ITN Networks

Combined Company Synergies

June 19, 2008

Combined Company Vision

The Aggregation Model for a Media Company is Emerging as the Most Important Development for Future Ad Revenue Growth and Profitability.

•Aggregation across broadcast and cable television, plus emerging platforms, is increasingly valued by ad agencies for its ease-of-use to re-assemble mass audience reach in a rapidly fragmenting media landscape.

Key Developments:

•Major television networks are expanding the distribution of their content outside-of-home, to offer packages of nationally aggregated audience.•The Nielsen Company is employing new technologies to expand the ability of their National People Meter samples to measure and support aggregation across all television and emerging media platforms.

To Succeed, Media Companies Must Evolve to Develop New Business Models and Infrastructures that Best Support Expanded Aggregation.

The Industry is Ripening for Aggregation

A New Model

•The Cachet of a Media Company’s Unique Content & Distribution Assets

•Scale and Targeting Power of Aggregation Beyond the Limitations of a Media Company’s Assets

with the

Combines:

A New Multi-Platform Media Company

Combined Company Vision

• ITN is the leading provider of aggregated national networks in the television industry, with a 97% share of the aggregated or “unwired” network category.

ITN Background

• ITN has established affiliations with over 600 U.S. broadcast television stations, major satellite providers, and various regional & local cable channels, to access local TV station inventory across any program or daypart target

• ITN has developed a strong infrastructure of proprietary software and networking systems, exclusive research and historical data, mature station relationships for dependable & efficient inventory bases, and a talented staff of senior management.

• ITN is uniquely established with the Nielsen Company to provide advertisers the identical audience metrics, timing and reporting capabilities as all national media choices, with a level of accountability that exceeds all industry standards.

• ITN is actively expanding its Online Division, assembling a significant distribution network of local media websites and a full-service internal infrastructure.

• ITN offers national networks across most network dayparts, plus options that are otherwise unavailable in the national television market, including local newscasts, and custom consumer targets, such as “Moms”, Full-Time Working Women, and “Enthusiasts” of beauty, fashion, fitness, pets, and many more.

Upon Acquisition of ITN, The Combined Company Creates a New Syndication Market Leader:

• Increase Revenue and Profitability• Leverage Stronger Station Relationships• Establish Clear Competitive Advantages• Strengthen Client & Agency Partnerships• Expand and Monetize Assets Across Platforms• Create Greater Market Value

Value Proposition

• #1 or #2 in Total Ad Revenue • #1 in Total Viewers Reached• #1 in Program and Daypart Diversity• #1 in Consumer Targeting Ability• #1 in Market-by-Market Flexibility• The Only Syndicated Program Seller Offering: News Network Dayparts Consumer Targets• The Only Syndicated Program Distributor Providing Stations Both Program Content and Ad Revenue

The Combined Company Creates Immediate Synergies, and isUniquely Positioned Today and for the Future to:

Immediate Synergies

Revenue GrowthIn Television, Sony + ITN Creates Strong Synergies forRevenue Growth, as Both Companies Will GenerateMore Ad Sales Together versus Apart

ITN Provides Sony with Strong Upfront Sales in News and Network Dayparts, plus More Inventory in “Top Tier” Programming: High-in-Demand at Premium Prices.These Strong ITN Program Additions will be Immediately and Effectively Leveraged to Drive Larger Packages Across Sony’s Syndicated Program Offerings.

Sony Provides ITN with the Valuable “Sony” Name, plus for the first time, ITN’s “Aggregated” National Networks Could Be Sold in Combination with More Traditional Syndicated and Original Content.The Addition of Sony to ITN Immediately Elevates The Status of ITN Throughout the Media Industry.See Examples of Packaged Sales Synergies on

the Following Pages

In periods of market softness, some national inventory in Sony’s Syndicated programs may go unsold, most likely occurring in Sony’s lower rated program offerings. Such inventory can be incorporated into ITN’s aggregated networks, already sold upfront, likely at higher national CPMs as part of broader program packages that include mid- and top-tier programming.•ITN gains access to commercial inventory it would otherwise be required to purchase

locally, and ITN is able to cancel pre-bought local inventory from later flight weeks.

•Sony turns inventory that otherwise would have gone unsold into highly profitable inventory.

ITN accepts national sales orders pre-determined to yield the highest possible profit margins, and purchases locally only the commercial inventory required to fulfill those orders.

Sony + ITN Creates Strong Synergies for Increased Profitability, as BothCompanies Will Generate Higher Profit Margins Together versus ApartITN Has No Inventory Risk

Immediate Synergies

Profitability

ITN Absorbs Sony’s National Inventory Risk

•Sony maintains CPM integrity in the market, as opposed to offering last-minute unsold inventory at lower CPMs, or commoditizing such inventory in ad auctions.

Sony + ITN Creates Stronger, More Profitable CPM Leverage

•More “Top Tier” Program Offerings Leveraged to Generate Higher, More Profitable Sales CPMs•Increased Stations’ Dependency Leveraged to Generate Lower, More Profitable Cost CPMs

Sony + ITN Provides Greater Flexibility for Sony to Distribute Programs,or Sell Hardware to Stations More Effectively•Sony can make more attractive offers to stations by accepting Local Inventory banks across news or other programs, as partial terms for purchasing Sony programming or hardware.

•ITN can monetize Local Inventory banks at full value across all 52 weeks each year, by incorporating the inventory into ITN’s aggregated networks sold in the upfront market.

Broadcast Television Distribution

Immediate Synergies

Cable & Digital TV Expansion

•ITN is currently working with Comcast and “Project Canoe” to explore advanced television features, such as interactivity, addressability, and dynamic ad insertion.

•ITN currently provides ad revenue directly to participating national cable networks, regional & local cable stations, major satellite providers, and to Google, aggregating the inventory in national networks anchored by broadcast television stations.

•ITN is currently working with the Nielsen Company and Comcast to measure local cable inventory from MSOs through Nielsen’s National People Meters.

•Sony may seek to expand carriage of current and new cable networks across MSOs, by accepting MSO or regional head-end time banks across Sony’s cable networks, or across multiple other cable networks, as partial terms for increased carriage. ITN would then monetize these time banks at full value in larger aggregated networks*

Expansion of ITN’s Reach, Relationships, and Aggregation Model Beyond Broadcast, to Cable and Digital Television Platforms

How ITN Assists Sony’s Expansion in Cable and Digital Television•ITN can incorporate and monetize unsold national inventory from Sony’s

cable/digital programs & networks into aggregated national networks at higher broadcast CPMs.

*Dependent upon ITN’s success with the Nielsen Company to measure, as outlined above

Significant Ratings Erosion Across All Broadcast Television NetworksFailures of CW and My Network to Establish the “5th Network”

CW’s Exit from Sunday Nights Next Season 4Q’08-3Q’09Media Rights Capital (founded in 2004) purchased the rights to Sunday nightsacross CW affiliates to distribute their producers’ content (Reality Shows, Sitcoms)

Beyond Next SeasonSpeculation that CW & MYN may cease to exist beyond 2009

•Annual Deal is Estimated at $10-$15 million

Emerging Market Dynamics

Expanding the New Sony + ITN Model to Succeed inthe Network Television Market

Proposed New Ventures

New Opportunities will Emerge for Media Companies to Distribute and Sell Programs in Broadcast Primetime

Demand Outpaces Supply of Broadcast Ratings & Primetime Cachet

Networks Continue to Experience Successful Upfront & Scatter Market Increases

New Network Model Success

Proposed New Ventures

Launching with 3-5 Nights of Original Programs, Exclusively in Prime

Old Network Model Failures

CW and My Networkand Potential Newcomers

Expanding the New Sony + ITN Model to Succeed inthe Network Television Market

Launching with 3-5 Nights of Original Programs in Prime, Supported with Aggregated & Syndication Offerings

High Risk of Original Content Production No Supporting Dayparts to Leverage Larger, Total Network PackagesBring Too Few National GRPs to the MarketLack Targeting Strength on Key DemographicsLittle Importance to Ad AgenciesStations are Minimally Tied to the Success of The New Network Effort

Reduces the Risk of Original Content ProductionProvides News and Network Dayarts to Leverage Larger Network Packages at No Additional Risk Creates Significantly More National GRPsCustom Aggregated Additions Can Increase Targeting Strength on Any Key DemographicEstablishes Greater Importance to Ad AgenciesStations are Directly Tied to the Success of the Network Effort for both Content and Ad Revenue

The Opportunity Exists for Sony + ITN to Create the New Model “5th Network”

Sony + ITN creates a unique company in terms of leveraging advertising sales and station relationships, expanding across platforms, and limitingcompetitors’ abilities to react.

•Advertisers can always go to another Syndication provider to purchase more Syndicated shows, but they can’t go elsewhere to purchase another ITN•At Stations, Sony + ITN becomes a significantly more important part of their livelihood, as the combined company provides content and hardware, plus sizeable and consistent advertising revenues across television and online

•Syndication competitors can always expand or acquire another Syndication provider, but they can’t duplicate or acquire another ITN

Clear Competitive Advantages

At a time when the Aggregation Model is becoming most important, ITN provides Sony with the full infrastructure to develop a new business model that is best positioned for success today and in the future.

Summary of Synergies

TelevisionStations

Agencies & Clients

ExpandUse of

Inventory

IncreaseStations’

Dependency

Leverage $$Premium

SyndicationClearances

&Online

Inventory

Become AContent ProviderOn-Air

&Online

Create & DeliverA UniqueNational

Video Model

Expand Use ofPrograms to News

& Network Dayparts

Leverage Upfront Deals News & Network Dayparts

WithSyndicated Programs

IntegrateOn-Air

&Online

Components

Create “5th Network”Expand Distribution

& Sales with OriginalPrime Content

Move to theFront ofThe Line

WithNetworks