2. Agenda Financials Historical trends Forecasts Operating Metrics
Comparable Transaction Multiples
Potential Structures
Next steps

3. Pro forma Historical P&L
Comments
Revenue stated as if each business was owned all years
SkillJam wholly owned by FUN
Worldwinner acquired by FUN in March ‘06
Teagames acquired by FUN in August ‘06
2007 costs/EBITDA is pro forma, including only businesses to be contributed to GSN
Prior year costs not available on a pro forma basis

4. Summary of P&L Forecasts 2008 – 2010 by Case
(1) Excludes acquired Free Games revenue of $4.3MM, $10.7MM, and $14.8MM in 2008, 2009, and 2010 respectively
(2) Free Games SG&A comprises all operating expenses (salaries, marketing, etc.) associated with the new venture. Total Marketing (excludes Free Games marketing expense) is calculated as the greater of 10% of revenue (excluding Free Games) or ~ 1.9X the registration rate per annum

5. Tournament Revenue Drivers
Net Adjusted Revenue (NAR)
Cash entry fees less player winnings
Cash Entry Fee (CEF)
Gross fees paid by active money players to participate in tournaments
CEF / Active Money Player
Active Money Players
CEF / Game
Games / Active
Attrition Rate
Conversion Rate
Existing Money Players
Registrants

6. Operating Metrics

7. Wheel of Fortune and Jeopardy Contribution to FUN*
*Rough estimate of Wheel of Fortune and Jeopardy contribution and is before any detailed estimates for title specific marketing and/or development

8. Comparable Transaction Multiples

9. Structure Options Outright purchase
Base to mid-case total value for FUN (approx $120mm)
Likely an additional write-down for Liberty
Purchase with performance-driven bonus payment
Up front payment based on lower total value for FUN (approx $100mm)
Bonus payment(s) over 1 or 2 years, max
Several options for bonus calculation
Revenue multiple (exposes SPE to risk of uneconomic growth to earn bonus)
EBITDA multiple (exposes SPE to challenge of tracking costs appropriately in combined business)
ARPU or other performance metric
Some combination of above
Bonus payments to properly adjust for WOF and Jeopardy revenue (we don’t pay for own value)
Purchase with higher payment and clawback
Highest upfront valuation ($180mm?)
May enable Liberty to avoid writedown, but entails some collection and accounting risk for SPE
For any of above, consider alternative sources for payment (eg – from GSN proceeds) or other
opportunities for favorable tax treatment

10. Next Steps Complete external legal assessment
Initiate interim Liberty communication, if any, to advise that SPE is assessing legal risk
Additional interim communication regarding valuation falling short of $180mm
Agree on proposal to make to Liberty
Structure and price
Positioning given likely Liberty concerns (eg – tax, write-offs)
Update SCA and Howard/Nicole
Any clarity on Tokyo position on business
Early overview of offer proposal
Discuss expected timing of non-binding LOI (e.g., within 2 weeks if Liberty accepts)
Contact Liberty with Proposal
Michael Lynton to call Maffei
Communicate valuation and structure
Discuss legal diligence hurdle and next steps
Comment on alternatives to be pursued if deal ultimately doesn’t happen