1. Date of the Meeting: March 25, 2009Approximate time required: 30 minutes Presenter: Attendants: (via video conference) Contact Person ： Jim Underwood Department: Business Development, SPT Tel: 310-244-3987 E-mail: jim_underwood@spe.sony.com Note: Please provide a concise summary in one page. Avoid using abbreviations. Submit to: GEC Secretariat/CEO Office email :hq-gec-emc@jp.sony.com Tel : +81-3-6748-2750 ＊必要且つ十分な内容を本申請書１枚にまとめて下さい。 ( 略称はできるだけ使用しないで下さい。） 【提出先】 GEC 事務局・ CEO 室 E-mail :gh-exec-committee@jp.sony.com Tel : 9-308-2750 Michael Lynton, Chairman & CEO, SPE David Hendler, CFO & SEVP, SPE Steve Mosko, President, SPT Drew Shearer, SVP & CFO, SPT 1. Proposed Matter to be Deliberated: SPE is recommending a sale of 15% of GSN (30% of our 50% interest) and an acquisition of a 35% interest in FUN Technologies (currently 100% owned by Liberty) after which SPE and Liberty will contribute their interests in FUN to GSN, leaving SPE 35% of the combined entity. The purchase and sale is expected to close in March, 2009. 2. Purpose, Background, Future Plan etc: GSN is a U.S. cable network with a primary programming focus on game show content. FUN Technologies is the leading provider of online cash competitions for popular skill based games. By combining the businesses, FUN’s game development expertise will enable GSN to quickly roll-out interactive versions of GSN properties. As part of the transactions, the parties will be entering into a fair market value put/call which will be exchanged for a fair market value buy/sell (with SPE and Liberty guarantees) when Liberty spins-off certain assets and GSN enters into a new carriage agreement with DirecTV. The sale of 15% of GSN is expected to generate a gain of roughly $70-$80MM in FY09. The transaction will also generate $27MM of cash ($90MM received for 15% of GSN less $63MM paid for 35% of FUN). Both entities are expected to be EBIT and Cash Flow positive in FY10. Without a transaction, the SPE FY10 budget includes $20MM of EBIT from GSN (50% x GSN N.I. of $40MM); with a transaction we anticipate FY10 EBIT of $17MM (35% of GSN’s $40MM N.I. + 35% of FUN’s $9MM N.I.) 3. Due Review Process Prior to GEC: During the course of the negotiations, SPE executives (Michael Lynton, David Hendler, John Calkins) have updated Sir Howard Stringer and Rob Wiesenthal on a regular basis. On March 4, David Hendler, John Calkins, and Jim Underwood presented the transactions to Rob Wiesenthal, Steve Kober, Mr. Niwah, and Mr. Nagata in Los Angeles. The transactions are scheduled to be reviewed by the Investment Committee on March 23, 2009. Group Executive Committee Application Form - Approval request to propose to board of directors meeting- Management direction request - Advance deliberation of matters requiring CEO’s approval- Reporting (circle appropriate item) Officer in Charge: Michael Lynton Manager in Charge: Michael Lynton Department: Sony Pictures Entertainment Agenda Item: GSN / FUN Technologies Transactions John Calkins, EVP Corp Dev, SPE