Acquisition of Additional Stake in Game Show Network (GSN)Presentation to the Sony Corporation Board of Directors

March 23, 2011

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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, including TV networks

• 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:

– Increase scale in SPE’s U.S. networks business and expand on a positive operating relationship with SPE’s non-scripted production businesses

– Increase ownership in a profitable, growing business and generate an attractive IRR

– Consolidate GSN’s profits, increasing SPE’s EBIT and cash flow in future years

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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

CHANNEL1

(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

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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

Television Digital

(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%     

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GSN Financial History and Forecast

Since 2007 the business has grown significantly and is now highly profitable

Values in $MM Values in $MM

44% CAGR18% 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 Calendar Year

Figures represent 100% of GSN’s Revenue and EBIT

2005A 2006A 2007A 2008A 2009A 2010A 2011B 2012F 2013FEBIT Margin % 6% 13% 12% 34% 27% 30% 30% 35% 38%

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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 25-54 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

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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

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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

– 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)

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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

– A third-party valuation firm estimated the equity value range for GSN from $906MM to $1,222MM

– Transaction value implies an Enterprise Value / Adjusted EBITDA multiple of 13.6x, compared to the third party multiple range of 10.6x to 14.4x

• 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)

– If triggered in April 2012, implied Enterprise Value / Adjusted EBTIDA multiple would be 13.1x, slightly below the initial transaction. If the cap is reached by the time of the put, multiples will be lower

– 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)

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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, SPE’s estimated pre-tax IRR would be 18%, after-tax IRR would be 13% and 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 and paid all at once, estimated gross cash outlay for the put could reach the cap of $320MM and net cash outlay would increase by approximately $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

Values in $MM FYE12 FYE13 FYE14

Current Ownership - 35% of Net Income $31 $40 $47

GSN EBIT Consolidated by SPE - Post PPA(1) $10 $54 $85

Variance to Current State ($21) $14 $38

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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 [24th]

• Valuation and expense associated with goodwill and intangibles will be finalized by [XX]