HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION GSN Opportunity Overview December 2010

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 1 Executive Summary SPE may have an opportunity to buy-up to a control position in GSN A transaction would: –Expand SPE’s growing U.S. network portfolio by enabling SPE to control a well penetrated channel –Resolve complexities inherent in the current 50/50 governance structure –Provide a path to full ownership by SPE, likely through a put/call on any portion of DirecTV’s 65% stake in GSN not acquired in the initial transaction A transaction also has potential financial benefits, including: –Step-up gain of approximately $200MM –Increase in SPE’s EBIT of $30 to $50MM starting in FYE13 (after purchase price amortization decreases) –Increase SPE’s share of annual cash inflow by approximately $50 to $90MM

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 2 Historical Context SPE’s ownership of GSN faced several challenges at the time of the last transaction (April 2009), leading SPE to structure a deal that created a path toward exit –GSN’s 50/50 governance structure (between SPE and Liberty) made it less likely for either owner to implement their broader business interests to GSN’s benefit –DirecTV (then owned by Liberty) was withholding payment of carriage fees pending renegotiation of its carriage agreement with GSN –Liberty appeared an eager buyer while SPE’s U.S. linear channel presence was limited to GSN There have been significant changes since the last transaction that create an opportunity for SPE to resolve the 50/50 governance structure through a buy-up rather than an exit –Through a spin-off and merger, Liberty’s interest in GSN is now held by DirecTV –DirecTV revised its GSN carriage deal and is now paying GSN fees in line with GSN’s other carriage deals –DirecTV has stated their GSN stake is not strategic for them and they are open to selling their stake –By the end of March 2011, SPE will expand our linear U.S. network interests to include four channels: GSN, Sony Movie Channel (wholly-owned), 3Net, and FEARnet

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 3 Summary of Opportunity SPE now has an opportunity to acquire a controlling stake in GSN, creating strategic and financial benefits –By acquiring additional equity and voting rights, SPE would have a near-term opportunity to move from a 35% equity and 50% governance position to a controlling ownership and governance position –Ownership would expand SPE’s U.S. network portfolio with control of a network that is well penetrated and reaches over 65MM US households –Ownership would increase SPE’s share of cash flow in a profitable and growing business and, after the acquisition price is amortized, would increase SPE’s share of earnings –Transaction also expected to generate potential step-up gain that could be in the range of $200MM, depending on final fair value assessment of the business –A transaction would include a path to full ownership (likely through a put/call), which may ultimately require in excess of $650MM to buy-out DirecTV’s 65% stake

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 4 Financial Impact SPE currently holds 35% of the equity in GSN. The percentage of additional equity SPE would acquire in a transaction has not yet been resolved nor has the valuation For reference, the April 2009 transaction had an implied valuation of $780MM. A transaction today would be at a higher value as GSN’s earnings have increased and a control premium would be applied If SPE assumed control of GSN on an enterprise valuation of roughly $1BN, there would be a potential $200MM step-up gain on the 35% of GSN SPE currently owns –The deal must meet the accounting requirements of control –FMV for purposes of gain calculation must be the result of an independent valuation, which will likely be less than the purchase price due to control premium –For example, if the transaction value were $1BN with control premium and FMV were $800MM before control premium; gain would be based on $800MM

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 5 Financial Impact (continued) Buy-up would allow consolidation and could potentially increase SPE’s EBIT by $30 to $50MM once initial purchase price amortization (PPA) levels taper off –SPE currently recognizes 35% of GSN's net income as part of SPE's operating income –After the acquisition SPE will recognize 100% of GSN’s operating income, however offset by Purchase Price Amortization of intangible assets as a result of the acquisition –100% of GSN’s operating income after PPA is currently estimated to be $24MM, $67MM, and $99MM in FYE12 - FYE14, respectively (net of $66MM, $47MM, and $36MM of PPA) –If SPE were to continue to hold GSN under the current deal with DirecTV, SPE's OI from GSN would be $31MM, $40MM, $47MM which is $7MM higher, $27MM lower, and $52MM lower than consolidated GSN’s operating income after PPA –PPA must be determined by an outside specialist and will likely vary from estimates reflected here Buy-up would also increase SPE’s share of cash inflow by roughly $50 to $90MM per year –SPE currently receives 35% of the dividends paid by GSN; estimated at $18MM, $28MM, and $34MM, in FYE12 – FYE14, respectively –After the acquisition SPE will receive an increased percentage of the dividends paid by GSN as well as recognize any undistributed cash that remains on GSN’s balance sheet. Combined, these are estimated at $68MM, $93MM, $122MM, in FYE12 – FYE14, respectively; which is an increase of $50MM, $64MM, and $89MM over current estimates for SPE’s 35% of GSN’s dividends