content advertise advertiser

seeing vide CTR CPC mine group time stream owner owner pays sees

911 Lootechange 4.560.448 0.50% 0.25 82 15 20 75% 65508 5.701 23802

Amazinguqqling 2521.234 050% 0.25 2.5 75% 9455 3152 12605

Airbus build plane 412.772 060% 0.25 76% 3096 51$ 2.064

Octopus eels shark 201 .412 0.50% 0.25 26 75% 755 252 1.007

Jessica Simpson-These boots are made for wall/n 10000.000 0.60% 0.25 4.1 76% $iii .8d1f 2.500 50000

based on April 206 actual playbacks except Me Simpson

SOurce Playbacks and movie length real data apati from Ms Simpson all else What-if analysis by BizOps

118-0024
Decisions on copyright policy and product features will signiflcantly

impact the activities of the content team in 2006

Priorities of content team

Keep premium and standard teams separate

Build premium relationships through multi-property deals

Engage premium partners in supporting crawl and metadata

extraction efforts

Seek multi-language support from existing premium partners

Engage premium partners on enabling viral clips

Communicate to premium partners no material ORM

improvements this year

Engage premium partners in sponsored content streaming ad

test/deployment only otherwise move premium team to

standard content acquisition effort

Focus on securing non-US and non-English language content

deals with new partners

Await improvements in search and browse to produce real data

on user preferences to guide further partner content acquisition

Increase staffing and/or resources to content acquisition ops

and legal teams to handle complaints and potential litigation

Limit damage through public policy investor relations press

and premium partner meetings

Support partners use of review tools

Reach out to non-partner content owners actively promote

review tool

F.

118-0025
Potential results of changing copyright enforcement policies

Likely acceptance among users especially highly media-aware young demographic

Higher traffic higher profile as destination site

Increased uploads of user content as weD as copyrighted content

Potential to monetize higher volume of traffic

Achieve OKRs on traffic and uploads

Inability to independently gauge what kind of impact on traffic other options can have

Improvements in features and user expeæence

Modifying copyright protection through applying public pressure through increased collaboration with content owners and

indirect pressure through press and public policy

Some content owners sue Google

Diversion of management attention

Negative PR

Potential monetary damages

Loss of trust from content providers

Reduced future access to content

Reduced willingness to partner with other Google properties

Reduced Adsense partnerships and revenues not just in Video

Inconsistent with assertions in book search and library partner program for respecting copyrights

Press public and potentially courts will see loosening of video standards as sign of overall approach to copyrights

Loss of trust from advertisers

Wish to avoid negative associations

Reduced ad revenues

118-0026
Speaker Notes SUde

Everyone hates Chris launch on GV 9/23/05

iTunes launch with ABC October 2005

YOulube launch February 2005 Not shown on tirneline

GV launch at CES January 2006

CBS puts programs on platforms conicast satellite gv plus their own .com

ilunes announces 15 millionth video download from email sent from PaidContent estimating 700k iTunes sales/week Feb 24 2006

SNL Lazy Sunday puts YouTube on the map episode aired December 17th 2005. It attracted about million online views before NBC asked that it be

removed

AOL launches In2TV 3/15/06

Yahoo says its scaling back on original programming March 2006

MTV announces re-org big plans new media distribution lets also see if we can find out when they acquired iFilm arid when their show on VH1 taking

clips from iFilm first aired background bullet on similar clips shows on air and in development the Film acquisition was Oct. 14 2006 for $49

Million.The Best of Web Video TV show with VHI first aired on Jan. 13 2006.

CBS streams NCAA championships for free and reports it generated $4mm in revenues mid March through end of March 2005

FOX closes landmark deal with affiliates

NBC and affiliates ton-n joint venture for new media distribution April 19 2006

GV announces initiative to digitize NARA content 2/24/06

ABC announces ad supported streaming trial of top shows announced April 10 20061 trial is for May and June 2006

MSN unveils new plans to create original programming May 2006

CBS Innertube 5/4/06

Some bullet that speaks to tremendous growth rate/volume of user-generated content

Others This is lot already but skews toward the head content we may need more tail bullets and more about torso e.g. CV announces initiative

to digitize NARA content

Message were trying to communicate The market is very young but extremely fast-moving premium content owners have really become more

aggressive and open to experimentation user-generated trend is huge

Speaker Notes Slide

Offer CV distribution/promotional prowess to those who dont have scale

Speaker Notes Slide

In addition to premium content torso content presents opportunities for competitive differentiation

Leverage CV promotion traffic tools for professional content owners who dont have scale

Take advantage of more relaxed ORM requirements among this class of owners

Few competitors will have resources or expertise to identify and close large volumes of torso deals

Speaker Notes Slide

118-0027
OveMew of Google and our portfolio

Speaker Notes Slide ID

Oveiview of Google and our portfolio

Speaker Notes Slide 20

Offer GV distribution/promotional prowess to those who dont have scale

Speaker Notes Slide 21

Offer GV distribution/promotional prowess to those who dont have scale

Speaker Notes Slide 22

Ovetview of Google and our portfolio

118-0028

01

01

01