1. DRAFT
Acquisition of Additional Stake in Game Show Network (GSN) Presentation to the Sony Corporation Board of Directors
March 23, 2011

2. Background: The Importance of TV Network Assets to SPE
Sony Pictures Entertainment consistently generates profits through:
Production and distribution of motion picture content
Production and distribution of television content
Operation of international and domestic television networks
To grow profits and mitigate recent declines in the Home Entertainment market, SPE continues to invest in high-margin businesses, including SPE’s TV networks which have a 21% margin
To date, the majority of SPE’s TV network growth has been in non-U.S. networks, which now reach over 500MM households worldwide
SPE is building on its success with international networks through ownership stakes in three emerging U.S. networks and a 35% interest in a broadly distributed cable Network, GSN
SPE seeks to increase its equity stake in GSN and acquire management controls in order to:
Increase scale in SPE’s U.S. networks business and expand on a positive operating relationship with SPE’s non-scripted production businesses
Increase ownership in a profitable, growing business and generate an attractive IRR
Consolidate GSN’s profits, increasing SPE’s annual EBIT by an estimated $38MM in FYE14
Recognize a step-up gain of $265MM - $300MM at the time the transaction closes

3. International TV Networks
Overview of SPE’s TV Network Portfolio
Network Profit Growth
SPE networks EBIT is anticipated to reach $206MM in FYE12
Represents annual growth of 36% between FYE08 and FYE12 (excluding one-time events)
International TV Networks
500+ Million HH
140+ Countries
123 Feeds
22 Languages
U.S. TV Networks(1)
SONY MOVIE CHANNEL1
TV networks represent a significant portion of SPE’s profits and are forecast to continue to grow
SPE has a broad portfolio of international television networks, most of which it either owns outright or controls
SPE is in the process of expanding its presence in the U.S. with the recent launch of several channels
Acquiring management control of GSN would accelerate this effort
SPE wholly owns Sony Movie Channel, holds 44.93% of 3net, holds 34.5% of FEARnet, and holds a 35% of GSN

4. GSN Overview Television Digital Skill-based games
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 (The Newlywed Game, Baggage, 1 vs. 100)
Acquiring highly rated off-network series
Licensing or developing content from SPT library, 2waytraffic, and Embassy Row
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
CY2010(2), Values in $MM TV
Digital
Total
Revenue
$166
$66
$233
% of Total
71%
29%
Per GSN estimate of CY10 subscribers
Unaudited
Per GSN management estimates

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. Transaction Highlights
SPE owns 35% of GSN and shares management control 50/50 with DIRECTV (65% owner)
Acquiring management control of GSN would create strategic and financial value for SPE
SPE believes now is the right time for the transaction
GSN has demonstrated significant growth potential and is forecast for continued growth
SPE has expanded its portfolio of businesses complementary to GSN, including stakes in U.S. networks and non-scripted television production businesses
Our current partner, DIRECTV is now willing to cede management control, our previous partner Liberty Media was unwilling to do so
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

7. Strategic Benefits of a Transaction 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
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)

8. Summary of Proposed Deal Structure
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
A third-party valuation firm estimated the equity value range for GSN from $906MM to $1,222MM
Transaction value implies an Enterprise Value / Adjusted EBITDA multiple of 13.6x, compared to the third party multiple range of 10.6x to 14.4x
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)
If triggered in April 2012, implied Enterprise Value / Adjusted EBTIDA multiple would be 13.1x, slightly below the initial transaction. If the cap is reached by the time of the put, multiples will be lower
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% return to 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)

9. 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
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 and paid all at once, estimated gross cash outlay for the put could reach the cap of $320MM and net cash outlay would increase by approximately $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

10. Status and Next Steps Transaction is fully negotiated
Secure board approvals 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
Subject to board approvals, closing is scheduled for March 24th in LA (March 25th Tokyo time)
Valuation and expense associated with goodwill and intangibles will be finalized by [XX]