SPE INTERNAL Overview of Liberty and DirecTV structures and ownership in GSN.

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Presentation transcript:

SPE INTERNAL Overview of Liberty and DirecTV structures and ownership in GSN

Overview of Liberty’s Structure, GSN Ownership, and Plans for Split-off Prior to the April 2009 GSN-FUN Transaction with SPE 1

2 Liberty Media Corporation was Comprised of 3 Tracking Stocks Liberty Capital Liberty Interactive Backcountry.com (81%) Bodybuilding.com (83%) Borba (25%) BUYSEASONS (100%) Expedia (24%) GSI Commerce (19.7%) HSN (30%) IAC / InteractiveCorp (30%) Interval Leisure Group (30%) Provide Commerce (100%) QVC (100%) Ticketmaster (30%) Tree.com (Lending Tree) (30%) Atlanta National Baseball Club (100%) Current Group (8%) Embarq Corporation (3%) Hallmark Entertainment Invest. (11%) Jingle Networks (9%) Kroenke Arena Company (6.5%) Leisure Arts (100%) LodgeNet Entertainment (9%) MacNeil / Lehrer Productions (67%) Motorola (3%) Overture Films (100%) Priceline.com (1%) Sprint Nextel Corporation (3%) Starz Media (100%) Time Warner (3%) TruePosition (100%) Viacom (1%) WFRV / WJMN Television (100%) NOTE: Percentages in parenthesis represent Liberty ownership stake; figures are approximations and when applicable, apply conversion to common stock. “LINTA”, “LINTB”“LCAPA”, “LCAPB” Liberty Entertainment DirecTV (54%) FUN Technologies (100%) GSN (50%) Liberty Sports Holdings (100%) Starz Entertainment (100%) Wildblue Communications (37%) Note: Checking if PicksPal, Inc. (73%) is already in this entity “LMDIA”, “LMDIB”

3 Liberty Planned to Split-Off A Subset of its Liberty Entertainment (LMDIA) Assets Into a Separately Traded Public Entity Note: prior to April 2009, Liberty held 50% of GSN and 100% of FUN Liberty Capital Liberty Interactive Backcountry.com (81%) Bodybuilding.com (83%) Borba (25%) BUYSEASONS (100%) Expedia (24%) GSI Commerce (19.7%) HSN (30%) IAC / InteractiveCorp (30%) Interval Leisure Group (30%) Provide Commerce (100%) QVC (100%) Ticketmaster (30%) Tree.com (Lending Tree) (30%) Atlanta National Baseball Club (100%) Current Group (8%) Embarq Corporation (3%) Hallmark Entertainment Invest. (11%) Jingle Networks (9%) Kroenke Arena Company (6.5%) Leisure Arts (100%) LodgeNet Entertainment (9%) MacNeil / Lehrer Productions (67%) Motorola (3%) Overture Films (100%) Priceline.com (1%) Sprint Nextel Corporation (3%) Starz Media (100%) Time Warner (3%) TruePosition (100%) Viacom (1%) WFRV / WJMN Television (100%) “LINTA”, “LINTB”“LCAPA”, “LCAPB” Liberty Entertainment DirecTV (52%) FUN Technologies (100%) GSN (50%) Liberty Sports Holdings (100%) Starz Entertainment (100%) Wildblue Communications (37%) “LMDIA”, “LMDIB” Liberty Entertainment Inc. DirecTV (54%) FUN Technologies (100%) GSN (50%) Liberty Sports Holdings (100%) PicksPal, Inc (73%) “LEI” Liberty Media Corp Tracking Stocks New Wholly-Owned Subsidiary Assets Transferred to Liberty Entertainment Inc. (Split-off Entity) After the Split-Off: Liberty Media will continue to utilize its three tracking stocks Liberty Media will also own Liberty Entertainment, Inc. a publicly traded subsidiary

4 After the Split-off, a Shareholder that previously held 100 Shares of Liberty Entertainment Tracking Stock would hold 10 Shares of Liberty Ent. Tracking Stock and 90 Shares of Liberty Entertainment Inc. (LEI) Note: prior to April 2009, Liberty held 50% of GSN and 100% of FUN Shares 100 Liberty Entertainment Starz Entertainment (100%) Wildblue Communications (37%) “LMDIA”, “LMDIB” 10 Shares Liberty Entertainment Inc. DirecTV (54%) FUN Technologies (100%) GSN (50%) Liberty Sports Holdings (100%) PicksPal, Inc (73%) “LEI” 90 Shares 0.9 of each share of LMDIA or LMDIB will be redeemed for 0.9 of a share of LEI Series A or B stock 0.1 of each share of LMDIA or LMDIB will remain outstanding as the Liberty Entertainment tracking stock This structure will enable holders of LMDIA or LMDIB stock to retain their pro-rata ownership stake in LEI

5 John Malone Controlled Roughly 34% of Votes in Liberty Media Corp. *B shares entitle owner to 10 votes for every share owned Note: Liberty Media Proxy suggests Malone has more shares in LMDIB than total shares outstanding—the discrepancy appears immaterial John Malone Liberty Media Voting Rights by Tracking Stock* John Malone Share Ownership by Tracking stock After the Split-off, John Malone will control 34% of the votes in Liberty Entertainment Inc., which will own 54% of DirecTV

Overview of the November 2009 Split-off, Subsequent Merger of LEI with DirecTV, and Decrease in Malone’s Voting Interest 6

7 In November 2009, Liberty Split-Off a Subset of Assets Including GSN Note: After April 2009, Liberty holds 65% of GSN/FUN Liberty Capital Liberty Interactive Backcountry.com (81%) Bodybuilding.com (83%) Borba (25%) BUYSEASONS (100%) Expedia (24%) GSI Commerce (19.7%) HSN (30%) IAC / InteractiveCorp (30%) Interval Leisure Group (30%) Provide Commerce (100%) QVC (100%) Ticketmaster (30%) Tree.com (Lending Tree) (30%) Atlanta National Baseball Club (100%) Current Group (8%) Embarq Corporation (3%) Hallmark Entertainment Invest. (11%) Jingle Networks (9%) Kroenke Arena Company (6.5%) Leisure Arts (100%) LodgeNet Entertainment (9%) MacNeil / Lehrer Productions (67%) Motorola (3%) Overture Films (100%) Priceline.com (1%) Sprint Nextel Corporation (3%) Starz Media (100%) Time Warner (3%) TruePosition (100%) Viacom (1%) WFRV / WJMN Television (100%) “LINTA”, “LINTB”“LCAPA”, “LCAPB” Liberty Entertainment DirecTV (52%) FUN Technologies (100%) GSN (50%) Liberty Sports Holdings (100%) Starz Entertainment (100%) Wildblue Communications (37%) PicksPal, Inc (73%) “LMDIA”, “LMDIB” Liberty Entertainment Inc. DirecTV Group (54%) GSN/FUN Technologies (65%) Liberty Sports Holdings (100%) “LEI” Liberty Media Corp Tracking Stocks Assets Transferred to Liberty Entertainment Inc. (Split-off Entity)

8 LEI Was Subsequently Merged into DirecTV DirecTV Group (54%) FUN Technologies (100%) GSN (50%) Liberty Sports Holdings (100%) “LEI” Stockholders DirecTV Group (46%) DirecTV Group Stockholders (excluding LEI) OLD NEW 1 DIRECTV “Holding” (Ticker: DTV) DirecTV Group (100%) GSN/FUN Technologies (65%) Liberty Sports Holdings (100%) 8 Ownership (at the formation of the ‘new’ DIRECTV) EquityVoting Institutional / Mutual Fund Holders 54.0%42.0% John Malone 0.2%23.8% Other Holders (Incl. Insiders & 5% Holders) 45.8%34.2% Total100.0% Former LEI55.0%66.0% Former DirecTV45.0%34.0% Total100.0% Note:1.LEI still exists as a wholly-owned subsidiary of DIRECTV Current Ownership EquityVoting Institutional / Mutual Fund Holders 87.1% John Malone 3.3% Public and Other9.6% Total100.0% On April 6, 2010, DIRECTV announced the Malones would exchange their Class B Stock for Class A stock each having one vote per share. This resulted in a reduction of the percentage of stockholder vote controlled by the Malones to approximately 3% of vote and value.