1. GSN Opportunity Overview December 2010
GSN-FUN Deal Overview
March, 2009

2. GSN Opportunity Overview
SPE’s ownership of GSN faced several challenges at the time of the last transaction (April 2009), leading SPE to structure a deal that created a path toward exit
GSN’s 50/50 governance structure (between SPE and Liberty) made it less likely for either owner to implement broader business interests to GSN’s benefit
DirecTV (then owned by Liberty) was withholding payments of carriage fees pending renegotiation of a its carriage agreement with GSN
Liberty appeared an eager buyer while SPE’s U.S. linear channel presence was limited to GSN
There have been significant changes since the last transaction that create an opportunity for SPE to resolve the 50/50 governance structure through a buy-up rather than an exit
By the end of March 2011, SPE will have interest in four linear U.S. networks: GSN, Sony Movie Channel, 3Net, and FEARnet
DirecTV revised GSN its carriage deal and is now paying GSN fees in-line with GSN’s other carriage deals
Through a spin-off and merger, Liberty’s interest in GSN is now held by DirecTV
DirecTV has stated that their GSN stake is not strategic and they are open to selling their stake

3. GSN Opportunity Overview (continued)
SPE now has an opportunity to acquire a controlling stake in GSN, creating strategic and financial benefits
By acquiring additional equity and voting rights, SPE would have a near-term opportunity to move from a 35% equity and 50% governance position to a controlling ownership and governance position
Ownership would expand SPE’s US network portfolio with control of a network that is well penetrated and reaches over 65MM US households
Ownership would increase SPE’s share of cash flow in a profitable and growing business and, after the acquisition price is amortized, would increase SPE’s share of earnings
Transaction also expected to generate potential step up gain that could be in the range of $200MM, depending on final fair value assessment of the business
A transaction would include a path to full ownership (likely through a put/call), which may ultimately require in excess of $650MM to buy-out DirecTV’s 65% stake

4. GSN Financial Summary
SPE currently holds 35% of the equity in GSN. The percent of additional equity SPE would acquire in a transaction has not yet been resolved nor has the valuation
For reference, the April 2009 transaction had an implied valuation of $780MM. A transaction today would be at a higher value as GSN’s earnings have increased and a control premium would be applied
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 $1BN with control premium and FMV were $800MM before control premium; gain would be based on $800MM

5. GSN Financial Summary (continued)
Buy-up would allow consolidation and could potentially increase SPE’s EBIT by $30 to $50MM once initial purchase price amortization (PPA) levels taper off
SPE currently recognizes 35% of GSN's Net Income as part of SPE's Operating Income
After the acquisition SPE will recognize 100% of GSNs operating income, however offset by Purchase Price Amortization of Intangible assets as a result of the acquisition
100% of GSN operating income after PPA is currently estimated to be $24MM, $67MM, and $99MM in FYE12 - FYE14, respectively (net of $66MM, $47MM, and $36MM of PPA)
If SPE were to continue to hold GSN under the current deal with DirecTV, SPE's OI from GSN would be $31MM, $40MM, $47MM which is $7MM higher, $27MM lower, and $52MM lower than consolidated GSN earnings after PPA
PPA must be determined by an outside specialist and will likely vary from estimates reflected here
Buy-up would also increase SPE’s share of cash inflow by roughly $50 to $90MM per year
SPE currently receives 35% of the dividends paid by GSN; estimated at $18MM, $28MM, and $34MM, in FYE12 – FYE14, respectively
After the acquisition SPE will receive an increased percent of the dividends paid by GSN as well as recognize any undistributed cash that remains on GSN’s balance sheet. Combined, these are estimated at $68MM, $93MM, $122MM, in FYE12 – FYE14, respectively; which is an increase of $50MM, $64MM, and $89MM over current estimates for SPE’s 35% of dividends