HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION GSN Opportunity Overview January 2011

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 1 Executive Summary SPE has an opportunity to buy-up to a control position in GSN (60% SPE / 40% DirecTV) A transaction would: –Expand SPE’s growing U.S. network portfolio by enabling SPE to control a well penetrated channel with an established infrastructure –Resolve complexities inherent in the current 50/50 governance structure –Provide a path to full ownership by SPE through a buy/sell on any portion of DirecTV’s remaining 40% stake A transaction also has potential financial benefits, including: –Step-up gain of approximately $200MM –Increase in SPE’s EBIT of $30MM to $50MM starting in FYE13 (after purchase price amortization decreases) –Increase SPE’s share of annual cash inflow by approximately $20 - $35MM in FY12, growing to an increase of $60 - $80MM in FY14

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 2 Historical Context and Rationale for Buying-up Today While GSN has remained an attractive asset, its 50/50 governance structure has inherent challenges that SPE has been attempting to resolve for several years In April 2009, Liberty held 50% of GSN and proved an eager buyer for SPE’s stake, presenting an opportunity to monetize 15% of our interest and potentially addressing governance through a path to SPE’s exit Since 2009, SPE has expanded its U.S. network presence to include interests in four channels and GSN has continued to increase its profitability Today, the 65% of GSN previously held by Liberty is held by DirecTV and governance remains 50/50 DirecTV is willing to sell all or a portion of its stake back to SPE, resolving governance and giving SPE control of a strategic asset

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 3 Strategic Benefits Significantly increases presence in U.S. cable networks, one of the key profit drivers and growth areas for SPE Adds increased scale to a SPE’s portfolio of U.S. cable networks, including: –Minority stakes in GSN, FEARnet, 3Net –Full ownership of the Sony Movie Channel GSN would become the cornerstone in a bouquet of channels managed under a common infrastructure Provides a platform for increasing from minority stakes to controlling positions in the future In addition to traditional network assets, GSN brings strength in online gaming that leverages GSN’s game show brands and has been a growth driver to-date

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 4 Summary of Proposed Deal Structure SPE to acquire a controlling stake in GSN prior to fiscal year end 2011; deal would allow SPE to consolidate in the near-term while delaying a majority of cash payments to future years –Valuation to be negotiated – preliminary estimate of $1 - $1.1BN, but value could be higher with more robust forecast or higher control premium –SPE to acquire 6% of GSN at deal close (would give SPE 41%) –SPE to secure key controls at close (e.g., majority of board seats, hire/fire over senior management, final say on budget), in order to allow for consolidation –DirecTV would have a put option on an additional 19% stake exercisable after April 15, 2012 at the initial valuation price –The existing buy / sell provision remains relating to DTV’s 40% or SPE’s 60% in place but cannot be triggered until April of 2015 or 2016 (specifics to be negotiated) StepResulting SPE Stake TimingPayment SPE acquires 6%41%FYE2011$60MM SPE acquires 19% (assuming DirecTV exercises put) 60%FYE2013$190MM SPE acquires 40% (assuming buy/sell is triggered with SPE as buyer) 100%TBD (if at all)TBD – Likely over $400MM Example Payments Assuming a Preliminary Valuation of $1BN

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 5 Preliminary Valuation Analysis SPE is currently in the preliminary stages of conducting due diligence on the fair market valuation for GSN Based on a limited universe of two publically traded comps and two precedent transactions the implied value of GSN is approximately $1BN - $1.1BN Valuation could be significantly higher based on a more robust forecast / DCF or an increase in the assumed control premium We are in the process of refining the analysis and engaging a 3rd party to conduct an independent valuation

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 6 Financial Impact: Preliminary Estimate of Step-up Gain 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 $1.0BN with control premium and FMV were $800MM before control premium; gain would be based on $800MM

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 7 Financial Impact: Preliminary Estimate of Increased EBIT Buy-up would allow consolidation and could potentially increase SPE’s EBIT by $30MM-$50MM once initial purchase price amortization (PPA) levels taper off

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 8 Financial Impact: Preliminary Estimate of Increased Cash Flow Buy-up would also increase SPE’s share of operating cash inflow by $38MM per year in FY12 to $84MM in FY14 under GSN’s estimated dividend policy Note, SPE’s share of GSN’s operating cash flow will be lower if GSN pays out a greater portion of cash flow in dividends as SPE consolidates 100% of any cash that remains on GSN’s balance sheet