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GSN-FUN Deal Overview January 2009 Slide 2 1 Executive Summary SPE is recommending a sale of 15% of its 50% interest in GSN, followed by a merger between GSN and Fun Technologies (currently 100% owned by Liberty) into a single entity in which SPE will hold a 35% stake. The transaction is expected to close in March 2009, with a FMV put/call exercisable on SPEs stake not before 2012 The transactions will result in immediate value to SPE, position GSN for near-term growth, and enable SPE to realize greater value from GSN over the longer term The combination would provide SPE $27MM in cash and a gain of $70-$80MM for the sale of 15% of GSN (30% of SPEs 50% stake) GSN would realize synergies through a merger with FUN (in its internet businesses and in senior management) Governance would remain unchanged despite SPE retaining only 35% of combined business As structured, the transactions resolve the current lack of an exit mechanism for SPE SPE believes a future exit of GSN is appropriate, and that now is the best time to structure an exit Cable network assets have generally been consolidating, and will experience future pressures on carriage fees caused by digital convergence and the recessionary environment. SPE currently holds a non-controlling, unconsolidated stake in this standalone cable network As a standalone network, GSN faces strong competition and does not enjoy the economies of scale of networks owned by large media conglomerates GSNs governance structure and owners lack of ability to consolidate earnings make it less likely for either owner to contribute leverage from their broader business interests, or otherwise be willing to provide contributions of capital for growth/acquisitions. Current carriage dispute with DirecTV underscores this issue Libertys desire to consolidate GSN into its new spin-off entity presents SPE with additional leverage prior to the Liberty spin Slide 3 2 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 GSNs estimated dividend range for the period ending 3/31/2009, the gain could exceed $80MM The transaction will include a put / call provision on SPEs stake starting 3 years from close At 35% ownership of GSN/FUN SPE will retain all governance rights permitted prior to the transaction The Transaction Is Being Structured To Capture Immediate Value GSNFUN $600MM$180MMValuation 1 % Sold / Bought15%35% Cash to (from) SPE$90MM($63MM) GSN $90MM Sale of 15% of GSN (A) SPE % Sold (15% of GSN = 30% of our stake) SPEs Net Book Value 11/30/08 $50MM SPEs Est. Net Book Value 3/31/09 $56MM 30% $73MMGain 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 $6MM SPEs Est. Net Book Value Sold (B)$17MM TRANSACTION ECONOMICSESTIMATED GAIN CALCULATION (50% Ownership) $27MMNet Cash to SPE Interim SPE Stake35% SPE Stake in GSN/FUN35% Slide 4 3 GSN Will Realize Synergies Via Combination with FUN FUN Technologies Assets to be Contributed Worlds 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 FUNs game development expertise will enable GSN to quickly roll-out interactive versions of GSN properties Worldwinners 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 Joint management team will enable GSN to execute a multi-platform strategy Slide 5 4 An Exit and Resulting Single Ownership Will Maximize Long-term Value For GSN; Now is the Time to Structure an Exit 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 Carriage negotiations / channel positioning on DirecTV International synergies with Chellomedia and Liberty Global Overhead synergies 50 / 50 ownership limits level of commitment received GSN has not yet been able to reach agreement with DirecTV for carriage on market terms despite Libertys ownership of DirecTV Lack of consolidation of earnings reduces upside from investments of capital or leverage 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 GSN is a critical component of Libertys spin-off of Liberty Entertainment (target date end of March) Further, Liberty seeks a path to consolidate GSN earnings in order to bolster earnings in its planned spin-off stock Independent cable networks do not enjoy the benefits of scale and leverage of networks owned by larger media conglomerates Libertys immediate goals provide us increased leverage Slide 6 5 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