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

page 1 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 In order to further expand profits and mitigate recent declines in the Home Entertainment market, SPE continues to seek new high-margin growth businesses As part of this strategy, TV networks have become an increasingly significant driver of growth 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 strengthen its U.S. network portfolio, derive strategic benefits, and consolidate GSN’s profits

DRAFT page 2 Overview of SPE’s TV Network Portfolio International TV Networks 500+ Million HH 140+ Countries 123 Feeds 22 Languages U.S. TV Networks (1) 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) SONY MOVIE CHANNEL 1 (1)SPE wholly owns Sony Movie Channel, holds 44.93% of 3net, holds 34.5% of FEARnet, and holds a 35% of GSN 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

DRAFT page 3 GSN Overview 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 TelevisionDigital (1)Per GSN estimate of CY10 subscribers (2)Unaudited (3)Per GSN management estimates CY2010 (2), Values in $MM TV Digital Total Revenue$166$66$233 % of Total 71% 29%

DRAFT page 4 GSN Financial History and Forecast Since 2007 the business has grown significantly and is now highly profitable Values in $MM 44% CAGR 18% CAGR 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 Calendar Year Figures represent 100% of GSN’s Revenue and EBIT

DRAFT page 5 Key GSN Growth Drivers Advertising Affiliate Revenues Focus Demographic Diversification into Online Games and Ad Sales 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 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 Refocused programming strategy on core female 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 Online ad sales business enables GSN to offer the full suite of digital monetization opportunities from cash games to performance-based ad sales

DRAFT page 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

DRAFT page 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 –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)

DRAFT page 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 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% 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)

DRAFT page 9 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 Estimated Financial Impact (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 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, the 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 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

DRAFT page 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 [24 th ] Valuation and expense associated with goodwill and intangibles will be finalized by [XX] UPDATE