CLAXSON
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
              (In Thousands of U.S. dollars, except per share data)


                                        Consolidated      Pro Forma  Combined

                                      Three     Twelve     Twelve     Twelve
                                      Months    Months     Months     Months
                                      Ended     Ended      Ended      Ended
                                     December  December   December   December
                                        31,       31,        31,        31,
                                       2001      2001       2001       2000

    NET REVENUES:
     Subscriber-based fees            $15,039   $60,756    $62,352    $59,333
     Advertising                       11,339    37,928     42,682     63,447
     Other                              2,504     8,960      8,762      5,549

         Total net revenues            28,882   107,644    113,796    128,329

    OPERATING EXPENSES:
    Product, content and technology    11,433    42,928     54,093     59,303
    Marketing and sales                 8,010    22,708     33,903     64,183
    Corporate and administration       10,631    29,796     41,438     52,760
    Depreciation and amortization       9,937    27,302     29,788     25,089
    Merger and restructuring               --        --     15,169      5,541

         Total operating expenses      40,011   122,734    174,391    206,876

    OPERATING LOSS                    (11,129)  (15,090)   (60,595)   (78,547)

    OTHER INCOME (EXPENSE), NET        (5,631)  (14,884)   (14,892)    (9,292)

    FOREIGN CURRENCY EXCHANGE LOSS    (29,755)  (31,660)   (31,815)      (974)

    SHARE OF LOSS FROM
     UNCONSOLIDATED
      AFFILIATES                      (14,459)  (19,073)   (22,953)   (12,558)

    BENEFIT (PROVISION) FOR NON-U.S.
     INCOME TAXES                        (913)   (4,124)    (4,396)    (1,076)

    MINORITY INTEREST                    (182)      (55)       (64)        (4)

    DISCONTINUED OPERATIONS                --        --    (32,331)   (18,636)

    NET LOSS                         $(62,069) $(84,886) $(167,046) $(121,087)

    NET LOSS PER COMMON SHARE
      (Basic and diluted)              $(3.35)   $(4.58)    $(9.01)    $(6.53)

    NUMBER OF SHARES USED IN PER
     SHARE
      CALCULATIONS
      (Basic and diluted)              18,539    18,539     18,539     18,539




                                     CLAXSON
                                  BALANCE SHEETS
                          (In Thousands of U.S. dollars)


                                                        As of
                                                     December 31,
                                                         2001
    ASSETS

    CURRENT ASSETS:
      Cash, cash equivalents and
       investments                                     $15,211
      Accounts receivable, net                          32,246
      Other current assets                              13,058

         Total current assets                           60,515

    PROPERTY AND EQUIPMENT, net                         31,902

    PROGRAMMING RIGHTS, net                             11,295

    INVESTMENTS IN UNCONSOLIDATED
     SUBSIDIARIES                                        4,591

    INVESTMENTS IN DEBT AND EQUITY
     SECURITIES                                          8,290

    INTANGIBLE AND OTHER ASSETS, net                   162,681

    TOTAL ASSETS                                      $279,274

    LIABILITIES AND SHAREHOLDERS' EQUITY

    CURRENT LIABILITIES:
      Accounts payable, accrued and other
       liabilities                                     $47,292
      Current portion of programming
       rights obligations                                9,746
      Current portion of long-term debt                 11,114

         Total current liabilities                      68,152

    LONG-TERM DEBT                                     101,881

    OTHER LONG-TERM LIABILITIES                          6,488

    SHAREHOLDERS' EQUITY                               102,753

    TOTAL LIABILITIES AND SHAREHOLDERS'
     EQUITY                                           $279,274



CLAXSON UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS INFORMATION - BY SEGMENT 


                        (In Thousands of U.S. dollars)



                               Pay      Internet &  Broad-   Claxson
                            Television   Broadband   cast  Corporate(1) Total
    For the Year Ended
     December 31, 2001:

    NET REVENUES              $79,358     $5,881   $28,557      $--  $113,796

    OPERATING INCOME (LOSS)   $(4,091)  $(47,192)  $(5,210) $(4,102) $(60,595)


    For the Year Ended
     December 31, 2000:

    NET REVENUES              $72,511    $21,385   $34,433      $--  $128,329

    OPERATING INCOME (LOSS)   $(5,675)  $(70,153)   $2,321  $(5,040) $(78,547)


(1) Represents Claxson's corporate expenses not allocated to any business unit.