Acquisition of Additional Stake in Game Show Network Presentation to the GEC March 9, 2011

1. Acquisition of Additional Stake in Game Show NetworkPresentation to the GEC March 9, 2011

2. Executive Summary • Game Show Network (GSN) operates a U.S. cable network focused on game show content, and a digital business including online games and an online ad network • SPE owns 35% of GSN and shares management control 50/50 with DIRECTV (65% owner) • SPE seeks approval for the following transaction; long-form documentation still under negotiation with DIRECTV • Acquire an additional 5% of GSN for $60MM • Acquire management control of GSN • Grant DIRECTV a put on an additional 20% of GSN • Delegate selection of put payment methods to the Sony Corp CFO • Deal would allow SPE to consolidate GSN in the near-term while delaying the majority of the cash payment to future years • Acquiring management control of GSN would create strategic and financial value for SPE • Strengthens SPE’s presence in U.S. cable networks • Enables SPE and GSN to further exploit and mutually benefit from SPE’s light entertainment assets • Acquiring management control of GSN allows SPE to consolidate, and is expected to increase EBIT (by up to $38MM per year by FYE14) and cash in future years • SPE would recognize a step-up gain at close • SPE believes now is the right time to capitalize on DIRECTV’s willingness to cede management control and expand on SPE’s growing base of U.S. cable assets

3. GSN Overview Television Digital • Skill-based games • Online casual skill-based cash competitions • 30MM players worldwide(3) • Over 35 games including popular titles such as JEOPARDY! and Wheel of Fortune • Casual games • Ad-supported games on GSN.com • 50+ casual games on Facebook • Utilizes virtual goods currency model • 2MM+ active members(3) • Advertising network • Sales force selling ad inventory from online game publishers to advertisers • Sophisticated tools link the performance of the ad to the revenue generated • U.S. cable network with a primary programming focus on game show content • Distributed to approximately 66 million homes(1) • Demographics: target audience aged 25-54, female-skewing • Revenues driven by a mix of affiliate fees and television/online advertising • Programming strategy focused on • Producing flagship originals (TheNewlywed Game, Baggage, 1 vs. 100) • Acquiring highly rated off-network series • Licensing or developing content from SPT library, 2waytraffic, and Embassy Row • Per GSN estimate of CY10 subscribers • Unaudited • Per GSN management estimates

4. GSN Past vs. Present PAST PRESENT Revenues / Profits(1) • CY07 Revenue $126MM • CY07 EBIT $15MM • CY07 EBIT Margin of 12% • CY10 Revenue $233MM (CAGR 23%) • CY10 EBIT $71MM (CAGR 68%) • CY10 EBIT Margin of 30% • Liberty Media 50% owner • Not a willing seller • Comfortable with 50/50 governance • DIRECTV 65% owner • Willing seller • Believes 50/50 governance is not ideal Partner • New management team with strong track record • Financial growth and implementation of strategic initiatives Management • Concerns with management team • Difficulty reaching consensus with Liberty on installing new management team • Producing compelling originals/reformats (Baggage, 1 vs. 100) • Acquiring highly rated off-network series • Licensing content from SPT library, 2waytraffic, and Embassy Row • Heavy reliance on licensing older game show library product • Original programming less compelling or appealed to a demographic not core to GSN Programming • Robust strategy featuring: • Skill-based cash competitions • Casual games on Facebook and ad-supported games on GSN.com • Advertising network Online Presence • Limited online game options on GSN.com Target Demographic • Management attempting to shift core demographic to young men, rather than focusing on older females • Embracing older female demographic • Attracts advertisers • Aligns with heavy online gaming users (1) Based on unaudited actuals

5. GSN Financial History and Forecast Since 2007 the business has grown significantly and is now highly profitable Figures represent 100% of GSN’s Revenue and EBIT Values in $MM Values in $MM 18% CAGR 44% CAGR Calendar Year Calendar Year • NOTES: • 2005 – 2007 and 2010 figures are unaudited actuals; 2008 – 2009 figures are audited actuals; 2011 figures are GSN budget; 2012 – 2013 figures are management forecasts • The figures include the contribution from FUN Technologies acquired by GSN in April 2009, as well as Shizmoo and Mesmo acquired in April 2010

6. Key GSN Growth Drivers Advertising • Strong performance in television advertising, partly due to increase in viewership • Ad revenues held fairly stable through economic recession • Management forecasting significant further growth through CY13 Affiliate Revenues • Modest growth in affiliate revenue with CPI increases year-to-year and stable carriage commitments • Potential to increase penetration with existing affiliates, which could result in additional homes Focus Demographic • Refocused programming strategy on core female 25-54 demographic with increased investment in original programming and top tier licensed content • Casual games business positions GSN to capture significant growth in virtual goods social gaming • Purchase of online ad sales business enables GSN to offer the full suite of digital monetization opportunities from cash games to performance-based ad sales Diversification into Online Games and Ad Sales

7. Historical Context and Rationale for Buying-up • Historically, SPE and Liberty each owned 50% of GSN and maintained 50/50 governance • While GSN has remained an attractive asset, the 50/50 governance structure has inherent challenges that SPE has been attempting to resolve for several years • Prohibits either party from consolidating • Contributed to stalemates that delayed the agreement to hire new management in 2008 • Liberty needed GSN as a strategic asset and showed no willingness to sell its stake • In April 2009 SPE sold 15% of GSN to Liberty and instituted a buy/sell mechanism while leaving 50/50 governance in place • Liberty eventually spun out DIRECTV including Liberty’s interest in GSN (which is now held by DIRECTV) • Recently, SPE has expanded its U.S. network presence to include interests in three channels, in addition to GSN • GSN has continued to increase its profitability • Today, DIRECTV has indicated that it is willing to sell all or a portion of its stake in GSN to SPE, as well as cede management control

8. Strategic Benefits to SPE • Management control of GSN would give SPE • The majority of Board seats • Controls over the budget • The ability to hire/fire key management • Gaining management control of GSN increases SPE’s presence in U.S. cable networks • Adds increased scale to SPE’s portfolio of U.S. cable networks, which now includes significant minority stakes in GSN, FEARnet and 3net, and 100% of the Sony Movie Channel • GSN would become the cornerstone in a bouquet of channels that could eventually be managed under a common infrastructure • In addition to traditional network assets, GSN brings strength in skill-based online games that utilize GSN’s game show brands and SPE’s brands such as Wheel of Fortune and Jeopardy! • Attracts new demos to SPE’s television game shows • Builds on GSN’s and SPE’s current operating relationship to further benefit from SPE’s game and reality production assets, including 2waytraffic and Embassy Row • GSN could be a launching pad for new SPE game show formats • GSN would continue to license completed game show episodes from SPE’s library (Wheel of Fortune, Jeopardy!) and commission new versions of library formats (The Newlywed Game)

9. Summary of Proposed Deal Structure • Deal would allow SPE to consolidate GSN in the near-term while delaying the majority of the cash payment to future years • For $60MM ($(9)MM net cash impact), SPE would acquire an additional 5% of GSN at a valuation of $1.2BN (bringing SPE’s ownership to 40%) and acquire management control of GSN • DIRECTV would be issued a put for an additional 20% of GSN at an equity valuation of 13x prior calendar year OIBDA (EBITDA before executive compensation and earn-outs), capped at $320MM • Up to three annual trigger windows will begin no earlier than April 2012 (FYE13) • Once the put is triggered, certain competition filings and clearances may be required in the U.S. and other jurisdictions, as well as other consents prior to closing of put • SPE would have the flexibility to pay the first half of the put price in the year it is triggered and the second half one year later, with a 10% returnto DIRECTV on the second payment only • A buy / sell provision will apply to DIRECTV’s 40% and SPE’s 60% interest in GSN but cannot be triggered until April 2015 (FYE16) • The currently existing buy/sell mechanism would be replaced • Receiving party must elect to either purchase all of the initiating member’s ownership interest in GSN or sell all of the receiving party’s interest in GSN to initiating party (cannot be unilaterally forced to buy)

10. GSN Valuation Summary Deal Comparison • Initial 5% purchase based on an Equity Value of $1.2BN with an implied Enterprise Value / CY10 Adj. EBITDA multiple of 13.6X • If exercised in April 2012, 20% put would imply an Equity Valuation of $1.342BN and implied Enterprise Value / CY2011 Adj. EBITDA multiple would be 13.1X(2) • NOTES: • CY2010 Adj. EBITDA = $84.304MM • CY2011 Adj. EBITDA = $98.204MM • Houlihan Lokey Enterprise Value equals Equity Value less cash of $51MM, plus $0 debt, plus a $40MM valuation adjustment to account for LTIC in excess of normalized levels (which excess was excluded from HL’s comparables and DCF analysis) • 5% transaction Equity Value adjusted to Enterprise Value by subtracting $51MM of cash and adding $0 debt • 20% put Equity Value adjusted to Enterprise Value by subtracting $57MM of cash and adding $0 debt • Calculated from DCF analysis, adjusted EBITDA multiples and transaction multiples • Assumes DIRECTV triggers the put in April 2012

11. Estimated Financial Impact • EBIT Impact • Acquiring management control would allow SPE to consolidate GSN and is expected to increase SPE’s EBIT by $10MM-$40MM per year once initial purchase price amortization (PPA) levels taper off in FYE13 • Cash Impact and IRR • SPE would pay $60MM ($9MM net of consolidated cash) at close for 5% and management control of GSN • If DIRECTV exercises the 20% put in April 2012, SPE’s estimated pre-tax IRR would be 18%, after-tax IRR would be 13% and estimated cash outlay would be: • Pay put all at once (2): $268MM ($241MM net of consolidated cash) in April 2012 (FYE13) • Pay put in two tranches (2): $134MM ($107MM net of consolidated cash) in April 2012 (FYE13) and $147MM ($98MM net of consolidated cash) in April 2013 (FYE14) • If put is exercised in April 2013 or 2014, estimated net cash outlay increases by roughly $30MM • Step-Up Gain • Upon closing SPE would realize a step-up gain on the 35% of GSN currently owned • Based on the current valuation range and estimates of fair market value, the step-up gain would be approximately $265MM - $300MM • Value of gain subject to PwC’s further review of long-form documentation and Houlihan Lokey valuation (1) Incremental EBIT is after assumed amortization.  The valuation of intangible assets and related amortization will be undertaken by a valuation expert.  The amounts presented are management's estimates and final amounts may vary by more than 10%. (2) 20% put payment based on CY11 budget

12. Risks and Mitigation Risks Mitigation • Carriage Deals • GSN will need to retain its carriage deals with distributors to achieve its forecast; this includes its carriage deal with DIRECTV which lapsed in February 2011 and is being renegotiated • May be more difficult for GSN vs. channels which are part of larger network portfolios • GSN expects to extend its DIRECTV carriage agreement • GSN will benefit from SPE’s and DIRECTV’s relationships with other distributors • Impairment • Transaction will create Amortizable Intangibles of $450-550MM that would require a write-down if GSN: (1) had a material downward trend in its financials or (2) diverged from its core business or (3) changed its name • Transaction will create Goodwill of $450-550MM that would require a write-down if GSN is sold for a loss or there is significant underperformance • GSN has a history of steady performance, is on a solid growth path and SPE is unlikely to change GSN’s name • Per current estimates, by 3 years post acquisition about 40% of the Amortizable Intangibles would be amortized which significantly reduces the potential long-term impact • SPE does not expect to sell the asset in a loss position • Under U.S. GAAP, the goodwill test addresses the value of the broader portfolio of television network assets which could decline significantly without a goodwill impairment • Skill-based Games • A portion of GSN’s growth is driven by online casual skill-based game tournaments for a fee, which are subject to gaming regulations • “Skill-based” determination is done on a game-by-game basis, is factually intensive and can vary by jurisdiction • If gaming regulations become more restrictive, GSN’s revenues in this area could decrease • To comply with gaming regulations, among other things, FUN (GSN’s skill-based online gaming division): • Does not offer fee-based tournament games in certain prohibited U.S. states and foreign jurisdictions • Employs filtering technology to exclude players from prohibited jurisdictions • Designs its games with outside counsel review

13. Next Steps • Approval processes to: • Acquire an additional 5% of GSN for $60MM • Acquire management control of GSN • Grant DIRECTV a put on an additional 20% of GSN • Delegate selection of put payment method to Sony CFO • Accounting • Finalize step-up gain with PwC • Preview value of intangible assets with PwC • Deal documentation • Complete negotiation of Operating Agreement to revise governance • Complete negotiation of Liquidity Agreement to address the put and buy/sell • Complete negotiation of Membership Interest Purchase Agreement for purchase/sale of 5% of GSN • Deal close