GSN-FUN Deal Overview

January 2009

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Executive Summary

• SPE and Liberty have reached a high-level agreement for a merger of GSN (owned 50/50 by SPE and Liberty) and FUN Technologies (wholly owned by Liberty)

• Merging FUN Technologies into GSN will bolster the channel’s multiplatform growth strategy

– Worldwinner’s large community of registered users are a similar demographic to GSN viewers and will enable cross-promotion of GSN/FUN properties

– FUN’s game development expertise is enabling GSN to roll-out interactive versions of GSN game show properties (Bingo America, Catch 21)

– Worldwinner’s hosting capabilities are improving GSN.com cost efficiencies

• Deal dynamic creates our best opportunity to structure a staged exit of GSN

– Liberty’s need to support its FUN acquisition and desire to bolster Liberty Entertainment tracking stock provide us increased deal leverage

– Decreasing our holdings in GSN from 50% to 35% is expected to generate a gain of roughly $70MM and net cash of $27MM in the current fiscal year

– There will be no change in governance unless a put / call is exercised in three years

• The transaction is expected to close in March 2009

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In the near-term, FUN Technologies will drive increased value for GSN

FUN Technologies Assets to be Contributed

• World’s largest skill games network with more than 30 million registered players

• Hosts online cash competitions in popular casual games

• Provides co-branded game portals and services to large games and lifestyle Web sites, including AOL Games, EA.com/Pogo and Games.com, and GSN

• Specializes in developing and licensing Flash-based casual games

• Attracts approximately 4.6 million unique visitors per month from 19 countries worldwide

• FUN’s game development expertise will enable GSN to quickly roll-out interactive versions of GSN properties

• Worldwinner’s hosting capabilities will continue to improve GSN.com cost efficiency

• Large network of Worldwinner registered users are a similar demographic to GSN viewers enabling cross-promotion of GSN/FUN properties

Value to GSN

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In the long-term, ownership by a single player will drive the greatest value for GSN

Benefits of Ownership by

a Single Strategic

Benefits of Structuring an Exit Now

• 100% ownership by Liberty or SPE would create synergies; however Liberty synergies are likely greater due to:

– Cross promotion with other Liberty channels– Channel positioning on DirecTV– International synergies with Chellomedia and Liberty Global

• 50 / 50 ownership and associated governance creates challenges to quick decision making

• Liberty has a strong need to merge FUN with GSN– Liberty acquired FUN at an average valuation of $298MM (Acquired

53% at a $367MM valuation in March 2006; Acquired the remainder at roughly $220MM valuation in December 2007)

– Without the synergies that GSN will provide, Liberty is unlikely to generate an acceptable return on this acquisition

• Liberty seeks a path to consolidate GSN earnings in order to bolster it’s Liberty Entertainment tracking stock

Independent cable networks forgo the benefits of networks owned by larger media conglomerates

Liberty’s immediate goals provide us increased leverage

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• SPE will be paid $90MM for 15% of GSN and pay $63MM for 35% of FUN, with a positive net cash impact of $27MM

• SPE and Liberty will contribute their interests in FUN into GSN; leaving SPE 35% of the combined entity

• SPE would recognize a gain of roughly $70MM on GSN based on a $600MM valuation

- Based on GSN’s estimated dividend range for the period ending 3/31/2009, the gain could exceed $80MM

• The transaction will include a put / call provision starting 3 years from close

• At 35% ownership of GSN/FUN SPE will retain all governance rights permitted prior to the swap

SPE Can Extract Cash and Recognize a Gain Without Losing Governance Rights

GSN FUN

$600MM $180MMValuation 1

% Sold / Bought 15% 35%

Cash to (from) SPE $90MM ($63MM)

GSN

$90.0MMSale of 15% of GSN (A)

SPE % Sold (15% of GSN = 15% of our stake)

SPE’s Net Book Value 11/30/08 $49.5MM

SPE’s Est. Net Book Value 3/31/09 $55.3MM

30%

$73.4MMGain to SPE (A – B) 1

1) GSN / FUN valuations and gain calculation pending PWC review

2) Prior to the transaction, SPE maintains a 50% stake in GSN and has no ownership in FUN

Est. Equity Earnings 12/08 – 3/09 $5.8MM

SPE’s Est. Net Book Value Sold (B) $16.6MM

TRANSACTION ECONOMICS ESTIMATED GAIN CALCULATION

(50% Ownership)

$27MMNet Cash to SPE

Interim SPE Stake 35% 35%

SPE Stake in GSN/FUN 35%

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M T W T F S S

1 2 3 4

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19 20 21 22 23 24 25

26 27 28 29 30 31

JANUARYM T W T F S S

1

2 3 4 5 6 7 8

9 10 11 12 13 14 15

16 17 18 19 20 21 22

23 24 25 26 27 28 29

30 31

MARCH

M T W T F S S

1

2 3 4 5 6 7 8

9 10 11 12 13 14 15

16 17 18 19 20 21 22

23 24 25 26 27 28

FEBRUARY

DATE MAJOR MILESTONES

1/16 • Liberty provided draft of long-form

1/30 • Technical diligence complete

2/6 • Valuation analysis completed by EY, preliminary review by PWC

2/13 • Legal diligence complete

2/20 • Long-form substantially finalized

2/27 • SCA reviews approval

2/27 • Preliminary systems changes implemented

3/14 • Deal closed

Targeted Deal Timing

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APPENDIXSummary P&L for GSN and FUN

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GSN P&L Forecast DISCUSS INCLUDING / UPDATING

As of December 10, 2008 As of September 5, 2008)

2008E 2009E 2010E 2011E 2012E

REVENUEAd Sales - Television $69.4 $65.1 $90.9 $97.7 $105.0Affiliate Sales 72.6 80.0 82.5 86.6 90.9 Online / All Other 1.1 1.3 10.0 12.3 14.6 Total Revenue 143.1 146.4 183.3 196.6 210.5

COST OF SALESProgramming Amortization/Other (39.0) (44.5) (46.2) (48.0) (50.0) Partner Commissions/Other (0.1) (1.0) (4.5) (5.5) (6.6) Total Cost of Sales (39.1) (45.5) (50.6) (53.5) (56.6)

GROSS PROFIT 104.0 100.9 132.7 143.1 154.0

SG&AG & A (51.2) (49.5) (57.8) (59.5) (61.3) Marketing (10.5) (12.4) (12.8) (12.8) (13.0) Total SG&A (61.7) (61.9) (70.5) (72.3) (74.3)

EBITDA $42.3 $39.1 $62.2 $70.8 $79.7

EBITDA % 29.6% 26.7% 33.9% 33.9% 33.9%

Depreciation and Amortization (1.4) (1.2) (1.2) (1.2) (1.2)

EBIT $40.9 $37.9 $61.0 $69.6 $78.5

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FUN Management (1) SPT - Base SPT - Aggressive Market Growth

2007 Actual 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010

CAGR 2007 - 2010 47.3% 28.4% 37.9% 20.0%

REVENUEStandard Tournament $29.6 $52.2 $71.0 $85.8 $43.5 $51.3 $57.0 $48.0 $60.6 $70.2 $39.3 $42.6 $44.7Jackpot / FPUE Tournament 10.2 18.3 24.7 29.9 15.2 17.9 19.9 16.8 21.2 24.6 13.8 14.9 15.6 Advertising 1.2 4.1 6.1 9.2 3.2 4.5 6.4 3.6 5.3 7.8 3.2 4.5 6.4 Free Games - 2.2 6.2 8.9 1.1 3.1 4.5 1.7 4.7 6.7 1.1 3.1 4.5 Other 1.7 2.0 2.1 2.7 2.0 2.1 2.7 2.0 2.1 2.7 2.0 2.1 2.7 Total Revenue 42.7 78.8 110.2 136.6 65.1 78.9 90.5 72.1 93.9 112.0 59.4 67.2 73.9

COST OF SALES (20.6) (39.7) (54.9) (65.0) (32.8) (39.3) (42.8) (36.3) (46.8) (53.2) (29.7) (32.8) (33.9)

GROSS PROFIT 22.2 39.1 55.3 71.5 32.3 39.7 47.7 35.8 47.1 58.8 29.7 34.4 40.0 Gross Profit 52% 50% 50% 52% 50% 50% 53% 50% 50% 53% 50% 51% 54%

OPERATING EXPENSES (2)

SG&AExisting Employees Salaries / Benefits (8.5) (9.2) (11.7) (13.7) (9.2) (10.0) (10.6) (9.2) (10.9) (12.2) (9.2) (9.7) (10.1) New Hires Salaries / Benefits - (1.9) (1.4) (0.7) (0.3) (0.2) (0.1) (1.2) (0.8) (0.3) - - - LTIP - (1.7) (1.3) (2.0) (1.7) (1.3) (2.0) (1.7) (1.3) (2.0) (1.7) (1.3) (2.0) Other Costs (3.2) (4.7) (5.5) (6.2) (4.7) (5.3) (6.0) (4.7) (5.5) (6.2) (4.7) (5.0) (5.2) Free Games - (1.3) (2.6) (3.5) (1.1) (2.2) (2.9) (1.3) (2.6) (3.5) (1.1) (2.2) (2.9)

Total SG&A (11.7) (18.9) (22.5) (26.1) (17.0) (19.0) (21.5) (18.1) (21.1) (24.3) (16.7) (18.2) (20.2) Total Marketing (3.4) (9.5) (11.6) (13.0) (7.9) (8.4) (8.7) (8.7) (9.9) (10.7) (7.1) (7.0) (6.9) Total Operating Expenses (15.1) (28.4) (34.1) (39.1) (24.9) (27.4) (30.2) (26.8) (31.0) (34.9) (23.9) (25.1) (27.2)

EBITDA $7.1 $10.7 $21.2 $32.4 $7.4 $12.3 $17.5 $8.9 $16.1 $23.9 $5.9 $9.2 $12.8

Operating Margin 17% 14% 19% 24% 11% 16% 19% 12% 17% 21% 10% 14% 17%

DCF Valuation $209.5 $115.0 $155.4 $84.5

FUN Technologies P&L Forecast [INCLUDE? UPDATE?]

(1) Excludes acquired Free Games revenue of $4.3MM, $10.7MM, and $14.8MM in 2008, 2009, and 2010 respectively

(2) Free Games SG&A comprises all operating expenses (salaries, marketing, etc.) associated with the new venture. Total Marketing (excludes Free Games marketing expense) is calculated as the greater of 10% of revenue (excluding Free Games) or ~ 1.9X the registration rate per annum