Acquisition of Additional Stake in Game Show NetworkUpdate of Presentations to the IC & GEC

March 23, 2011

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Executive Summary

• Game Show Network (GSN) operates a U.S. cable network focused on game show content, and a digital business including online games and an online ad network

• SPE owns 35% of GSN and shares management control 50/50 with DIRECTV (65% owner)

• 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 18% of GSN (and delegate selection of put payment methods to the Sony Corp CFO)

– Receive a call option from DIRECTV on the additional 18% of GSN if DIRECTV does not trigger its put

• Deal would allow SPE to consolidate GSN in the near-term while delaying the majority of the cash payment to future years

• Acquiring management control of GSN would create strategic and financial value for SPE– Strengthens SPE’s presence in U.S. cable networks

– Enables SPE and GSN to further exploit and mutually benefit from SPE’s light entertainment assets– Acquiring management control of GSN allows SPE to consolidate, and is expected to increase EBIT (by up

to $38MM per year by FYE14) and cash in future years

– SPE would recognize a step-up gain at close of approximately $330MM

• SPE believes now is the right time to capitalize on DIRECTV’s willingness to cede management control and expand on SPE’s growing base of U.S. cable assets

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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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Summary of Proposed Deal Structure

• Deal would allow SPE to consolidate GSN in the near-term while delaying the majority of the cash payment to future years

• 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

• DIRECTV would be issued a put for an additional 18% of GSN at an equity valuation of 13x prior calendar year OIBDA(1), capped at $288MM and with a floor of $234MM– Three annual trigger windows beginning April 1 of 2012 (FYE13), 2013 (FYE14) and 2014 (FYE15) (2)

– 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

• SPE would be granted a call for the additional 18% of GSN at a valuation of 13x prior calendar year OIBDA with a floor of $234MM– Trigger window would begin immediately upon expiration of DIRECTV’s last trigger window for the put– Exercise of the call would be subject to appropriate Sony approvals at the time of exercise

• A buy / sell provision will apply to SPE’s and DIRECTV’s interests 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)

(1) EBITDA before executive compensation and earn-outs(2) If GSN’s financial statements for the previous calendar year are not available by April 1, exercise period will commence on the day when financial

statements are delivered to DIRECTV

GSN Valuation Summary

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NOTES:• CY2010 Adj. EBITDA = $84.304MM• CY2011 Adj. EBITDA = $98.204MM• Houlihan Lokey Enterprise Value equals Equity Value less cash of $51MM, plus $0 debt, plus a $40MM valuation adjustment to account for LTIC in excess of

normalized levels (which excess was excluded from HL’s comparables and DCF analysis)• 5% transaction Equity Value adjusted to Enterprise Value by subtracting $51MM of cash and adding $0 debt• 20% put Equity Value adjusted to Enterprise Value by subtracting $57MM of cash and adding $0 debt(1) Calculated from DCF analysis, adjusted EBITDA multiples and transaction multiples (2) Assumes DIRECTV triggers the put in April 2012

• Initial 5% purchase based on an Equity Value of $1.2BN with an implied Enterprise Value / CY10 Adj. EBITDA multiple of 13.6X

• If exercised in April 2012, 18% put would imply an Equity Valuation of $1.342BN and implied Enterprise Value / CY2011 Adj. EBITDA multiple would be 13.1X (2)

• Step-up gain of approximately $330MM on the 35% of GSN that SPE already owns would imply an Equity Valuation of $1.2BN (book value of SPE’s existing 35% is projected to be $87MM)

Houlihan Lokey Valuation

Values in $MMEnterprise Value /

Value for: GSN Equity Value CY2010 Adj. EBITDA

Low High Low High

Controlling Equity Value with Full Marketability(1) $1,007 $1,222 11.8X 14.4X

Controling Equity Value with 10% Discount for Restricted Marketability

$906 $1,100 10.6X 12.9X

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Financial Impact: Estimate of Increased EBIT

• 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

(1) 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%.

Values in $MM FYE12 FYE13 FYE14

Annual FiguresNet Income $88 $113 $133

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

Deal as of March 31, 2011

100% of EBIT $88 $113 $133PPA Estimate (1) ($78) ($59) ($48)

SPE Consolidated EBIT Post PPA $10 $54 $85

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

Cumulative Figures

SPE EBIT Variance to Current State ($21) ($7) $31

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Financial Impact: Estimate of Cash Impact

IRR(1)

•Pay put in one payment:

– Pre-tax IRR of 18%

– Post-tax IRR of 13%

•Pay put in two tranches:

– Pre-tax IRR of 20%

– Post-tax IRR of 15%

Payback Period(1)

•If 18% put is not triggered, deal has an expected payback of less than 2 years

•If 18% put is triggered, deal has an expected payback of 10 years

Impact on cash if DIRECTV triggers put in April 2012

(1) Exit valuation based on Houlihan Lokey report; assumes 18% put is triggered by DIRECTV in April 2012

Values in $MM

Buy 5% in March 2011 (FYE11 Impact)Gross Cash for Consideration ($60)Consolidate Balance Sheet $51Net FYE11 Impact ($9)

Option A -- Pay Put All at Once

Buy 18% in April 2012 (FYE13 Impact)Gross Cash for Consideration ($241)Incremental Cash from GSN in FYE13 $24Net FYE13 Impact ($217)

Option B -- Pay Put in Two Tranches

Total Gross Cash for Consideration $254

Pay Half in April 2012 (FYE13 Impact)Gross Cash for Consideration ($121)Incremental Cash from GSN in FYE13 $24Net FYE13 Impact ($96)

Pay Half (with 10% Return) in April 2013 (FYE14 Impact)Gross Cash for Consideration ($133)Incremental Cash from GSN in FYE14 $47Net FYE14 Impact ($86)

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Financial Impact: Potential Put Dates and Payment Plans

Notes:(1) IRR calculation assumes exit value occurs at later of 12/31/2013 (the Houlihan Lokey terminal value date) or date of the final put payment• Payback on put specifically in all scenarios is approximately 8 - 10 years, which is in addition to just under 2 year payback on the initial 5%

purchase• April 2012 put based on 13x CY2011 OIBDA of $103.2MM = $1.342BN valuation (SPE 18% put payment = $241MM)• April 2013 put based on 13x CY2012 OIBDA of $121.6MM = $1.581BN valuation (SPE 18% put payment = $285MM)• April 2014 put based on 13x CY2013 OIBDA of $145.5MM = $1.891BN but capped at $1.6BN (SPE 18% put payment = $288MM)

Cash for Consideration

IRR (1) 5% Acquisition 18% AcquisitionPut Date & Payment Plan Pre-Tax After-Tax FYE11 FYE12 FYE13 FYE14 FYE15 FYE16 Total

April 2012 -- 1 Payment 18% 13% Gross ($60) - ($241) - - - ($241)Net ($9) - ($217) - - - ($217)

April 2012 -- 2 Payments 20% 15% Gross ($60) - ($121) ($133) - - ($254)Net ($9) - ($96) ($86) - - ($183)

April 2013 -- 1 Payment 13% 10% Gross ($60) - - ($285) - - ($285)Net ($9) - - ($238) - - ($238)

April 2013 -- 2 Payments 9% 7% Gross ($60) - - ($142) ($156) - ($299)Net ($9) - - ($96) ($110) - ($205)

April 2014 -- 1 Payment 12% 9% Gross ($60) - - - ($288) - ($288)Net ($9) - - - ($241) - ($241)

April 2014 -- 2 Payments 10% 7% Gross ($60) - - - ($144) ($158) ($302)Net ($9) - - - ($97) ($112) ($209)

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Appendix

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GSN Income Statement CY2005A – CY2013FValues in $000s

NOTE: 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(1) Represents the long-term normalized LTIC of $5MM per year(2) Accounts for additional LTIC/earnout incurred in excess of the steady state LTIC of $5MM per year; projected to decline to $0 in the long-term (3) OIBDA = EBITDA plus total LTIC (steady state + additional)

2005 (A) 2006 (A) 2007 (A) 2008 (A) 2009 (A) 2010 (A) 2011 (B) 2012 (F) 2013 (F)

REVENUENET ADVERTISING REVENUE 58,076 65,527 68,079 67,327 71,263 96,980 118,557 132,903 149,165 NET AFFILIATE REVENUE 58,762 62,728 62,575 73,072 95,028 86,749 91,115 93,848 96,664 GAMES/OTHER 650 2,441 1,472 1,037 34,026 48,903 68,667 81,421 97,593

TOTAL GROSS REVENUE 117,488 130,696 132,126 141,436 200,317 232,632 278,339 308,173 343,422

LAUNCH SUPPORT AMORTIZATION (14,449) (11,633) (6,515) - - - - - -

TOTAL REVENUE $103,039 $119,063 $125,611 $141,436 $200,317 $232,632 $278,339 $308,173 $343,422

COST OF SALESPROGRAMMING AMORT (39,393) (41,725) (46,344) (33,335) (43,227) (30,648) (37,444) (38,291) (39,248) PARTNER SHARE/OTHER - - - - (17,073) (33,114) (46,829) (53,755) (62,095) TOTAL COST OF SALES (39,393) (41,725) (46,344) (33,335) (60,300) (63,762) (84,273) (92,046) (101,344)

GROSS PROFIT 63,646 77,338 79,267 108,101 140,017 168,870 194,066 216,127 242,078

SG&AG&A (31,957) (35,663) (37,627) (45,639) (57,642) (65,325) (71,453) (73,239) (75,070) MARKETING (24,421) (25,369) (25,175) (11,210) (12,188) (14,241) (19,409) (21,289) (21,539) TOTAL SG&A (56,378) (61,032) (62,802) (56,849) (69,830) (79,566) (90,862) (94,529) (96,610)

STEADY STATE LONG-TERM INCENTIVE COMP (LTIC) (1) - - - - (5,000) (5,000) (5,000) (5,000) (5,000)

ADJUSTED EBITDA $7,268 $16,306 $16,465 $51,252 $65,187 $84,304 $98,204 $116,598 $140,468

ADDITIONAL LONG-TERM INCENTIVE COMP (LTIC) (2) - - - (1,900) (6,095) (7,598) (8,272) (3,216) (5,152)

EBITDA $7,268 $16,306 $16,465 $49,352 $59,092 $76,706 $89,932 $113,382 $135,316

DEPRECIATION AND AMORTIZATION (1,446) (1,710) (1,608) (1,495) (5,335) (6,524) (7,100) (5,900) (3,800) OTHER INCOME AND EXPENSE - - - - - 720 - - -

EBIT $5,822 $14,596 $14,857 $47,857 $53,757 $70,902 $82,832 $107,482 $131,516

OIBDA (3) $7,268 $16,306 $16,465 $51,252 $70,187 $89,304 $103,204 $121,598 $145,468

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GSN Balance Sheet at December 31, 2010

CURRENT ASSETS CURRENT LIABILITIESCASH AND CASH EQUIVALENTS 29,403$ ACCOUNTS PAYABLE/ACCRUED EXPENSES 58,187$ RESTRICTED CASH 21,720 PROGRAMMING RIGHTS PAYABLE 13,693ACCOUNTS RECEIVABLE 39,684 TOTAL CURRENT LIABILITIES 71,880PROGRAMMING RIGHTS 20,815PREPAID & OTHER 3,327 NON-CURRENT LIABILITIESTOTAL CURRENT ASSETS 114,949 PROGRAMMING RIGHTS PAYABLE 13,120

OTHER NON-CURRENT LIABILITIES 21,678NET PROPERTY AND EQUIPMENT 2,757 TOTAL NON-CURRENT LIABILITIES 34,798

OTHER ASSETS EQUITYPROGRAMMING RIGHTS 31,152 MEMBERSHIP INTEREST - DTV 129,000NET INTANGIBLES & GOODWILL 156,281 MEMBERSHIP INTEREST - SPCV 69,462TOTAL OTHER ASSETS 187,433 TOTAL EQUITY 198,463

TOTAL ASSETS 305,140$ TOTAL LIABILITIES AND EQUITY 305,140$

ASSETS LIABILITIES AND EQUITY

Values in $000s

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Financial Impact:Cash Flow Based on Single Put Payment (Option A)(1)

• If SPE pays the entire 18% put at one time would require a $241MM cash outflow in FYE 2013

• Buy-up would increase SPE’s share of distributable cash to $26MM in FYE12, $53MM in FYE13 and $80MM in FYE14 under GSN’s estimated dividend policy

• Note, SPE’s share of GSN’s distributable cash will be lower if GSN pays out a greater portion of cash in dividends as SPE consolidates 100% of any cash that remains on GSN’s balance sheet

(1) Assumes DIRECTV triggers the put in April 2012(2) Estimates based on GSN projections(3) FYE11 represents an estimated $51MM of cash on GSN's

balance sheet that SPE would consolidate(4) Of the $50MM dividend projected for FYE12, the first $30MM

would be allocated at the pre deal ownership proportion of 65% to DIRECTV and 35% to SPE, as per the final deal terms

Values in $MM

GSN Cash Flow & Balance Sheet Forecast (2) FYE11 FYE12 FYE13 FYE14

Beginning Cash $51 $57 $63Cash for Incentive Plans in FYE11Operating Cash $56 $87 $121Less Dividends ($50) ($81) ($96)Ending Cash $51 $57 $63 $88

CURRENT STATE - ANNUAL (2)

Current SPE Ownership - 35% of Dividend $18 $28 $34

POST DEAL SPE CASH FLOW - ANNUAL (2)

Distributable Cash (3) $51Operating Cash $56 $87 $121Dividend to Direct TV (60% FYE12 and 42% thereafter)(4) N/A ($30) ($34) ($40)

SPE Share of Cash - Operating less Dividend $51 $26 $53 $80

Variance to Current State $51 $8 $24 $47

Purchase Price ($60) $0 ($241) $0

Variance to Current State ($9) $8 ($217) $47

POST DEAL SPE CASH FLOW - CUMULATIVE (2)

Purchase Price ($60) ($60) ($301) ($301)Incremental Cash (Consolidated and Dividends) $51 $59 $84 $130Cumulative Net Impact ($9) ($1) ($218) ($171)

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Financial Impact:Cash Flow Based on Split Put Payment (Option B)(1)

• If SPE pays the 18% put in two tranches would require a cash outflow of $121MM in FYE 2013 and $133MM in FYE 2014

• Buy-up would increase SPE’s share of distributable cash to $26MM in FYE12, $53MM in FYE13 and $80MM in FYE14 under GSN’s estimated dividend policy

• Note, SPE’s share of GSN’s distributable cash will be lower if GSN pays out a greater portion of cash in dividends as SPE consolidates 100% of any cash that remains on GSN’s balance sheet

(1) Assumes DIRECTV triggers the put in April 2012(2) Estimates based on GSN projections(3) FYE11 represents an estimated $51MM of cash on GSN's

balance sheet that SPE would consolidate(4) Of the $50MM dividend projected for FYE12, the first $30MM

would be allocated at the pre deal ownership proportion of 65% to DIRECTV and 35% to SPE, as per the final deal terms

(5) Assumes $121m paid on April 30, 2012 and $121m plus 10% paid one year later ($133m)

Values in $MM

GSN Cash Flow & Balance Sheet Forecast (2) FYE11 FYE12 FYE13 FYE14

Beginning Cash $51 $57 $63Cash for Incentive Plans in FYE11Operating Cash $56 $87 $121Less Dividends ($50) ($81) ($96)Ending Cash $51 $57 $63 $88

CURRENT STATE - ANNUAL (2)

Current SPE Ownership - 35% of Dividend $18 $28 $34

POST DEAL SPE CASH FLOW - ANNUAL (2)

Distributable Cash (3) $51Operating Cash $56 $87 $121Dividend to Direct TV (60% FYE12 and 42% thereafter)(4) N/A ($30) ($34) ($40)

SPE Share of Cash - Operating less Dividend $51 $26 $53 $80

Variance to Current State $51 $8 $24 $47

Purchase Price (5) ($60) $0 ($121) ($133)

Variance to Current State ($9) $8 ($96) ($86)

POST DEAL SPE CASH FLOW - CUMULATIVE (2)

Purchase Price ($60) ($60) ($181) ($314)Incremental Cash (Consolidated and Dividends) $51 $59 $84 $130Cumulative Net Impact ($9) ($1) ($97) ($183)