Draft – Pending Technical Review

6 May 2009

Mr. David Mastalski

Sony Pictures Entertainment, Inc.
10202 West Washington Boulevard
Culver City, CA 90232-3195

Dear Mr. Mastalski:

At your request, and in accordance with our master services agreement dated 1 January
2008, Ernst & Young, LLP (EY) has performed a valuation analysis to provide a
recommendation of fair value for Sony Pictures Entertainment, Inc’s (Sony or the Company)
investment in the Game Show Network, LLC. (GSN), as of 09 April 2009 (the Valuation
Date).

The objective of our valuation analysis was to provide a recommendation of the fair value of
30% of Sony’s 50% ownership interest in the total equity of GSN, as of the Valuation Date to
assist Sony management with the valuation of GSN for financial statement reporting purposes.

For the purposes of this engagement, Fair Value as stated in Statement of Financial
Accounting Concepts No. 7 is defined as:

“The amount at which an asset (or liability) could be bought (or incurred) or
sold (or settled) in a current transaction between willing parties, that is, other
than in a forced or liquidation sale.”

We understand the Company will use our analysis solely for the above stated purpose. Neither
this letter, the attached appraisal report, nor their contents, may be referred to or quoted in
any registration statement, prospectus, offering memorandum, loan agreement or other
agreement or document given to third parties without our prior written consent. Additionally,
the Company agrees that it shall not construe or rely on the analysis as a fairness opinion or
investment advice, and will not use, or permit it to be used as the sole basis to set a
transaction price. EY assumes no responsibility to any buyer or seller to negotiate a purchase
or sale at the value set forth in our report. The findings expressed in this report are based on
methods and techniques that EY considers appropriate under the circumstances.

Based on our understanding of the overall objective of the engagement and our experience
with similar engagements, the scope of our engagement included:

• Interviews with management of Sony and GSN (Management) concerning:

− the nature and operations of the business of GSN, including their historical financial
Mr. David Mastalski 6 May 2009
Sony Pictures Entertainment, Inc. Page 2

performance
− any existing business plans, future performance estimates, or budgets for GSN
− the assumptions underlying the business plans, estimates, or budgets, as well as the
risk factors that could affect planned performance;
• Analysis of the performance and market position of GSN relative to its competitors and/or
similar publicly-traded companies;
• Analysis of the economic and competitive environments in which the GSN operates;
• Analysis of the historical financial performance and future prospects of GSN;
• Analysis and estimation of the fair value of the equity of GSN as of the Valuation Date; and
• Preparation of this summary narrative report and supporting exhibits (the Report)
outlining our recommendations of value, the methodologies employed, and the
assumptions utilized in our analysis.

Our analysis and findings were based on historical information and financial data provided by
the Company. We did not independently investigate or otherwise verify the data provided and
do not express an opinion or offer any form of assurance regarding its accuracy or
completeness. We understand that any prospective financial information provided is based on
expectations of competitive and economic environments as they may impact the future
operations of the Company and that Management has consistently applied key assumptions
during the estimation period and has not omitted any factors that may be relevant. In
addition, Management understands that any such omissions or misstatements may materially
affect our analysis and findings.

Based on our analysis, the recommended Fair Value of the total equity of GSN, as of 09 April
2009, is reasonably represented as (rounded):

$640,000,000

OR

SIX HUNDRED FORTY MILLION DOLLARS

Mr. David Mastalski 6 May 2009
Sony Pictures Entertainment, Inc. Page 3

Based on discussions with Sony management, Sony maintained the same level of voting and
control before and after the 30% interest was transferred. Therefore, we did not apply a
discount for lack of control or marketability in the analysis.

Based on our analysis, the recommended Fair Value of 30% of Sony’s 50% ownership interest
in the total equity of GSN as of 09 April 2009, is reasonably represented as (rounded):

$96,000,000

OR

NINETY SIX MILLION DOLLARS

The advice contained herein was not intended or written by EY to be used, and cannot be used,
by the recipient or any other taxpayer for the purpose of avoiding penalties that may be
imposed under the Internal Revenue Code or applicable state or local tax laws.

We appreciate this opportunity to provide Ernst & Young LLP’s valuation services to Sony
Pictures Entertainment, Inc. Our analyses and findings are subject to the attached Statement
of Limiting Conditions and Certification. If you have any questions or require any additional
information, please contact Todd Moody at (213) 977-3243 or Gregory Campanella at (408)
947-6842.

Very truly yours,

Draft – Pending Technical Review

 Table of Contents

I. INTRODUCTION ..................................................................................................................1
A. OBJECTIVE AND SCOPE .............................................................................................................1
B. PREMISE OF VALUE ..................................................................................................................2
C. RECOMMENDATION OF VALUE .....................................................................................................2
II. BACKGROUND....................................................................................................................3
A. COMPANY OVERVIEW – SONY PICTURES ENTERTAINMENT, INC. ............................................................3
B. COMPANY OVERVIEW - GAME SHOW NETWORK, LLC. ........................................................................3
C. INDUSTRY OVERVIEW ................................................................................................................4
D. ECONOMIC OVERVIEW ...............................................................................................................6
III. GENERAL VALUATION METHODOLOGY.............................................................................11
A. INCOME APPROACH ................................................................................................................11
B. MARKET APPROACH ...............................................................................................................11
C. COST APPROACH ..................................................................................................................11
D. SELECTED METHODOLOGIES .....................................................................................................12
IV. VALUATION ANALYSIS.....................................................................................................13
A. DISCOUNTED CASH FLOW METHOD .............................................................................................13
B. GUIDELINE COMPANY METHOD ..................................................................................................17
C. SIMILAR TRANSACTIONS METHOD ..............................................................................................22
V. VALUATION SUMMARY ....................................................................................................24

VI. STATEMENT OF LIMITING CONDITIONS .............................................................................25

VII. CERTIFICATION ................................................................................................................27

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 List of Appendices and Exhibits
DISCOUNT RATE ................................................................................................ Appendix A
CONTROL PREMIUM ........................................................................................... Appendix B
SUMMARY OF RESULTS ...................................................................................... Exhibit A
DISCOUNT CASH FLOW METHOD.......................................................................... Exhibit B
GUIDELINE COMPANY METHOD............................................................................ Exhibit C
SIMILAR TRANSACTIONS METHOD ....................................................................... Exhibit D

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I. INTRODUCTION

A. OBJECTIVE AND SCOPE

At your request, and in accordance with our master services agreement dated 1 January 2008,
Ernst & Young, LLP (EY) has performed a valuation analysis to provide a recommendation of
fair value for Sony Pictures Entertainment, Inc’s (Sony or the Company) investment in the
Game Show Network, LLC. (GSN), as of 09 April 2009 (the Valuation Date).

The objective of our valuation analysis was to provide a recommendation of the fair value of
30% of Sony’s 50% ownership interest in the total equity of GSN, as of the Valuation Date, to
assist Sony management with the valuation of GSN for financial statement reporting purposes.

Based on our understanding of the overall objective of the engagement and our experience
with similar engagements, the scope of our engagement included:

• Interviews with management of Sony and GSN (Management) concerning:

− the nature and operations of the business of GSN, including their historical financial
performance
− any existing business plans, future performance estimates, or budgets for the GSN
− the assumptions underlying the business plans, estimates, or budgets, as well as the
risk factors that could affect planned performance;
• Analysis of the performance and market position of GSN relative to its competitors and/or
similar publicly-traded companies;
• Analysis of the economic and competitive environments in which the GSN operates;
• Analysis of the historical financial performance and future prospects of GSN;
• Analysis and estimation of the fair value of the equity of GSN as of the Valuation Date; and
• Preparation of this summary narrative report and supporting exhibits (the Report)
outlining our recommendations of value, the methodologies employed, and the assumptions
utilized in our analysis.

Our analysis and findings were based on historical information and financial data provided by
the Company. We did not independently investigate or otherwise verify the data provided and
do not express an opinion or offer any form of assurance regarding its accuracy or
completeness. We understand that any prospective financial information provided is based on
expectations of competitive and economic environments as they may impact the future
operations of the Company and that Management has consistently applied key assumptions
during the estimation period and has not omitted any factors that may be relevant. In addition,
Management understands that any such omissions or misstatements may materially affect our
analysis and findings.

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B. PREMISE OF VALUE
For the purposes of this engagement, Fair Value as stated in Statement of Financial Accounting
Concepts No. 7 is defined as:

“The amount at which an asset (or liability) could be bought (or incurred) or
sold (or settled) in a current transaction between willing parties, that is, other
than in a forced or liquidation sale.”

C. RECOMMENDATION OF VALUE
Based on our analysis, the recommended Fair Value of the total equity of GSN, as of 09 April
2009, is reasonably represented as (rounded):

$640,000,000

OR

SIX HUNDRED FORTY MILLION DOLLARS

Based on discussions with Sony management, Sony maintained the same level of voting and
control before and after the 30% interest was transferred. Therefore, we did not apply a
discount for lack of control or marketability in the analysis.

Based on our analysis, the recommended Fair Value of 30% of Sony’s 50% ownership interest in
the total equity of GSN as of 09 April 2009 is reasonably represented as (rounded):

$96,000,000

OR

NINETY SIX MILLION DOLLARS

It should be noted that we did not independently investigate or otherwise verify the historical
and prospective data provided and do not express an opinion or offer any other form of
assurance regarding their accuracy or completeness. We understand that any prospective
financial information provided is based on expectations of competitive and economic
environments as they may impact the future operation of the Company. In addition, our
valuation analysis is expressly subject to the attached Statement of Limiting Conditions. The
advice contained herein was not intended or written by EY to be used, and cannot be used, by
the recipient or any other taxpayer for the purpose of avoiding penalties that may be imposed
under the Internal Revenue Code or applicable state or local tax laws.

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II. BACKGROUND1

A. COMPANY OVERVIEW – SONY PICTURES ENTERTAINMENT, INC.

Sony Pictures Entertainment, Inc. produces movies and television shows. Its global operations
encompass motion picture production and distribution, television production and distribution,
digital content creation and distribution, worldwide channel investments, home entertainment
acquisition and distribution, operation of studio facilities, development of new entertainment
products, services and technologies, and distribution of filmed entertainment in 67 countries.
The company is a subsidiary of Sony Corporation of America and is headquartered in Culver
City, California.

B. COMPANY OVERVIEW - GAME SHOW NETWORK, LLC.

The Game Show Network, LLC operates a cable television game network. GSN is a game
content provider distributing competition programming which includes original casino and
game show series, reality series, and documentaries through its subscriber cable television
network and its casual and skill-based online games portal, GSN.com. The online portal
features flash games, cash game tournaments, and free downloadable games. GSN is
distributed throughout the United States of America (U.S.) and Canada by major cable
operators, satellite providers, and telecommunication companies. The company was founded
by Michael Fleming in April of 1994 and is jointly owned by Sony Pictures Entertainment, Inc.
and Liberty Media Corporation. GSN is headquartered in Santa Monica, California.

Historical financial data

Management provided historical financial data for the fiscal years ended 31 December 2006
through 31 December 2008. The following includes an analysis of selected income statement
and balance sheet items.

Income statement data (available only for 2007 and 2008)

Revenue:
The total revenue from 2007 to 2008 included the following revenue sources: 1) Advertising
sales-television, 2) Advertising sales-online, 3) Affiliate sales, and 4) Online and Other
revenue. Total revenue grew from approximately $125.6 million in fiscal 2007 to $139.7
million in fiscal 2008, a growth rate of approximately 11.2%.

1Sources: 1) Datamonitor: United States - Broadcasting and Cable TV, September 2008. 2) Multichannel News:
http//www.multichannel.com. 3) Standard and Poor’s Stock Report: NYSE Symbol: SNI, 21 Feb 2009. 4) Standard
and Poor’s Industry Survey: Broadcasting, Cable and Satellite: 5 Feb 2009.

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Cost of goods sold (COGS):
COGS as a percentage of revenue, was 35.2% or $44.2 million in fiscal 2007 and 24.1% or
$33.6 million in fiscal 2008. Based on discussions with Sony Management, COGS included only
programming amortization.

General and administrative (G&A) expenses:

G&A, as a percentage of revenue was 39.1% in 2007 and 33.6% in 2008. G&A was $49.1
million in 2007 and $46.9 million in 2008.

Selling and marketing (S&M) expenses:

S&M expenses were $15.9 million in 2007 and $11.2 million in 2008. S&M, as a percentage of
revenue, was 12.7% in 2007 and 8.0% in 2008.

Depreciation and amortization:

Depreciation expense was $1.6 million in 2007 and $1.5 million in 2008. Depreciation expense,
as a percentage of revenue was 1.3% in 2007 and 1.1% in 2008.

Amortization expense, which consists only of programming amortization, was forecast to be

$44.2 million in 2007 and $33.6 million in 2008. Amortization expense, as a percentage of
revenue, was 35.2% in 2007 and 24.1% in 2008.

Balance sheet data

Debt-free net working capital (DFNWC) net of cash:

DFNWC was $5.1 million in 2007 and $14.0 million in 2008. DFNWC, as a percentage of
revenue, was 4.1% in 2007 and 10.1% in 2008. The increase in DFNWC from 2007 to 2008
was caused by an increase in current assets (consisting of accounts receivable, prepaid
expenses and programming rights) from $34.4 million in 2007 to $37.4 million in 2008 and a
decrease in current liabilities (consisting of accounts payable, programming rights payable,
accrued expenses, and deferred revenue) from $29.2 million in 2007 to $23.4 million in 2008.

Net assets:
Net assets are defined as total assets less current liabilities. Net assets were $66.4 million in
2007 and $120.8 million in 2008. The increase in net assets from 2007 to 2008 was due to
total assets increasing from $95.6 million in 2007 (which includes total current assets of
$81.0 million, net property and equipment of $3.4 million, and total other assets of $11.2
million) to $144.2 million in 2008 (which includes total current assets of $127.5 million, net
property and equipment of $3.4 million, and total other assets of $13.3 million) and a
decrease in currently liabilities of $29.2 million in 2007 to $23.4 million in 2008.

C. INDUSTRY OVERVIEW
An analysis of the dynamics of the U.S. Broadcasting and Cable Television (TV) industry is
essential to developing an understanding of the operations of GSN. Industry data were
compiled from several sources, including industry reports, public filings, analyst reports, and
information provided by Management. The following sections provide a discussion of: (i) an
overview and general discussion of the industry; (ii) industry participants; (iii) competition;

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and (iv) recent trends and outlook.

Introduction
The U.S. Broadcasting and Cable Television industry consists of all terrestrial, cable, and
satellite broadcasters for digital and analog television programming. The financial
performance for this industry has historically moved in tandem with economic cycles as the
majority of companies in this market generate revenues from two major sources: advertising
and subscriptions; both of these revenue sources are traditionally correlated with consumer
discretionary spending.

Industry Participants
In recent years, the U.S. Broadcasting and Cable TV industry has drawn increased interest from
private equity companies, leading to several consummated transactions. The market remains
highly concentrated, with only a few companies owning the majority of the Broadcasting and
Cable assets. Among the major players in the market are CBS Corp, Clear Channel
Communications Inc, Comcast Corp, Time Warner Cable Inc, The DIRECTV Group Inc, DISH
Network Corp, NBC Universal Inc, News Corp, Sirius XM Radio Inc, Time Warner Inc, Tribune
Co, Univision Communications Inc, The Walt Disney Co, and Viacom Inc.

There are two main sources of revenue in the Broadcast and Cable TV industry, subscription
fees from consumers and advertising revenue. Production companies serve as major suppliers
to broadcasters, who either commission the production of programming or purchase
broadcasting rights for existing programming. Leading broadcasters have strong brand images
and high spending levels for acquiring the rights to popular content.

Broadcasting, cable, and satellite companies seek to provide desirable programming to their
audiences. However, they vary broadly in how they deliver this programming and in how
revenues are ultimately derived. Terrestrial broadcasters generate the bulk of their revenues
from advertising sales, whereas cable operators and satellite providers derive their revenues
predominantly from subscriptions. Cable networks rely on various levels of advertising
revenue and subscription fees.

Competition
Historically, terrestrial broadcasting networks (such as ABC, CBS, and NBC) had limited
available frequencies on which to operate, resulting in limited broadcasting licenses. However,
with the passage of the Digital Transition and Public Safety Act of 2005, all of the nation’s full
power TV stations are mandated to complete a transition to digital television broadcasting by
12 June 2009 by which time local TV stations must surrender all analog spectrums to the
government. The switch off of analog television broadcasting will free up frequencies for
digital broadcasting.

This will enable more channels to be broadcast via the terrestrial platform and present
opportunities for new competitors to enter the market. The threat of new entrants is
significantly higher with respect to cable and satellite broadcasting platforms due to their
higher channel capacity. However, viewing figures, and therefore advertising revenues of
cable and satellite broadcasters, are typically lower than those of terrestrial channels.

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Furthermore, the use of the Internet as a broadcasting platform is becoming increasing popular
due to its unlimited broadcasting capacity.

Other forms of entertainment such as film, personal computers (PCs), and video games, can
be considered potential substitutes to the broadcasting and cable market. A significant
increase in the popularity of these forms of entertainment could impact viewing figures and
subsequently, advertising revenue.

Recent Trends and Outlooks

Standard & Poor’s identifies technological advances, increased globalization, regulatory
reforms, and demographic change as some of the key factors driving continued changes in the
broadcasting, cable, and satellite landscape. These factors are expected to contribute to an
increasingly competitive environment that requires broadcast media companies to be
innovative and financially flexible.

The performance of companies in the Broadcasting and Cable TV industry, like many industries
is affected by the prevailing economic environment. In general, advertising and other
consumer discretionary spending tend to be cyclical in nature, rising during periods of healthy
economic activity, due in part to higher disposable income and increased consumer confidence,
and declining during economic downturns. As of January 2009, Standard and Poor’s was
estimating real GDP growth of 1.1% in 2008 and projecting a 2.0% decline in 2009.
Additionally, consumer disposable income was expected to increase to 5.5% in 2008 and 4.7%
in 2009.

Impact on Analysis
The outlook for GSN and the Broadcast and Cable TV industry is not encouraging. A projected
U.S. economic contraction through at least the first half of 2009, reduced consumer spending
affecting subscriptions for entertainment, stagnant advertising revenues, competition from the
internet and newer media platforms, and uncertainties related to the upcoming national
transition to digital television in 12 June 2009, are expected to put downward pressure on
GSN’s performance and may result in a difficult operating environment for GSN in 2009.
However, growth in both GSN and its comparable companies are expected to improve as the
economy recovers from the current slowdown.

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D. ECONOMIC OVERVIEW2
A review of the U.S. economy provides an understanding of non-controllable economic risks
associated with the industry and GSN. These systematic risks are beyond the control of both
GSN and Sony but may have a significant impact on this analysis. Therefore an understanding
of the risks associated with the economy is essential to considerations utilized in our analyses.

According to advance estimates released by the Department of Commerce’s Bureau of

Economic Analysis, real gross domestic product (GDP), the output of goods and services
produced by labor and property located in the United States, decreased at an annualized rate
of 3.8% during the fourth quarter of 2008. This represents the second negative growth rate in
annualized quarterly GDP subsequent to a revised 0.2% decline during the fourth quarter of
2007, and follows a revised decrease of 0.5% during the third quarter of 2008. The fourth
quarter 2007 decline was the first negative growth rate since the 2001 recession. The 3.8%
decline in the fourth quarter of 2008 was slightly better than economists’ expectations in the
weeks prior to the release, but represented the largest quarterly decline since the first quarter
of 1982. The decrease in real GDP during the fourth quarter is attributed to declines in exports,
personal consumption expenditures, equipment and software, and residential fixed investment.
These factors were partially offset by positive growth in private inventory investment and
federal government spending. Imports, a subtraction in the calculation of GDP, decreased.
Economists note that GDP grew 1.3% in 2008, down from 2.0% during 2007.

The economy’s fundamentals deteriorated considerably during the fourth quarter. The outlook
for the national and global economy is considered perilous as an ongoing crisis has engulfed
the financial sector causing significant damage to depository and non-depository financial
institutions. As a result of the crisis, lending activities and market liquidity have been
significantly constrained, intensifying a downward spiral in the broader economy as businesses
struggle to obtain the capital necessary for operations and investment while consumers reduce
spending in response to rising unemployment and worsening conditions in the housing market.

In late November, the Business Cycle Dating Committee of the National Bureau of Economic
Research (NBER) determined that economic activity in the U.S. had peaked in December of
2007 and that the economy had then entered into a state of recession. The following table
provides perspective concerning NBER business cycles from the Great Depression to the
present. Thus far the current recession is the longest since 1982 and by many estimates could
ultimately be the longest of 13 recessionary periods subsequent to the Great Depression.

2 Source: Mercer Capital. Primary sources of information include the U.S. Department of Commerce; the U.S.
Department of Labor’s Bureau of Labor Statistics; the U.S. Census Bureau; and the Conference Board. Additional
information obtained from various financial press articles contained in Barron’s and The Wall Street Journal.

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 NBER Business Cycle Reference Dates (1929 - Present)
Month & Year of Economic Duration in Months of
Peak Trough Contraction Prior Expansion
August 1929 March 1933 43 21
May 1937 June 1938 13 50
February 1945 October 1945 8 80
November 1948 October 1949 11 37
July 1953 May 1954 10 45
August 1957 April 1958 8 39
April 1960 February 1961 10 24
December 1969 November 1970 11 106
November 1973 March 1975 16 36
January 1980 July 1980 6 58
July 1981 November 1982 16 12
July 1990 March 1991 8 92
March 2001 November 2001 8 120
December 2007 73

At its December meeting, the Federal Reserve reduced the target federal funds rate and the
discount rate. The target for the federal funds rate was set at 0.0% to 0.25% while the discount
rate was reduced 75 basis points to 0.50%. This policy was driven by a pronounced cooling in
economic growth and modestly increased uncertainty concerning inflation. The December
statement indicated that financial markets remain strained, labor markets have deteriorated,
and many other economic indicators have declined. Economic conditions have worsened, and
the Committee anticipates these conditions are likely to warrant the exceptionally low levels of
the federal funds rate for some time.

The Conference Board (TCB) reported that the Composite Index of Leading Economic
Indicators (LEI), the government’s primary forecasting gauge, increased 0.3% in December to
99.5 after decreases of 1.0% and 0.4% in October and November, respectively (all figures
recently revised). The index attempts to gauge economic activity six to nine months in
advance. Multiple consecutive moves in the same direction are said to be indicative of the
general direction of the economy. During 2007, the LEI did not record consecutive monthly
increases. To the contrary, the LEI declined the first two months of 2007 and finished the year
with three consecutive monthly declines. The LEI also declined in the first three months of
2008, marking six consecutive monthly declines. The December 2008 increase was the first
increase since June. Conventional interpretation of the recent LEI pattern suggests an
increased expectation for a near-term recession, which by late 2008 the economy was declared
to have been in recession for the entirety of the year. The last timeframe during which the LEI
displayed a similar pattern began in 2000 and spanned into early 2001.
Four of the LEI’s ten leading economic indicators rose during December. The positive
contributors to the LEI (largest to smallest) included real money supply, interest rate spread,
manufacturers’ new orders for consumer goods and materials, and manufacturers’ new orders
for nondefense capital goods. The negative contributors included building permits, average
weekly manufacturing hours, vendor performance, average weekly initial claims for
unemployment insurance, and stock prices. During the six-month span through December
2008, the leading index declined 2.5%, larger than the six-month decline measured through
September. In December the Coincident Index decreased 0.5% and the Lagging Index decreased
0.4%. Taken collectively, the recent behavior of the indices emphasizes risk of further
economic weakness and that the recession that began in December 2007 will continue in the
near term.

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Additional factors affecting the economy in the later part of 2008 included the strengthening
of the U.S. dollar against many world currencies and a rapid decline in crude oil and fuel prices.
Both of these circumstances are highly correlated to evolving financial and economic
conditions. The dollar’s consistent decline over the past many years began to reverse course in
early 2008 as world capital sought the relative safety and liquidity of U.S. Treasuries and other
dollar-based securities in response to growing economic turmoil. Correspondingly, U.S.
exports, after having enjoyed several years of renewed attraction and representing one of few
bright spots in the overall economy, have declined. Oil prices declined precipitously from mid-
year peaks of $150 per barrel to less than $50 per barrel by year end. The expected new
paradigm of world oil demand proved subservient to the downward price pressure brought on
by rapidly deteriorating economic conditions in the U.S. and other markets. Ultimately, as the
economy finds renewed stability, fuel prices and currency valuations should return to more
historical norms.

Responding to the collapse of numerous financial institutions in late 2008 which resulted in the
virtual seizure of credit markets, U.S. Treasury and Federal Reserve officials prompted
President Bush’s administration and Congress to act immediately to pass the Emergency
Economic Stabilization Act of 2008. The measure established the Troubled Asset Relief
Program (TARP) and authorized the U.S. Secretary of the Treasury to spend up to
$700 billion to purchase distressed assets from banks and other financial institutions. These
troubled assets consisted primarily of mortgages and related derivative securities (referred to
as collateralized debt obligations or mortgage-backed securities) which became non-
performing and/or illiquid in secondary markets resulting in a system-wide collapse of
confidence. The TARP was intended to restore a measure of confidence by relieving financial
institutions from critical exposures that constrained their ability and willingness to lend capital
in markets critical to the functioning of everyday business in the economy. The measure, first
introduced in mid-September, was ultimately passed and enacted in early October after
significant deliberation.

The initial funding authorization of the TARP was $350 billion and was released upon passage
of the measure on 3 October 2008. In response to developments and conflicting opinions
regarding the employment of TARP funds, the financial rescue plan was changed from the
original strategy of asset purchases to one of direct capital infusions into critical large
institutions. Ultimately, amid mounting pressure to open the TARP to key industries such as the
automotive sector, President Bush used executive authority to declare that TARP funds could
be used for any purpose deemed necessary to mitigate further damage to the financial system.

The 2008 election cycle culminated with the election of Barack Obama on 4 November 2008.
President-Elect Obama began planning for immediate actions to provide additional economic
stimulus as soon as possible in 2009 as well as to determine a deployment strategy for the
balance of the TARP funds. While specifics of the stimulus package were uncertain at the end of
the year, the price tag could ultimately top one trillion dollars. Many economists believe this
package is pivotal in addressing the current recession. Much of the efficacy of the stimulus plan
will depend upon its ability to halt significant job loss and stabilize consumer confidence.
Opponents to dramatic new deficit spending cite the long-term implications of higher inflation
and interest rates. In addition to changes in administrative and agency response to the

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economic crisis, new executive leadership and legislature composition carry the potential for
changes in tax policy, regulation, foreign affairs and other policies.
According to a monthly survey of over 50 forecasters polled by The Wall Street Journal, GDP is
expected to contract at an annualized rate of 3.3% for the first quarter of 2009 and contract
0.8% during the second quarter of 2009. On average, economists expect the downturn to end
around June 2009. If the June 2009 expectations bear out, the downturn will have lasted 18
months, which would represent the longest period of economic contraction since the Great
Depression.

Summary and Outlook

Economic measures from the fourth quarter of 2008 reflected a historical contraction on
numerous fronts. GDP measures declined abruptly, and expectations are for GDP growth to be
lower than the economy’s historical long-run potential through at least 2009 and perhaps into
2010. Housing statistics remained depressed and employment figures declined at near historic
levels. GDP growth expectations from private economists surveyed by The Wall Street Journal
are on the order of negative 3.3% for the first quarter of 2009 and negative 0.3% for all of
2009. This compares to GDP growth of 2.8%, 2.0%, and 1.3% for 2006, 2007, and 2008,
respectively. Nearly 100% of the polled economists foresee a recession in the near future, up
from 90% during the third quarter. If the consensus expectations of The Wall Street Journal
economists play out, it would be the first time GDP has contracted for three consecutive
quarters in more than a half century.

The Federal Reserve’s outlook concurs with that of many private economists by suggesting
negative growth during 2009 and growth at a moderate pace during 2010. The stock market is
expected to underperform historical trends in the next few years, and the near-term outlook
for market prices is highly uncertain. The Fed is expected to hold rates steady during 2009.
The fiscal and monetary responses enacted in the fourth quarter of 2007 and the first quarter
of 2008 were targeted at either preventing or reducing the severity of a recession. The rapid
decline in financial and credit markets which began in September 2008 has prompted
governmental efforts to inject capital into ailing financial institutions. It is also anticipated that
a combination of tax reductions and direct fiscal stimulus will be undertaken by way of an
economic recovery bill currently in development. Many economists and financial market
observers believe the status of the U.S. economy to be the worst in generations and perhaps
since the Great Depression. The U.S. crisis has manifested in other countries and the
plausibility of a global recession is considered high.

Impact on Analysis
Cable and satellite TV companies, such as GSN, are not nearly as vulnerable to economic trends
as are advertising dependent broadcasters due to their ability to generate additional revenues
through subscription fees. Cable and satellite providers, however, are potentially affected by a
sharp U.S. economic slowdown, fueling further cutbacks in consumer spending on
telecommunications and entertainment services. Economic conditions in the near term are
expected to put downward pressure on GSN’s forecasts. However, growth in both GSN and its
comparable companies are expected to improve as the economy recovers from the current
slowdown.

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III. GENERAL VALUATION METHODOLOGY
In the valuation of a business, three different approaches may be employed to estimate Fair
Value: (i) the Income Approach, (ii) the Market Approach, and (iii) the Cost Approach.
While each of these approaches is initially considered in the valuation of the invested capital,
the nature and characteristics of the subject company will indicate which approach, or
approaches, are most applicable.

A. INCOME APPROACH
The Income Approach focuses on the income-producing capability of a business. One
methodology in the Income Approach is the Discounted Cash Flow Method (the DCF Method),
which focuses on the expected cash flow of the subject company. Debt-free cash flow is
typically defined as the amount available for distribution as a dividend without impairing the
future profitability or operations of the subject business enterprise. Debt-free cash flow is
estimated for a finite period of years and a terminal, or continuing, value is estimated at the
end of the explicit forecast period. The cash flow during each year of the explicit forecast
period and the continuing value are then discounted to present value, using a discount rate
that is equal to the required rate of return for the subject business enterprise.

B. MARKET APPROACH
The Market Approach is comprised of the Guideline Company and the Similar Transactions
Methods. The Guideline Company Method (GCM) focuses on comparing the subject company
to selected reasonably similar (or guideline) publicly-traded companies. Under this method,
valuation multiples are: (i) derived from the operating data of selected guideline companies;
(ii) evaluated and adjusted based on the strengths and weaknesses of the subject company
relative to the selected guideline companies; and (iii) applied to the operating data of the
subject company to arrive at an indication of value. In the Similar Transactions Method (STM),
consideration is given to prices paid in recent transactions that have occurred in the subject
company’s industry or in related industries.

C. COST APPROACH
The Adjusted Net Assets Method represents one methodology employed in the Cost Approach
to value. In this method, a valuation analysis is performed for a company’s identified fixed,
financial, and other assets. The derived aggregate value of these assets is then “netted”
against the estimated value of all existing and potential liabilities, resulting in an indication of
the value of the shareholders’ equity. An ongoing business enterprise is typically worth more
than the Fair Value of its underlying assets due to several factors: (i) the assets valued
independently may not reflect economic value related to the prospective cash flows they could
generate; (ii) this approach may not fully reflect the synergy of the assets but rather their
independent values; and (iii) intangible assets inherent in the business such as reputation,
superior management, proprietary procedures or systems, or superior growth opportunities
are very difficult to measure independent of the cash flow they generate. Consequently,
although considered, this approach was not applied in our analysis.

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D. SELECTED METHODOLOGIES
Each of the approaches described above may be used to develop an indication of the total
invested capital (TIC) value of a business; however, the appropriateness of these approaches
varies with the type of business being valued. For asset intensive companies, such as real
estate holding companies and natural resource companies, the underlying assets are key
elements in the success of the enterprise. There, the Cost Approach and Income Approach
generally provide reliable indications of value as they emphasize the current value of the assets
and their long-range earning potential. For companies providing a product or service, the
Income and Market Approaches would generally provide the most reliable indications of TIC
value because the value of such firms is more dependent on their ability to generate future
earnings than on the current value of the assets used in the production process.

For purposes of this analysis, the Income and Market Approach were utilized to arrive at our
Fair Value recommendation. Specifically, the Income Approach incorporated the use of the
DCF Method while the Market Approach incorporated the use of the GCM and the STM.
Additionally, to calculate the guideline company multiples on a 100% controlling interest basis,
the STM was also used to estimate appropriate control premiums.

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IV. VALUATION ANALYSIS
For purposes of this engagement, the Income and Market Approaches were utilized in the
valuation of GSN. In deriving values utilizing these approaches, we relied on: (i) historical
financial data for GSN, (ii) Company-prepared estimated data for fiscal year 2009 through
2013, (iii) economic and industry data relating to the Broadcast and Cable industry, and (iv)
interviews with Sony and GSN management.

A. DISCOUNTED CASH FLOW METHOD

The DCF Method explicitly recognizes that the value of a business enterprise is equal to the
present value of the cash flows that are expected to be available for distribution to the equity
and/or debt holders of the business. In the valuation of TIC, indications of value are developed
by discounting future net cash flows available for distribution to their present worth at a rate
that reflects both the current return requirements of the market and the risks inherent in the
specific investment.

Cash flow is an important element in the financial management of a business enterprise. The
ability of an enterprise to create cash inflows, meet cash requirements, and provide for related
financial and investing activities is an important factor in the valuation of that enterprise. More
specifically, cash inflows include earnings, sales of assets, and reductions of net working
capital. Cash outflows include investments in assets, and additions to working capital.

Our DCF analyses were performed on a debt-free basis, i.e., interest expense was excluded
from the estimated future expenses and only operating earnings were used to estimate future
cash flows. The effect of excluding interest expense and using only operating earnings in the
calculation of free cash flow is to provide a value indication for TIC. After arriving at TIC, debt
was deducted and cash was added back to arrive at the fair value of total equity of GSN.

Key Inputs and Assumptions

GSN management provided forecasts from 2009 through 2013. We tested the reasonableness
of the forecasts through conversations with both Sony and GSN management, analyses of
industry growth trends, comparisons to market participant margins, and review of historical
results.

Revenue:
The total revenue forecast from 2009 through 2013 included the following revenue sources:
1) Advertising sales-television, 2) Advertising sales-online, 3) Affiliate sales, and 4) Online
and Other revenue.

Total revenue was forecast to increase from $139.7 million for the 12 month period ending
31 December 2008 (the LTM Period) to $146.4 million in 2009, representing an increase of
4.8%. Total revenues were forecast to be $159.0 million in 2010, $171.7 million in 2011,
$185.3 million in 2012, and $200.0 million in 2013. Forecast revenue growth rates from
2010 to 2013 were 8.6%, 8.0%, 7.9%, and 7.9% respectively.

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Based on our discussions with Sony management, we extended the revenue forecast out to
2017. Revenues were forecasted to grow from $199.9 million in 2013 to $262.5 million in
2017. Revenue growth rates for 2014, 2015, and 2016 were estimated to decline from 7.9%
in 2013 to 7.4% in 2014 and 2015, 7.3% in 2016, and 6.2% in 2017, as the business
approaches stabilized operating levels. Above industry growth rates reflect increased ratings
and market share.

Cost of goods sold:

COGS, as a percentage of revenue, was forecast by Management to be 31.3% in 2009, 30.3% in
2010, 29.0% in 2011, 27.8% in 2012, and 26.5% in 2013. Based on discussions with
Management, and an analysis of historical guideline company data, COGS was estimated to be
25.1% in 2014, 24.5% in 2015, 25.1% in 2016, and 22.4% in 2017.

COGS was divided into programming amortization (see below) and partner share expense.
Based on information provided by GSN management, partner share expense, as a percentage
of GSN’s advertising sales-online revenue, was forecast to be 66.2% in 2009 and 60% through
the remainder of the explicit forecast period.

General and administrative expenses:

G&A, as a percentage of revenue was forecast by Management to be 34.5% in 2009, 33.0% in
2010, 31.8% in 2011, 30.6% in 2012, and 29.5% in 2013. Based on discussions with
Management, and an analysis of historical guideline company data, G&A was estimated to be
28.3% in 2014, 27.2% in 2015, 26.2% in 2016, and 25.3% in 2017. This decline in G&A, as a
percentage of revenue, was due to improved efficiencies as operations stabilize.

Selling and marketing expenses:

S&M expenses were forecast by Management to be $13.4 million in 2009, $14.0 million in
2010, $14.5 million in 2011, $15.0 million in 2012, and $15.5 million in 2013. S&M, as a
percentage of revenue, was forecast to decline gradually from 9.2% in 2009 to 8.8% in 2010,
8.4% in 2011, 8.1% in 2012, and 7.8% in 2013. Based on discussions with Management, and
an analysis of historical performance and guideline company data, S&M was estimated to be
7.4% in 2014, 7.1% in 2015, 6.9% in 2016, and 6.6% in 2017.

Depreciation and amortization:

Depreciation expense was forecast to be $1.2 million in 2009, $1.4 million in 2010, $1.5
million in 2011, $0.6 million in 2012, $0.8 million in 2013, $0.9 million in 2014, $1.0 million
in 2015, and $1.1 million in 2016 through the remainder of the explicit forecast period.

Depreciation was based on a fixed asset balance of $3.4 million, forecast capital expenditures
(see below), and an expected remaining useful life of three years for existing fixed assets and
five years for fixed asset additions.

Amortization expense, which consists only of programming amortization, was forecast to be

$44.9 million in 2009, $46.4 million in 2010, $47.4 million in 2011, $48.5 million in 2012,
$49.4 million in 2013, $49.7 million in 2014, $51.6 million in 2015, $56.8 million in 2016,
and $52.9 million in 2017. The increase in programming amortization, as a dollar amount, was
due to GSN’s plan to introduce new programming in the near future.

E 14
Capital expenditures:
Capital expenditures were forecast by Management to be $0.8 million in 2009, $0.8 million in
2010, $0.9 million in 2011 and 2012, and $1.0 million in 2013. Based on discussions with
Management, and an analysis of historical performance and guideline company data, capital
expenditures were $1.1 million in 2014, $1.2 million in 2015, and $1.3 million in 2016 through
the remainder of the explicit forecast period.

Debt-free net working capital net of cash:

DFNWC was estimated based on an analysis of public company comparable data and the
forecasted balance sheet prepared by Management. DFNWC, as a percentage of revenue, was
forecasted to be 10.0% throughout the explicit forecast period.

Tax rate:
A tax rate of 40.7% was applied throughout the forecast period. The selected tax rate was
estimated based on an analysis of California state and federal tax rates.

Terminal value:
The debt-free cash flows of GSN derived in the DCF analysis were estimated into perpetuity
based on a terminal year growth factor. In the fading-growth model, a terminal year growth
factor of 4.0% was applied after the higher, short term growth rate of 5.0% had been applied.
The elements considered in developing estimates of stabilized cash flows and the terminal
growth rate for GSN included: (i) estimated revenue growth forecasted through the year
2017; (ii) the competitive environment in which GSN operates; and (iii) industry trends.

Discount rate:
To arrive at the present value of the debt-free cash flow available for distribution in the DCF
method, it is necessary to estimate an appropriate discount rate. In our evaluation of the risk
associated with the GSN, the discount rate of 11.0% was selected. The selected discount rate
was estimated considering the Weighted Average Cost of Capital (WACC). Please see
Appendix A for further discussion of the discount rate.

E 15
Value Indication:
The present value of GSN’s explicit period cash flows and terminal value were summed to arrive
at an indication of TIC based on the DCF method of $626.9 million. GSN did not have any debt.
Cash (consisting of cash, cash equivalents, and restricted short-term marketable securities) of
$18.0 million was added back as DFNWC was net of cash, resulting in an indicated total equity
value for GSN, from the DCF method of the Income Approach of (rounded):

$645,000,000

OR

SIX HUNDRED FORTY FIVE MILLION DOLLARS

Refer to Exhibit B for the detailed computations applied in the DCF Method.

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B. GUIDELINE COMPANY METHOD
In the Market Approach, the GCM was used to estimate a TIC value for GSN. In deriving values
utilizing this method, we relied on LTM results and forecast normalized results for fiscal 2009
for GSN.

In the GCM, valuation multiples were calculated based on operating data from publicly-traded
guideline companies. Multiples derived from guideline companies provide an indication of how
much a knowledgeable investor in the marketplace would be willing to pay for a company or an
equity ownership interest in a company. These multiples were calculated on a cash free basis
and then applied to the operating data of GSN to arrive at an indication of TIC. After arriving at
TIC, debt was deducted, a premium for control was added, and cash was added to arrive at an
indication of the fair value of total equity of GSN.

Search Criteria

In the application of the GCM, it was necessary to develop a list of companies similar to the
subject company. Several sources of data were used to compile this list or “universe” of
potentially similar companies. The primary sources used to produce this universe included:

• GSN and Sony management

• FactSet and One Source databases, and
• Analyst reports

From a list of “eligible” companies, the selection was narrowed based primarily on:

• Business description
• Company size, and
• Revenue growth

The following eight companies were selected as guideline comparable companies for use in our
analysis: News Corporation, Comcast Corporation, The Walt Disney Company, Time Warner
Inc., Viacom, Inc., Scripps Networks Interactive, Inc., Lions Gate Entertainment Corp., and
Discovery Communications Inc. A narrative description of each guideline company is listed
below.

News Corporation (NWS) is a diversified entertainment company with operations in

eight industry segments, including Filmed Entertainment, Television, Cable Network
Programming, Direct Broadcast Satellite Television, Magazines and Inserts, Newspapers
and Information Services, Book Publishing and Other. The activities of News
Corporation are conducted principally in the United States, the United Kingdom,
Continental Europe, Australia, Asia and the Pacific Basin. Through its subsidiaries, it is
engaged in the operation of broadcast television stations, and the development,
production and distribution of network and television programming. The company
engages in the direct broadcast satellite business through its subsidiary, SKY Italia. It
also owns interests in BSkyB and Premiere, which are engaged in the direct broadcast
satellite business. In October 2008, the company took full ownership of mobile content

E 17
provider Jamba by buying VeriSign, Inc.'s 49% stake.

Comcast Corporation (CMCSA) is a cable operator in the U.S. As of

31 December 2007, the company’s cable systems served approximately 24.1 million
video subscribers, 13.2 million Internet subscribers and 4.6 million phone subscribers
and passed approximately 48.5 million homes in 39 states and the District of Columbia.
It operates in two segments: Cable and Programming. The Cable segment, which
generates approximately 95% of its consolidated revenues, manages and operates cable
systems, including video, Internet and phone services (cable services), as well as the
company’s regional sports and news networks. The Programming segment consists of
the company’s consolidated national programming networks, which include E!, The Golf
Channel, VERSUS (formerly OLN), G4 and Style.

The Walt Disney Company (DIS), together with its subsidiaries, is a global
entertainment company. The business segments of the company are Media Networks,
Parks and Resorts, Studio Entertainment, and Consumer Products. The Media Networks
segment consists of domestic broadcast television network, television production and
distribution operations, domestic television stations, cable networks, domestic
broadcast radio networks and stations, and Internet and mobile operations. The Studio
Entertainment segment produces and acquires live-action and animated motion
pictures, direct-to-video programming, musical recordings and live stage plays. The
Consumer Products segment engages with licensees, manufacturers, publishers and
retailers globally to design, develop, publish, promote and sell a range of products
based on Disney characters. During the fiscal year ended 27 September 2008 (fiscal
2008), the company completed the acquisition of UTV Software Communications
Limited.

Time Warner Inc. (TWX) is a media and entertainment company. The company
operates in five business segments: AOL LLC (AOL), consisting principally of
interactive consumer and advertising services; Cable, consisting principally of cable
systems that provide video, high-speed data and voice services; Filmed Entertainment,
consisting principally of feature film, television and home video production and
distribution; Networks, consisting principally of cable television networks that provide
programming, and Publishing, consisting principally of magazine publishing. In May
2008, AOL completed the acquisition of Bebo, a global social media network that will
form the centerpiece of AOL's newly created People Networks business unit.

Viacom, Inc. (VIAB) is a global entertainment content company. The company

operates through two reporting segments: Media Networks, which includes MTV
Networks (MTVN) and BET Networks (BETN), and Filmed Entertainment. In June
2007, the company sold its non-controlling equity investment in MTV Russia. In August
2007, MTV Networks and RealNetworks, Inc. created Rhapsody America, a venture
offering a single, integrated digital music experience that consumers can access
through their personal computer (PC), portable music device or mobile phone. In
November 2007, Viacom and Network18 Fincap Limited (Network18), an Indian media
and entertainment company, completed a 50/50 joint venture in India called Viacom 18
Media Private Limited (Viacom 18). In July 2007, it completed the sale of Famous

E 18
 Music to Sony/ATV Music Publishing. In September 2008, MTVN acquired Social
Project, Inc.

Scripps Network Interactive, Inc. (SNI) is a lifestyle content and Internet search
company with television and interactive brands. The company manages its operations
through two segments, including the Lifestyle Media (formerly Scripps Networks) and
Interactive Services (formerly Interactive Media). The company is a wholly owned
subsidiary of E.W. Scripps.

Lions Gate Entertainment Corp. (LGF) is a filmed entertainment studio with a

presence in motion pictures, television programming, home entertainment, family
entertainment, video-on-demand and digitally delivered content. The company releases
approximately 18 to 20 motion pictures theatrically per year, which include films it
develops and produces in-house, as well as films that it acquires from third parties. It
also has produced approximately 76 hours of television programming, primarily prime
time television series for the cable and broadcast networks. As of 31 March 2008,
Lionsgate distributes its library of approximately 8,000 motion picture titles and
approximately 4,000 television episodes and programs directly to retailers, video rental
stores, and pay and free television channels in the U.S., Canada, the United Kingdom
and Ireland. Its segments include Motion Pictures and Television Productions. On 10
September 2007, the company acquired Mandate Pictures, LLC.

Discovery Communications Inc. (DISCA), formerly Discovery Holding Company, is a

global media and entertainment company that provide original and purchased
programming across multiple distribution platforms in the United States and
approximately 170 other countries, with over 100 television networks offering
customized programming in 35 languages. The company also develops and sells
consumer and educational products and services, as well as media sound services in the
United States and internationally. In addition, it owns and operates a diversified
portfolio of Website properties and other digital services. The company operates
through three segments: U.S. Networks, International Networks, and Commerce,
Education, and Other.

Valuation Multiples

The observable TIC valuation multiples considered in the analysis included:

• TIC / Net sales
• TIC / Earnings before interest, taxes, depreciation, and amortization (EBITDA)
• TIC / Earnings before interest and taxes (EBIT)

Multiples were calculated for the years 2008 through 2010, for each of the identified guideline
public companies based on available market information.
TIC/EBITDA and TIC/EBIT multiples in fiscal years 2009 and 2010, were not relied upon in the
calculation of value. The Broadcasting and Cable TV companies utilize varying methods of
calculating programming amortization and representing that metric within their financial
statements. It was not possible to adjust the EBITDA and EBIT metrics in order to calculate

E 19
uniform EBITDA and EBIT multiples. As a result, forecast EBITDA and EBIT multiples were not
included in our analysis.
Based on business description, company size, and revenue growth, the companies deemed
most comparable to GSN were Scripps Networks Interactive, Inc. and Discovery
Communications Inc. The following table outlines the selected multiples based on reliance on
the SNI and DISCA multiples.

Multiples Application

Fiscal Financial Value Indication

Year Measure Selected Multiple (US$ in 000’s)
2008 Net Sales 2.70x $377,193
2008 EBITDA 4.57x 373,077
2008 EBIT 7.95x 369,217
2009 Net Sales 2.72x 398,517
2010 Net Sales 2.57x 409,039

We selected a TIC/Net Sales multiple of 2.70x in 2008, 2.72x in 2009, and 2.57x in 2010,
based on consideration of the TIC/Revenue multiples of SNI and DISCA from 2008 to 2010.
The TIC/2008 EBITDA multiple of 4.57x and the TIC/2008 7.95x multiple were applied to the
corresponding financial data in 2008 for GSN.
The 2008, 2009, and 2010 Net Sales, 2008 EBITDA, and 2008 EBIT value indications were
assigned equal weighting.
Based on discussions with Sony management, and an analysis of historical financial data, an
estimated 60% premium for control was added. (Please see Appendix B for discussion of the
selected control premium.)

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Value Indications

Based on our analysis, the indicated TIC value from the GCM on a minority marketable basis
was $385.4 million. A control premium of 60% was applied, and cash of $18.0 million was
added back, resulting in an indicated total equity value for GSN, from the GCM of the Market
Approach of (rounded):

$635,000,000

OR

SIX HUNDRED THIRTY FIVE MILLION DOLLARS

Refer to Exhibit C for the detailed computations applied in the GCM.

E 21
C. SIMILAR TRANSACTIONS METHOD
In the Market Approach, the STM was used to estimate a TIC value for GSN. In deriving values
utilizing this method, we relied on prices paid in recent transactions that have occurred in the
Broadcasting and Cable industry.

In the STM, valuation multiples were calculated based on actual transaction data to arrive at an
indication of TIC value. Multiples derived from the transactions provide an indication of how
much a knowledgeable investor in the marketplace would be willing to pay for a company or an
equity ownership interest in a company. These multiples were calculated on a cash free basis
and then applied to the operating data of GSN to arrive at an indication of TIC. After arriving
at TIC, debt was deducted and cash was added to arrive at the fair value of total equity of GSN.

Search Criteria

In the application of the STM, it was necessary to develop a list of transaction data. Several
sources of data were used to compile this list or “universe” of transactions. The primary
sources used to produce this universe included:

• Company presentations and discussions

• FactSet and Mergerstat databases

From a list of initial transactions, the selection was narrowed based primarily on:

• Seller/Unit description
• Deal value
• Proximity to Valuation Date

Based on discussions with Sony management and review of the Sony Pictures Television
Presentation of January 2009, valuation multiples were calculated from seven identified
transactions. Based on discussions with Sony management, we determined that the identified
transaction values were net of cash.

Valuation Multiples

The observable TIC valuation multiples considered in the analysis included:

• TIC / Net sales
• TIC / Earnings before interest and taxes (EBIT)

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Multiples adjustment factor

We performed an analysis of the change in TIC (net of cash and short term investments) of the
selected guideline companies in the industry3, between the dates of the transactions and the
Valuation Date. The analysis was performed to account for the fall in overall TIC values for
media companies between the aforementioned dates.

Based on the different transaction dates, we observed a decline in TIC values ranging from a
low of 32% to a high of 45%.

Based on discussions with Sony management and the observed decline in TIC values of media
companies, we selected an adjustment factor of 30% for the identified transaction data.

Multiples Application

We selected a median TIC/Net Sales multiple of 3.90x and a median TIC/EBIT multiple of
14.96x based on consideration of the identified transactions.

The TIC/Net Sales multiple and the TIC/EBIT multiple were applied to GSN’s 2008 Net Sales and
EBIT data resulting in a TIC of $545.0 million and $695.1 million, respectively. The Net
Sales and EBIT value indications were then equally weighted based on quantitative and
qualitative evaluation of the selected transactions.

Value Indications

The indication of TIC for GSN based on the STM was $620.0 million. GSN did not have any
debt. Cash of $18.0 million was added back as multiples were calculated on a net of cash basis,
resulting in an indicated total equity value for GSN, from the STM method of the Market
Approach of (rounded):

$638,000,000

OR

SIX HUNDRED THIRTY EIGHT MILLION DOLLARS

Refer to Exhibit D for the detailed computations applied in the STM.

3 Selected guideline companies used in the calculation of the STM multiples adjustment factor include: Lions Gate

Entertainment Corp., Cablevision Systems Corporation, discovery Communications Inc., Time Warner Inc., News
Corporation, The Walt Disney Company, Viacom, Inc., CBS Corporation, and Scripps Networks Interactive, Inc
(Scripps Networks Interactive, Inc. started trading on 12 June 2008, hence no data was available prior to that
date.)

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V. VALUATION SUMMARY
In our estimation of the Fair Value of GSN, equal weight was given to the Income and Market
Approach. Within the Market Approach, we further assigned equal weighting to the GCM and
the STM. Based on our analysis, the recommended Fair Value of the total equity of GSN, as of
09 April 2009, is reasonably represented as (rounded):

$640,000,000

OR

SIX HUNDRED FORTY MILLION DOLLARS

Based on discussions with Sony management, Sony maintained the same level of voting and
control before and after the 30% interest was transferred. Therefore, we did not apply a
discount for lack of control or marketability in the analysis.

Based on our analysis, the recommended Fair Value of 30% of Sony’s 50% ownership in the
total equity of GSN as of 31 December 2008 is reasonably represented as (rounded):

$96,000,000

OR

NINETY SIX MILLION DOLLARS

Our valuation was based upon information and financial data provided by the Management of
GSN and is subject to the attached Statement of Limiting Conditions. We did not independently
investigate or otherwise verify the data provided and do not express an opinion or offer any
form of assurance regarding its accuracy and completeness. We understand that any financial
information provided is based upon Management’s expectations of competitive environments
as they may impact the future of the Company. The advice contained herein was not intended
or written by Ernst & Young LLP to be used, and cannot be used, by the recipient or any other
taxpayer for the purpose of avoiding penalties that may be imposed under the Internal Revenue
Code or applicable state or local tax laws.

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VI. STATEMENT OF LIMITING CONDITIONS

1. Nothing has come to our attention to cause us to believe that the facts and data set
forth in this Report are not correct.

2. Provision of valuation recommendations and considerations of the issues described

herein are areas of regular valuation practice for which we believe that we have, and
hold ourselves out to the public as having, substantial knowledge and experience. The
services provided are limited to such knowledge and experience and do not represent
audit, advisory or tax-related services that may otherwise be provided by Ernst & Young
LLP. Notwithstanding this limitation, the advice contained herein was not intended or
written by EY to be used, and cannot be used, by the recipient or any other taxpayer for
the purposes of avoiding penalties that may be imposed under the Internal Revenue
Code or applicable state or local tax laws.

3. No investigation of the title to the subject company and subject assets has been made,
and the owner’s claim to the subject company and subject assets is assumed to be valid.
To the extent that Ernst & Young LLP’s services include any analysis of assets,
properties or business interests, Ernst & Young LLP assumes no responsibility for
matters of legal description or title, and Ernst & Young LLP shall be entitled to make the
following assumptions: (i) title is good and marketable, (ii) there exist no liens or
encumbrances, (iii) there is full compliance with all applicable Federal, state, local and
national regulations and laws (including, without limitation, usage, environmental,
zoning and similar laws and/or regulations), and (iv) all required licenses, certificates
of occupancy, consents, or legislative or administrative authority from any Federal,
state, local, or national government, private entity or organization have been or can be
obtained or renewed for any use on which Ernst & Young LLP services are to be based.

4. This Report has been prepared solely for the purpose stated, and may not be used for
any other purpose. Neither this Report nor any portions hereof may be copied or
disseminated through advertising, public relations, news, sales, Securities and Exchange
Commission disclosure documents or any other public (or private) media without the
express prior written approval of Ernst & Young LLP.

5. The recommendations of fair value contained herein are not intended to represent the
values of the subject assets at any time other than the effective date that is specifically
stated in this Report. Changes in market conditions could result in recommendations of
value substantially different than those presented at the stated effective date. We
assume no responsibility for changes in market conditions or for the inability of the
owner to locate a purchaser of the subject assets at the values stated herein.

6. No responsibility is assumed for information furnished by others, including

management, and such information is believed to be reliable.

7. In the course of our analysis, we were provided with written information, oral
information, and/or data in electronic form, related to the structure, operation, and

E 25
 financial performance of the subject company and subject assets. We have relied upon
this information in our analyses and in the preparation of this Report and have not
independently verified its accuracy or completeness.

8. Certain historical financial data used in our valuation were derived from audited and/or
unaudited financial statements and are the responsibility of management. The financial
statements may include disclosures required by generally accepted accounting
principles. We have not independently verified the accuracy or completeness of this
data provided and do not express an opinion or offer any form of assurance regarding
its accuracy or completeness.

9. The estimates of cash flow data included herein are solely for use in the valuation
analysis and are not intended for use as forecasts or projections of future operations.
We have not performed an examination or compilation, nor have we performed an
agreed-upon procedures engagement with regard to the accompanying cash flow data
in accordance with standards prescribed by the American Institute of Certified Public
Accountants, and, accordingly, do not express an opinion or offer any form of
assurance on the accompanying cash flow data or their underlying assumptions.
Furthermore, there will usually be differences between estimated and actual results
because events and circumstances frequently do not occur as expected, and those
differences may be material.

10. We assume no responsibility for any financial and tax reporting judgments, which are
appropriately those of management. It is our understanding that management accepts
responsibility for any financial statement and tax reporting issues with respect to the
assets covered by our analysis, and for the ultimate use of our Report.

11. Ernst & Young LLP is not required to furnish additional work or services, or to give
testimony, or be in attendance in court with reference to the assets, properties, or
business interest in question or to update any Report, recommendation, analysis,
conclusion or other document relating to its services for any events or circumstances
unless arrangements acceptable to Ernst & Young LLP have been separately agreed
with the Company.

12. We have not made any determination of what constitutes a violation under fraud and
abuse laws and regulations. The Company should consult with its legal counsel for that
determination.

E 26
VII. CERTIFICATION

Sony Pictures Entertainment, Inc.

The undersigned hereby certify that the members of our engagement team have no direct or
indirect financial interest in the property that is the subject of this assignment, nor do they
have any direct or indirect personal interest with respect to the property or parties involved in
the assignment. Some of the undersigned individuals have personally interviewed management
of the subject company. Neither our employment nor our compensation in connection with the
report is in any way contingent on the recommendations reached or values estimated, and this
report sets forth all of the assumptions and limiting conditions affecting the analysis, values,
and recommendations contained herein. This report is intended to have been prepared in
conformity with, and is subject to, the requirements of the Principles of Appraisal Practice and
Code of Ethics of the Business Valuation Standards of the American Society of Appraisers
(ASA); the Uniform Standards of Professional Appraisal Practice (USPAP) as set forth by the
Appraisal Standards Board (ASB) of the Appraisal Foundation; and the Code of Ethics and
Standards of Professional Conduct of the CFA Institute. All Senior Members, Fellows, and Life
Members of the ASA who have participated in the preparation of this report are either in
compliance with the mandatory recertification requirements of the ASA or are exempt from
those requirements. No person other than the undersigned or those acknowledged below
prepared the analysis, values, or recommendations set forth in this report; and, to the best of
our knowledge and belief, the statements of fact contained in this report are true and correct.

Gregory Campanella Jenna Goddard, ASA

Valuation Senior Manager Valuation Manager
Accredited Senior Appraiser
American Society of Appraisers
Business Valuation

Review Appraisers:

Todd Moody, ASA Janet A. Wisalowski, CFA

Valuation Principal Valuation Principal
Accredited Senior Appraiser
American Society of Appraisers
Business Valuation

Contributing Appraisers
Rachita Chaudhry
Tommy Tu

E 27
 Appendix A

E 28
 DISCOUNT RATE

To arrive at the present value of the debt-free cash flow available for distribution in the DCF
Method, it is necessary to estimate an appropriate discount rate.

WACC GENERAL THEORY

The WACC measures a company’s cost of debt and equity financing weighted by the percentage
of debt and percentage of equity in a company’s target capital structure. The magnitude of the
discount rate is related to the perceived risk of the investment. The concept of risk involves an
investment situation, which lies between complete certainty of monetary return (no risk), and
complete uncertainty of monetary return (infinite risk). When an investor contemplates two
investments, each having the same expected monetary return, an investor would prefer the
investment bearing the lesser risk. Therefore, the higher the risk, the higher the expected
return.

WEIGHTED AVERAGE COST OF CAPITAL FORMULA

Arithmetically, the formula for calculating the after-tax WACC is:

⎧ ⎡ D ⎤⎫ ⎧ ⎡ E ⎤⎫
After-tax WACC = ⎨[kd × (1 − t )]× ⎢ ⎥ ⎬ + ⎨ke × ⎢ ⎬
⎩ ⎣ D + E ⎦⎭ ⎩ ⎣ D + E ⎥⎦ ⎭

where:
kd = Cost of debt financing
ke = Cost of equity financing
D = Market value (or book value) of debt
E = Market value of equity
t = Estimated tax rate

COST OF DEBT
The cost of debt financing for GSN was estimated to be 8.57%, which is based on the
consideration of the Baa rate and market participant corporate debt yields as of end of the day
09 April 2009. The selected tax rate of 40.7% was applied to this pretax cost of debt to arrive
at an after-tax cost of debt of 5.08%.

COST OF EQUITY
To estimate the cost of equity financing, the Capital Asset Pricing Model (CAPM) was utilized.
The CAPM measures the return required by investors given the Company’s risk profile. This
model is expressed arithmetically by the following equation:

ke = rf + (β × Rpgm ) + Rpsc + α

where:
ke = Cost of equity financing
rf = Risk-free rate of return

E 29
 β = Beta representing level of non-diversifiable risk associated
with the subject company’s return
rpgm = Equity risk premium—general market
rpsc = Equity risk premium—small company
α = Unsystematic risk factor
The yield on the 20-year U.S. Treasury Bonds of approximately 3.85% represents a risk-free
rate of return as of 09 April 2009.4

We have used an equity risk premium of 6.5% in our estimate of the required return to equity.
The equity risk premium is an estimate of the return a typical long-term investor requires in
excess of a risk free observable return to induce the investor to invest in a diversified portfolio
of U.S. publicly traded common stock. The risk free observable return is estimated by the yield
on a 20-year U.S. government bond. Our concluded equity risk premium is estimated based on
consideration of historical realized returns over the short term and the long term, forward-
looking premium estimates, recent published views and academic studies. These sources
generated a range of indications of equity risk premium. However, our consideration of the
data led us to the conclusion that 6.5% represents a consensus of reasonable viewpoints of an
equity risk premium as of the Valuation Date.

To adjust this equity risk premium for the risk characteristics specific to the Company, the
equity risk premium was multiplied by the Company’s beta coefficient. We selected an
unlevered beta of 0.94 based on the average unlevered betas of Scripps Networks Interactive,
Inc. and Discovery Communications Inc.

A relevered beta coefficient of 1.00 was calculated, meaning that the stock prices of Scripps
Networks Interactive, Inc. (SNI) and Discovery Communications Inc. (DIS), are expected to be
closer in line with the market as a whole, than those of the other companies.

Morningstar, Stock, Bills, Bonds and Inflation Valuation Edition 2008 Yearbook (Morningstar)
identifies a size premium based on an analysis of historical returns in excess of CAPM among
stocks of various relative sizes. This premium recognizes that equity holders demand a higher
return from companies that are smaller in total overall size. The Ibbotson study calculates a
premium referred to as the equity size premium for ten groups of stocks, segregated by size
using the capitalization rank deciles of the New York Stock Exchange (NYSE) as a guideline for
aggregation. Based on consideration that GSN is owned by two significantly large companies,
Sony Pictures Entertainment and Liberty Media corporation, and a potential buyer would only
be one of these two companies, we estimated the size risk premium to be 0.00%.

A company specific risk premium of 1.50% was selected based on discussions with Management
and an analysis of the Company’s current and historical financial data, risk of achieving the
forecast cash flows, and risk of GSN relative to the market and the economy.

4 Source: Federal Reserve Board as of 09 April 2009.

E 30
WACC
The assumed proportion of debt and equity financing is an important component of the WACC
calculation. In the analysis, a market participant’s capital structure of 10% debt and 90% equity
was selected based on consideration of the capital structure of SNI and DIS over the past two
years. We did not rely on the observed capital structure of the guideline companies as of a
current date because the recent significant decline in the market value of the equity of the
guideline companies appears to overstate normal levels of debt as a percentage of total
enterprise value.

The estimated WACC was 11.0%. The results from this analysis can be seen in Exhibit E.1.

E 31
 Appendix B

E 32
 CONTROL PREMIUM
The indication of value calculated using guideline companies whose shares are publicly-traded
is on a minority basis. The valuation of a 100.0% equity interest in GSN requires that these
value indications be adjusted to reflect a premium for control.

A premium for control may be justified by the controlling shareholders’ ability to enhance the
operating characteristics and thereby increase the cash flows of the acquired company as well
as the controlling shareholders’ perception of being able to react more rapidly to perceived
internal or external opportunities or problems, leading to a perception of reduced risk in the
investment. Thus, the premium is attributable to some combination of increased future
benefits and/or decreased risk. Some of the more important prerogatives of control include:

• election of directors and appointment of management;

• determination of management compensation and perquisites;
• declaration and payment of dividends;
• acquisition or sale of treasury shares;
• acquisition or liquidation of assets or the firm itself;
• establishment of policies and alteration of the course of business;
• diversification through acquisitions or internal development;
• consolidation through divestiture or merger;
• selection of suppliers;
• alteration of articles and bylaws; and
• right to liquidate, dissolve, sell out, or re-capitalize.

If a controlling interest in the GSN is valued by reference to day-to-day trading prices of

publicly held stocks of guideline companies, then controlling interests are being compared with
minority interests. A premium for control must be applied to the indicated minority interest
value derived from the application of the Guideline Company Method to arrive at an indicated
Fair Value on a controlling interest basis.

Extensive studies have been undertaken and published on control premiums which are defined
by the American Society of Appraisers as “the additional value inherent in the control interest,
as contrasted to a minority interest, that reflects its power of control.”

To estimate an appropriate premium for control to apply to the subject company, an analysis
was conducted of premiums paid in recent transactions in the broadcasting industry.
Acquisition premiums are compiled in numerous sources including Mergerstat.5 To select the
appropriate control premium to apply to GSN, we examined the individual transactions, and
selected target companies whose operations were most comparable to GSN. Specifically, 11
transactions were analyzed from 02 August 2004 to the Valuation Date to determine the
applicable control premium.

Additionally, according to Mergerstat Review 2008, the industry control premiums for the

5 Mergerstat Database search based on target SIC codes 4833 and 4830, and target companies including: CNET
Networks, Inc.; Metromedia International Group, Inc.; Point 360; ION Media Networks, Inc.; Clear Channel
Communications, Inc.; Univision Communications, Inc.; Telewest Global Inc.; The Liberty Corp.; Insight
Communications Co., Inc.; Metro-Goldwyn-Mayer, Inc.; and Persona, Inc.

E 33
broadcasting industry were 49% in 1999, 104% in 2000, 47% in 2001, 62% in 2002, 52% in
2003, 29% in 2004, 15% in 2005, 18% in 2006, and 60% in 2007. The average and median
control premiums between 1999 and 2007 were 49% each respectively.

The average overall control premiums for all industries were 43% in 1999, 49% in 2000, 57% in
2001, 60% in 2002, 62% in 2003, 31% in 2004, 35% in 2005, 32% in 2006, and 32% in 2007.
The average and median control premiums between 1999 and 2007 were 44% and 43%,
respectively.

We gave further consideration to control premiums during recessionary periods in the

economy. Therefore, we gave more weight to the control premiums experienced in 2001 to
2003.

Based on these considerations and discussions with Sony management, we selected a control
premium of 60% for use in the GCM.

E 34
 EXHIBITS

E 35
Sony Pictures Entertainment, Inc. Exhibit A
Summary of Results
Game Show Network, LLC
Valuation as of 9 April 2009
(US$ in 000's)
Recommended Weighted
Fair Value Weighting Fair Value Conclusion

Indicated fair value utilizing

Income Approach (DCF Method) $645,000 50.0% $322,500

Market Approach (Guideline Company Method) 635,000 25.0% 158,750

Market Approach (Similar Transactions Method) 638,000 25.0% 159,500

Preliminary Indicated Business Enterprise Value $640,750

Less: Debt 0
Preliminary Indicated Equity Value (100% interest) (rounded) $640,000

SPE's 50% Interest in GSN $320,000

30% of SPE's Interest in GSN $96,000

Notes:
DCF = Discounted cash flow; nmf = not meaningful; GSN = Game Show Network, LLC; SPE = Sony Pictures Entertainment, Inc.

Source: Game Show Network, LLC. Some totals may not add due to rounding. See Statement of Limiting Conditions.

Draft Document - Pending Technical Review e

All data subject to change upon completion of additional analysis. © 2009 by Ernst & Young LLP. All rights reserved.
Sony Pictures Entertainment, Inc. Exhibit B.1
Game Show Network, LLC
DCF Method--Indication of Value
Valuation as of 9 April 2009
(US$ in 000's)

Sum of add: Unadjusted

cash flows, Present value business
Indicated value utilizing detailed periods terminal year enterprise value

Fading Growth Model $198,874 $428,019 $626,893

Selected, unadjusted business enterprise value (a) $626,893

Add: cash (b) 18,000

Selected, adjusted business enterprise value $644,893

Indication of business enterprise value (rounded) $645,000

Sensitivity Analysis
Discount rate Beginning Growth Rate
8.0% 7.0% 6.0% 5.0% 4.0%
11.0% $669,000 $661,000 $653,000 $645,000 $637,000
11.5% 619,000 611,000 604,000 597,000 589,000
12.0% 574,000 568,000 561,000 555,000 548,000
12.5% 536,000 530,000 524,000 518,000 512,000
13.0% 501,000 496,000 491,000 485,000 480,000

Notes:
DCF = discounted cash flow
(a) Unadjusted business enterprise value based on the fading growth model.
(b) Includes estimated cash and cash equivalents and restricted short-term marketable securities as of 9 April 2009.

Source: Game Show Network, LLC. Some totals may not add due to rounding. See Statement of Limiting Conditions.

Draft Document - Pending Technical Review e

All data subject to change upon completion of additional analysis. © 2009 by Ernst & Young LLP. All rights reserved.
Sony Pictures Entertainment, Inc. Exhibit B.2
Game Show Network, LLC
DCF Method--Derivation of Cash Flows
Valuation as of 9 April 2009
(US$ in 000's)
Actual Actual
12 months 12 months
ending ending
31-Dec 31-Dec For the twelve month periods ending 31 December
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Revenue
Ad sales - television revenue $68,079 $67,039 $63,645 $70,010 $77,011 $84,712 $93,183 $102,502 $112,752 $124,027 $133,949
Ad sales - online revenue 0 0 1,440 3,000 4,000 5,000 6,000 7,020 8,073 8,880 9,591
Affiliate sales revenue 56,060 71,620 79,951 83,948 88,145 92,553 97,180 101,068 105,110 109,315 113,687
Valuation as of 9 April 2009 Online/other revenue 1,472 1,037 $1,336 2,000 2,500 3,000 3,500 3,990 4,469 4,916 5,309
Total revenue $125,611 $139,696 $146,372 $158,958 $171,656 $185,265 $199,864 $214,579 $230,404 $247,138 $262,536
Cost of sales
Programming amortization 44,153 33,647 44,924 46,394 47,412 48,513 49,409 49,713 51,614 56,774 52,925
Partner share/other (a) 60% 0 0 953 1,800 2,400 3,000 3,600 4,212 4,844 5,328 5,754
Total cost of sales 44,153 33,647 45,877 48,194 49,812 51,513 53,009 53,925 56,458 62,102 58,680
Gross margin 81,458 106,049 100,495 110,764 121,845 133,751 146,855 160,654 173,946 185,035 203,856
General and administrative 49,088 46,893 50,478 52,497 54,597 56,781 59,052 60,824 62,648 64,528 66,464
Selling and marketing 15,905 11,210 13,401 14,000 14,500 15,000 15,500 15,965 16,444 16,937 17,445
EBITD 16,465 47,946 36,615 44,267 52,748 61,971 $72,303 83,865 94,854 103,570 119,947
Add: Programming amortization 44,153 33,647 44,924 46,394 47,412 48,513 49,409 49,713 51,614 56,774 52,925
EBITDA 60,618 81,593 81,540 90,661 100,159 110,484 121,712 133,579 146,468 160,344 172,873
Programming amortization 44,153 33,647 44,924 46,394 47,412 48,513 49,409 49,713 51,614 56,774 52,925
Depreciation expense 1,608 1,495 1,198 1,354 1,524 584 781 918 990 1,065 1,144
EBIT 14,857 46,451 35,418 42,913 51,224 61,387 71,522 82,947 93,864 102,505 118,804
Other expense (income) 5,387 519 0 0 0 0 0 0 0 0 0
Interest (income) (2,043) (1,516) 0 0 0 0 0 0 0 0 0
Earnings before taxes 11,513 47,448 35,418 42,913 51,224 61,387 71,522 82,947 93,864 102,505 118,804
Tax expense 4,686 19,311 14,415 17,465 20,848 24,984 29,109 33,759 38,202 41,720 48,353
Debt-free net earnings $6,827 $28,137 $21,003 $25,447 $30,376 $36,402 $42,412 $49,187 $55,661 $60,786 $70,451

Add: Programming amortization 44,924 46,394 47,412 48,513 49,409 49,713 51,614 56,774 52,925
Add: Depreciation expense 1,198 1,354 1,524 584 781 918 990 1,065 1,144
Add/(Less): Changes in debt-free net working capital (671) (1,265) (1,277) (1,368) (1,468) (1,479) (1,591) (1,682) (1,548)
(Less): Capital expenditures (750) (814) (880) (949) (1,024) (1,099) (1,181) (1,266) (1,345)
(Less): Programming expense (56,141) (56,394) (55,136) (51,585) (48,603) (48,002) (49,748) (53,345) (54,017)
Debt-free cash flow available for distribution 9,563 14,722 22,019 31,597 41,507 49,238 55,746 62,331 67,609
Present value factor @ 11.0% 0.9492 0.8551 0.7704 0.6940 0.6252 0.5633 0.5075 0.4572 0.4119
Present value--debt-free cash flow 9,077 12,589 16,962 21,929 25,952 $27,735 $28,289 $28,496 $27,846

Sum of present values 198,874

Assumptions:
Total company revenue growth 4.8% 8.6% 8.0% 7.9% 7.9% 7.4% 7.4% 7.3% 6.2%
Ad sales - television revenue growth n/a -1.5% -5.1% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 8.0%
Ad sales - online revenue growth n/a nmf nmf 108.3% 33.3% 25.0% 20.0% 17.0% 15.0% 10.0% 8.0%
Affiliate sales revenue growth n/a 27.8% 11.6% 5.0% 5.0% 5.0% 5.0% 4.0% 4.0% 4.0% 4.0%
Online/ other revenue growth n/a -29.6% 28.8% 49.7% 25.0% 20.0% 16.7% 14.0% 12.0% 10.0% 8.0%
Cost of sales 35.2% 24.1% 31.3% 30.3% 29.0% 27.8% 26.5% 25.1% 24.5% 25.1% 22.4%
Programming amortization 35.2% 24.1% 30.7% 29.2% 27.6% 26.2% 24.7% 23.2% 22.4% 23.0% 20.2%
Partner share/other (a) n/a n/a 0.7% 1.1% 1.4% 1.6% 1.8% 2.0% 2.1% 2.2% 2.2%
Gross margin 64.8% 75.9% 68.7% 69.7% 71.0% 72.2% 73.5% 74.9% 75.5% 74.9% 77.6%
General and administrative 39.1% 33.6% 34.5% 33.0% 31.8% 30.6% 29.5% 28.3% 27.2% 26.1% 25.3%
Selling and marketing 12.7% 8.0% 9.2% 8.8% 8.4% 8.1% 7.8% 7.4% 7.1% 6.9% 6.6%
EBITD 13.1% 34.3% 25.0% 27.8% 30.7% 33.4% 36.2% 39.1% 41.2% 41.9% 45.7%
EBITDA 48.3% 58.4% 55.7% 57.0% 58.3% 59.6% 60.9% 62.3% 63.6% 64.9% 65.8%
Depreciation expense 1.3% 1.1% 0.8% 0.9% 0.9% 0.3% 0.4% 0.4% 0.4% 0.4% 0.4%
EBIT 11.8% 33.3% 24.2% 27.0% 29.8% 33.1% 35.8% 38.7% 40.7% 41.5% 45.3%
Tax rate 40.7% 40.7% 40.7% 40.7% 40.7% 40.7% 40.7% 40.7% 40.7% 40.7% 40.7%
Debt-free net earnings 5.4% 20.1% 14.3% 16.0% 17.7% 19.6% 21.2% 22.9% 24.2% 24.6% 26.8%
Capital expenditures - fixed assets n/a n/a 0.5% 0.5% 0.5% 0.5% 0.5% 0.5% 0.5% 0.5% 0.5%
Capital expenditures - programming rights n/a n/a 38.4% 35.5% 32.1% 27.8% 24.3% 24.3% 24.3% 24.3% 24.3%
DFNWC net of cash 4.1% 10.1% 10.1% 10.1% 10.1% 10.1% 10.1% 10.1% 10.1% 10.1% 10.1%

Notes:
DCF = discounted cash flow; GSN = Game Show Network; EBITD = Earnings before interest, taxes, and depreciation; EBITDA = Earnings before interest, taxes, and depreciation and amortization
EBIT = Earnings before interest and taxes; DFNWC = Debt free net working capital
nmf = not meaningful; n/a = not applicable
(a) Per information provided by GSN management, beyond 2009, the partner share expense is equal to 60% of the Ad sales-online revenue.

Source: Game Show Network, LLC. Some totals may not add due to rounding. See Statement of Limiting Conditions.

Draft Document - Pending Technical Review e

All data subject to change upon completion of additional analysis. © 2009 by Ernst & Young LLP. All rights reserved.
Sony Pictures Entertainment, Inc. Exhibit B.3
Game Show Network, LLC
DCF Method--Calculation of Normalized Debt-Free Cash Flow
Valuation as of 9 April 2009
(US$ in 000's)

Normalized Debt-Free Cash Flow Data

EBITDA $172,873
Less: Depreciation (normalized) 1,345
Less: Programming amortization (normalized) 54,017
Earnings before interest and taxes, adjusted 117,510

Other expense (income) 0

Earnings before taxes 117,510

Tax expense 47,827

Subtotal, debt-free net earnings 69,684

Add: Depreciation 1,345

Add:Programming amortization 54,017
Add/(Less): Changes in debt-free net working capital (1,056)
(Less): Capital expenditures (1,345)
(Less): Programming expense (54,017)
Debt-free cash flow available for distribution $68,628

Notes:
DCF = discounted cash flow; EBITDA = Earnings before interest, taxes, and depreciation and amortization

Source: Game Show Network, LLC. Some totals may not add due to rounding. See Statement of Limiting Conditions.

Draft Document - Pending Technical Review e

All data subject to change upon completion of additional analysis. © 2009 by Ernst & Young LLP. All rights reserved.
Sony Pictures Entertainment, Inc. Exhibit B.4
Game Show Network, LLC
DCF Method--Derivation of Terminal Year Value
Valuation as of 9 April 2009
(US$ in 000's)

Fading Growth Model Data

Debt-free cash flow, normalized $68,628
Length of fading growth period 4.0
First year of fading period growth rate 5.0%
Long-Term growth 4.0%
Indicated value at end of estimation period 1,039,223
Discount period 8.5
Present value factor @ 11.0% 0.4119
$428,019

Notes:
DCF = discounted cash flow
(a) Financial data as of last period of estimation (refer to Exhibit B.3).
Source: Game Show Network, LLC. Some totals may not add due to rounding. See Statement of Limiting Conditions.

Draft Document - Pending Technical Review e

All data subject to change upon completion of additional analysis. © 2009 by Ernst & Young LLP. All rights reserved.
Sony Pictures Entertainment, Inc. Exhibit B.5
Game Show Network, LLC
DCF Method--Selected Income Statement Data (Margins)
Valuation as of 9 April 2009

For the twelve month periods ending 31 December

Common Size 2009 2010 2011 2012 2013 2014 2015 2016 2017
Revenue
Ad sales - television revenue 43.5% 44.0% 44.9% 45.7% 46.6% 47.8% 48.9% 50.2% 51.0%
Ad sales - online revenue 1.0% 1.9% 2.3% 2.7% 3.0% 3.3% 3.5% 3.6% 3.7%
Affiliate sales revenue 54.6% 52.8% 51.3% 50.0% 48.6% 47.1% 45.6% 44.2% 43.3%
Online/ other revenue 0.9% 1.3% 1.5% 1.6% 1.8% 1.9% 1.9% 2.0% 2.0%
Total revenue 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales
Programming amortization 30.7% 29.2% 27.6% 26.2% 24.7% 23.2% 22.4% 23.0% 20.2%
Partner share/other 0.7% 1.1% 1.4% 1.6% 1.8% 2.0% 2.1% 2.2% 2.2%
Total cost of sales 31.3% 30.3% 29.0% 27.8% 26.5% 25.1% 24.5% 25.1% 22.4%
Gross margin 68.7% 69.7% 71.0% 72.2% 73.5% 74.9% 75.5% 74.9% 77.6%
General and administrative 34.5% 33.0% 31.8% 30.6% 29.5% 28.3% 27.2% 26.1% 25.3%
Selling and marketing 9.2% 8.8% 8.4% 8.1% 7.8% 7.4% 7.1% 6.9% 6.6%
EBITD 25.0% 27.8% 30.7% 33.4% 36.2% 39.1% 41.2% 41.9% 45.7%
Add: Programming amortization 30.7% 29.2% 27.6% 26.2% 24.7% 23.2% 22.4% 23.0% 20.2%
EBITDA 55.7% 57.0% 58.3% 59.6% 60.9% 62.3% 63.6% 64.9% 65.8%
Programming amortization 30.7% 29.2% 27.6% 26.2% $0 23.2% 22.4% 23.0% 20.2%
Depreciation expense 0.8% 0.9% 0.9% 0.3% 0.4% 0.4% 0.4% 0.4% 0.4%
EBIT 24.2% 27.0% 29.8% 33.1% 35.8% 38.7% 40.7% 41.5% 45.3%
Other expense (income) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Interest (income) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Earnings before taxes 24.2% 27.0% 29.8% 33.1% 35.8% 38.7% 40.7% 41.5% 45.3%
Tax expense 9.8% 11.0% 12.1% 13.5% 14.6% 15.7% 16.6% 16.9% 18.4%
Debt-free net earnings 14.3% 16.0% 17.7% 19.6% 21.2% 22.9% 24.2% 24.6% 26.8%

Notes:
DCF = discounted cash flow; EBITD = earnings before interest, taxes, and depreciation; EBIT = earnings before interest and taxes
EBITDA = Earnings before interest, taxes, and depreciation and amortization

Source: Game Show Network, LLC. Some totals may not add due to rounding. See Statement of Limiting Conditions

Draft Document - Pending Technical Review e

All data subject to change upon completion of additional analysis. © 2009 by Ernst & Young LLP. All rights reserved.
Sony Pictures Entertainment, Inc. Exhibit B.6
Game Show Network, LLC
DCF Method--Selected Income Statement Data (Growth Rates)
Valuation as of 9 April 2009

For the twelve month periods ending 31 December

Year-to-Year Growth Rates 2009 2010 2011 2012 2013 2014 2015 2016 2017
Revenue
Ad sales - television revenue -5.1% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 10.0% 8.0%
Ad sales - online revenue nmf 108.3% 33.3% 25.0% 20.0% 17.0% 15.0% 10.0% 8.0%
Affiliate sales revenue 11.6% 5.0% 5.0% 5.0% 5.0% 4.0% 4.0% 4.0% 4.0%
Online/ other revenue 28.8% 49.7% 25.0% 20.0% 16.7% 14.0% 12.0% 10.0% 8.0%
Total revenue 4.8% 8.6% 8.0% 7.9% 7.9% 7.4% 7.4% 7.3% 6.2%
Cost of sales
Programming amortization 33.5% 3.3% 2.2% 2.3% 1.8% 0.6% 3.8% 10.0% -6.8%
Partner share/other nmf 88.9% 33.3% 25.0% 20.0% 17.0% 15.0% 10.0% 8.0%
Total cost of sales 36.3% 5.1% 3.4% 3.4% 2.9% 1.7% 4.7% 10.0% -5.5%
Gross margin -5.2% 10.2% 10.0% 9.8% 9.8% 9.4% 8.3% 6.4% 10.2%
General and administrative 7.6% 4.0% 4.0% 4.0% 4.0% 3.0% 3.0% 3.0% 3.0%
Selling and marketing 19.5% 4.5% 3.6% 3.4% 3.3% 3.0% 3.0% 3.0% 3.0%
EBITD -23.6% 20.9% 19.2% 17.5% 16.7% 16.0% 13.1% 9.2% 15.8%
Add: Programming amortization 33.5% 3.3% 2.2% 2.3% 1.8% 0.6% 3.8% 10.0% -6.8%
EBITDA -0.1% 11.2% 10.5% 10.3% 10.2% 9.8% 9.6% 9.5% 7.8%
Programming amortization 33.5% 3.3% 2.2% 2.3% 1.8% 0.6% 3.8% 10.0% -6.8%
Depreciation expense -19.9% 13.1% 12.5% -61.7% 33.8% 17.6% 7.8% 7.6% 7.3%
EBIT -23.8% 21.2% 19.4% 19.8% 16.5% 16.0% 13.2% 9.2% 15.9%
Other expense (income) nmf nmf nmf nmf nmf nmf nmf nmf nmf
Interest (income) nmf nmf nmf nmf nmf nmf nmf nmf nmf
Earnings before taxes -25.4% 21.2% 19.4% 19.8% 16.5% 16.0% 13.2% 9.2% 15.9%
Tax expense -25.4% 21.2% 19.4% 19.8% 16.5% 16.0% 13.2% 9.2% 15.9%
Debt-free net earnings -25.4% 21.2% 19.4% 19.8% 16.5% 16.0% 13.2% 9.2% 15.9%

Compound Annual Growth Rates (2009-2017):

Total revenue 7.6%
EBITD 16.0%
EBITDA 9.8%
EBIT 16.3%
Debt-free net earnings 16.3%

Notes:
DCF = discounted cash flow; EBITD = earnings before interest, taxes, and depreciation; EBIT = earnings before interest and taxes; nmf = not meaningful
EBITDA = Earnings before interest, taxes, and depreciation and amortization

Source: Game Show Network, LLC. Some totals may not add due to rounding. See Statement of Limiting Conditions.

Draft Document - Pending Technical Review e

All data subject to change upon completion of additional analysis. © 2009 by Ernst & Young LLP. All rights reserved.
Sony Pictures Entertainment, Inc. Exhibit B.7
Game Show Network, LLC
DCF Method--Selected Balance Sheet Assumptions (Non-Cash Charges and Capital Expenditures)
Valuation as of 9 April 2009
(US$ in 000's)

For the twelve month periods ending 31 December

Depreciation and Capital Expenditures 2009 2010 2011 2012 2013 2014 2015 2016 2017

Beginning depreciable existing fixed assets 3.0 year remaining life $3,368 $2,920 $2,381 $1,737 $2,102 $2,345 $2,526 $2,717 $2,918
Capital additions 5.0 year remaining life $750 814 880 949 1,024 1,099 1,181 1,266 1,345

Depreciation - existing fixed assets 1,123 1,123 1,123 0 0 0 0 0 0

Depreciation - capital additions, 2009 75 150 150 150 150 75 0 0 0
Depreciation - capital additions, 2010 81 163 163 163 163 81 0 0
Depreciation - capital additions, 2011 88 176 176 176 176 88 0
Depreciation - capital additions, 2012 95 190 190 190 190 95
Depreciation - capital additions, 2013 102 205 205 205 205
Depreciation - capital additions, 2014 110 220 220 220
Depreciation - capital additions, 2015 118 236 236
Depreciation - capital additions, 2016 127 253
Depreciation - capital additions, 2017 135
Total depreciation 1,198 1,354 1,524 584 781 918 990 1,065 1,144
Subtotal, ending depreciable fixed assets $2,920 $2,381 $1,737 $2,102 $2,345 $2,526 $2,717 $2,918 $3,120

Total beginning net fixed assets $3,368 $2,920 $2,381 $1,737 $2,102 $2,345 $2,526 $2,717 $2,918
Total capital additions 750 814 880 949 1,024 1,099 1,181 1,266 1,345
Total depreciation 1,198 1,354 1,524 584 781 918 990 1,065 1,144
Total ending net fixed assets 2,920 2,381 1,737 2,102 2,345 2,526 2,717 2,918 3,120
Total average net fixed assets 3,144 2,651 2,059 1,920 2,224 2,436 2,622 2,817 3,019
Total average net fixed asset turnover (times) 46.6 60.0 83.4 96.5 89.9 88.1 87.9 87.7 87.0

Notes:
DCF = discounted cash flow

Source: Game Show Network, LLC. Some totals may not add due to rounding. See Statement of Limiting Conditions.

Draft Document - Pending Technical Review e

All data subject to change upon completion of additional analysis. © 2009 by Ernst & Young LLP. All rights reserved.
Sony Pictures Entertainment, Inc. Exhibit B.8
Game Show Network, LLC
Selected Historical Financial Statement Data - Balance Sheet
Valuation as of 9 April 2009
(US$ in 000's)

As of
31-Dec 2006 31-Dec 2007 31-Dec 2008
Assets
Current Assets
Cash and cash equivalents $60,187 $46,663 $90,084
Accounts receivable 24,885 26,231 25,195
Prepaid expenses 1 0 203
Programming rights 13,960 8,125 12,003
Total current assets 99,033 81,019 127,485

Property, plant, and equipment (net) 2,403 3,401 3,368

Other assets (a) 18,673 11,207 13,340
Total assets 120,110 $95,627 $144,193

Liabilities and stockholders' equity

Current Liabilities
Accounts payable $2,353 $906 $1,176
Programming rights payable 7,961 7,326 6,380
Launch support and carriage commitments payable 1,961 960 0
Accrued expenses 9,768 18,047 14,496
Deferred revenue 1,775 2,008 1,306
Comcast reserve 0 0 0
Accrued liabilities 5,625 0 0
Total current liabilities 29,443 29,247 23,358

Other noncurrent liabilities 8,270 0 7,008

Total liabilities 37,714 29,247 30,366

Stockholders' Equity
Membership Interest - LDIG 41,198 33,190 56,914
Membership Interest - SPCV 40,786 32,858 56,344
Membership Interest - TGSC 412 332 569
Total stockholders' equity 82,396 66,380 113,827
Total liabilities and stockholders' equity $120,110 $95,627 $144,193

Debt free net working capital (net of cash) $9,403 $5,109 $14,043
Debt free net working capital (net of cash) as % of revenue n/a 4.1% 10.1%

Notes:
n/a = not available
(a) Includes long-term portion of programming rights.

Source: Game Show Network, LLC. Some totals may not add due to rounding. See Statement of Limiting Conditions.

Draft Document - Pending Technical Review e

All data subject to change upon completion of additional analysis. © 2009 by Ernst & Young LLP. All rights reserved.
Sony Pictures Entertainment, Inc. Exhibit C.1
Game Show Network, LLC
Guideline Company Approach
Valuation as of 9 April 2009
(US$ in 000's)

Financial Multiples (a)

Measure Min Max Mean Median Selected (b) Value indication
Fiscal Year Ending 31-Dec 2008
Net sales $139,696 0.60x 2.86x 1.64x 1.34x 2.70x $377,193
EBITDA 81,593 2.42x 5.61x 4.66x 4.96x 4.57x 373,077
EBIT 46,451 6.07x 10.93x 7.85x 7.73x 7.95x 369,217

Fiscal Year Ending 31-Dec 2009

Net sales $146,372 0.57x 2.88x 1.85x 2.08x 2.72x 398,517

Fiscal Year Ending 31-Dec 2010

Net sales $158,958 0.55x 2.68x 1.78x 2.01x 2.57x 409,039

Average $385,408

Selected Business enterprise value (c) $385,408

Add: 60% Control premium (d) 231,245

Add : Cash 18,000

Indication of Business enterprise value on a control basis (rounded) $635,000

Notes:
GSN = Game Show Network, LLC ; FY = Fiscal year; BEV = Business enterprise value; EBITDA = Earnings before interest, taxes, depreciation, and amortization; EBIT = Earnings before interest and taxes
(a) Multiples are calculated on a cash free basis.
(b) Selected Net sales, EBITDA, and EBIT multiples were based on Scripps Networks Interactive, Inc. and Discovery Communications Inc., as they were deemed most comparable to GSN.
(c) Selected BEV based on average of Net Sales, EBITDA, and EBIT for FY08 and Net Sales for FY09, and Net Sales for FY10.
(d) A control premium of 60% was added.

Source: Game Show Network, LLC. Some totals may not add due to rounding. See Statement of Limiting Conditions.

Draft Document - Pending Technical Review e

All data subject to change upon completion of additional analysis. © 2009 by Ernst & Young LLP. All rights reserved.
Sony Pictures Entertainment, Inc. Exhibit C.2
Game Show Network, LLC
Valuation as of 9 April 2009

(US$ in 000's) Fiscal Last Common Last qtr Mkt val Market Plus: Plus: Minus: TIC net TIC with
year quarter stock at common equity value of Total Minority Cash + of cash cash
Guideline companies Ticker Currency end ended 9-April 2009 shares no premium equity debt interest ST inv ST inv ST inv
News Corporation NWS USD Jun-08 Jun-08 $8.73 2,613,604 $22,816,766 $22,816,766 $13,511,000 $994,000 $4,662,000 $32,659,766 $37,321,766
Comcast Corporation CMCSA USD Dec-08 Dec-08 14.62 2,880,638 42,114,932 42,114,932 32,456,000 297,000 1,254,000 73,613,932 74,867,932
The Walt Disney Company DIS USD Sep-08 Jun-08 19.88 1,819,700 36,175,636 36,175,636 13,572,000 1,236,000 2,589,000 48,394,636 50,983,636
Time Warner Inc. TWX USD Dec-08 Dec-08 22.24 1,195,988 26,598,774 26,598,774 39,983,000 3,419,000 6,682,000 63,318,774 70,000,774
Viacom, Inc. VIAB USD Dec-08 Dec-08 18.94 606,800 11,492,792 11,492,792 8,002,000 38,000 792,000 18,740,792 19,532,792
Scripps Networks Interactive, Inc. SNI USD Dec-08 Dec-08 25.92 163,752 4,244,460 4,244,460 80,000 146,733 12,673 4,458,520 4,471,193
Lions Gate Entertainment Corp. (USA) LGF USD Mar-08 Mar-08 5.12 115,799 592,497 592,497 606,734 0 371,589 827,642 1,199,231
Discovery Communications Inc. DISCA USD Dec-08 Dec-08 17.95 282,000 5,061,900 5,061,900 3,789,000 0 100,000 8,752,900 8,852,900

Notes:
ST = Short term; TIC = Total invested capital; inv = investments

e
DRAFT DOCUMENT - PENDING TECHNICAL REVIEW -- All data subject to change on additional analysis © 2009 Ernst & Young LLP. All Rights Reserved
Sony Pictures Entertainment, Inc. Exhibit C.3
Game Show Network, LLC
Valuation as of 9 April 2009

Total Invested Capital (a) to

Forecast Revenue EBITDA EBIT
Guideline companies Ticker Year 1 date LTM Forecast 1 Forecast 2 LTM LTM
News Corporation NWS Jun-09 0.99x na na 4.96x 6.07x
Comcast Corporation CMCSA Dec-09 2.15x 2.08x 2.01x 5.61x 10.93x
The Walt Disney Company DIS Sep-09 1.30x 1.35x 1.31x 5.32x 6.43x
Time Warner Inc. TWX Dec-09 1.38x 2.16x 2.13x 5.14x 8.20x
Viacom, Inc. VIAB Dec-09 1.28x 1.33x 1.30x 2.42x 7.43x
Scripps Networks Interactive, Inc. SNI Dec-09 2.86x 2.88x 2.68x 4.68x 7.73x
Lions Gate Entertainment Corp. (USA) LGF Mar-09 0.60x 0.57x 0.55x na na
Discovery Communications Inc. DISCA Dec-09 2.54x 2.56x 2.47x 4.46x 8.17x

High 2.86x 2.88x 2.68x 5.61x 10.93x

3rd quartile 2.25x 2.36x 2.30x 5.23x 8.18x
Mean 1.64x 1.85x 1.78x 4.66x 7.85x
Median 1.34x 2.08x 2.01x 4.96x 7.73x
1st quartile 1.21x 1.34x 1.30x 4.57x 6.93x
Low 0.60x 0.57x 0.55x 2.42x 6.07x

Selected 2.70x 2.72x 2.57x 4.57x 7.95x

Notes:
GSN = Games Show Network, LLC; LTM = Lastest twelve months; EBITDA = Operating earnings before interest, taxes, depreciation and amortization;
EBIT = Operating earnings before interest and taxes; ST = Short term; na = not avaliable
(a) TIC = Market value of equity + debt + minority interest + preferred stock - cash - ST investments
(b) Selected multiples were based on the average of Scripps Networks Interactive, Inc. and Discovery Communications Inc, as they were deemed most comparable to GSN.

e
DRAFT DOCUMENT - PENDING TECHNICAL REVIEW -- All data subject to change on additional analysis © 2009 Ernst & Young LLP. All Rights Reserved
Sony Pictures Entertainment, Inc. Exhibit C.4
Game Show Network, LLC
Valuation as of 9 April 2009

Total Invested Capital (a) to Growth and margins

Revenue EBITDA Revenue growth EBITDA growth EBITDA margin
LFY-'FY2
Guideline companies FY1= LTM FY1 FY2 LTM LTM FY1 FY2 CAGR LTM LTM
News Corporation Jun-09 0.99x na na 4.96x 15.1% na na nmf 23.6% 20.0%
Comcast Corporation Dec-09 2.15x 2.08x 2.01x 5.61x 10.9% 3.3% 3.5% 3.4% 11.4% 38.3%
The Walt Disney Company Sep-09 1.30x 1.35x 1.31x 5.32x 5.9% (5.5%) 3.2% (1.2%) 13.8% 24.4%
Time Warner Inc. Dec-09 1.38x 2.16x 2.13x 5.14x 1.2% (36.1%) 1.4% (19.5%) 2.0% 26.8%
Viacom, Inc. Dec-09 1.28x 1.33x 1.30x 2.42x 9.0% (3.9%) 2.9% (0.6%) 9.3% 52.9%
Scripps Networks Interactive, Inc. Dec-09 2.86x 2.88x 2.68x 4.68x 10.0% (0.9%) 7.6% 3.3% 5.8% 44.5%
Lions Gate Entertainment Corp. (USA) Mar-09 0.60x 0.57x 0.55x na 41.0% 6.6% 4.4% 5.5% nmf (3.4%)
Discovery Communications Inc. Dec-09 2.54x 2.56x 2.47x 4.46x 0.0% 12.6% 3.8% 8.1% nmf 31.1%

High 2.86x 2.88x 2.68x 5.61x 41.0% 12.6% 7.6% 8.1% 23.6% 52.9%
3rd Quartile 2.25x 2.36x 2.30x 5.23x 11.9% 4.9% 4.1% 4.4% 13.2% 39.9%
Mean 1.64x 1.85x 1.78x 4.66x 11.6% (3.4%) 3.8% (0.2%) 11.0% 29.3%
Median 1.34x 2.08x 2.01x 4.96x 9.5% (0.9%) 3.5% 3.3% 10.4% 28.9%
1st Quartile 1.21x 1.34x 1.30x 4.57x 4.8% (4.7%) 3.1% (0.9%) 6.7% 23.3%
Low 0.60x 0.57x 0.55x 2.42x 0.0% (36.1%) 1.4% (19.5%) 2.0% (3.4%)

Notes:
LTM = Lastest twelve months; CAGR = Compound annual growth rate; EBITDA = Operating earnings before interest, taxes, depreciation and amortization; FY1 = Forecast year 1; FY 2 = Forecast year 2;
nmf = not meaningful; na = not avaliable
(a) TIC = Market value of equity + debt + minority interest + preferred stock - cash - ST investments

e
DRAFT DOCUMENT - PENDING TECHNICAL REVIEW -- All data subject to change on additional analysis © 2009 Ernst & Young LLP. All Rights Reserved
Sony Pictures Entertainment, Inc. Exhibit C.5
Game Show Network, LLC
Valuation as of 9 April 2009

Total Invested Capital (a) to Growth and margins

Revenue EBIT Revenue growth EBIT growth EBIT margin
LFY-'FY2
Guideline companies FY1= LTM FY1 FY2 LTM LTM FY1 FY2 CAGR LTM LTM
News Corporation Jun-09 0.99x na na 6.07x 15.1% na na na 20.9% 16.3%
Comcast Corporation Dec-09 2.15x 2.08x 2.01x 10.93x 10.9% 3.3% 3.5% 3.4% 20.7% 19.7%
The Walt Disney Company Sep-09 1.30x 1.35x 1.31x 6.43x 5.9% (5.5%) 3.2% (1.2%) 15.3% 20.2%
Time Warner Inc. Dec-09 1.38x 2.16x 2.13x 8.20x 1.2% (36.1%) 1.4% (19.5%) 0.9% 16.8%
Viacom, Inc. Dec-09 1.28x 1.33x 1.30x 7.43x 9.0% (3.9%) 2.9% (0.6%) (14.1%) 17.3%
Scripps Networks Interactive, Inc. Dec-09 2.86x 2.88x 2.68x 7.73x 10.0% (0.9%) 7.6% 3.3% 8.9% 39.7%
Lions Gate Entertainment Corp. (USA) Mar-09 0.60x 0.57x 0.55x na 41.0% 6.6% 4.4% 5.5% nmf (3.8%)
Discovery Communications Inc. Dec-09 2.54x 2.56x 2.47x 8.17x 0.0% 12.6% 3.8% 8.1% nmf 23.4%

High 2.86x 2.88x 2.68x 10.93x 41.0% 12.6% 7.6% 8.1% 20.9% 39.7%
3rd Quartile 2.25x 2.36x 2.30x 8.18x 11.9% 4.9% 4.1% 4.4% 19.3% 21.0%
Mean 1.64x 1.85x 1.78x 7.85x 11.6% (3.4%) 3.8% (0.2%) 8.8% 18.7%
Median 1.34x 2.08x 2.01x 7.73x 9.5% (0.9%) 3.5% 3.3% 12.1% 18.5%
1st Quartile 1.21x 1.34x 1.30x 6.93x 4.8% (4.7%) 3.1% (0.9%) 2.9% 16.7%
Low 0.60x 0.57x 0.55x 6.07x 0.0% (36.1%) 1.4% (19.5%) (14.1%) (3.8%)

Notes:
LTM = Lastest twelve months; LFY = Last fiscal year; CAGR = Compound annual growth rate; EBIT = Operating earnings before interest and taxes; FY1 = Forecast year 1; FY 2 = Forecast year 2;
nmf = not meaningful; na = not avaliable
(a) TIC = Market value of equity + debt + minority interest + preferred stock - cash - ST investments

e
DRAFT DOCUMENT - PENDING TECHNICAL REVIEW -- All data subject to change on additional analysis © 2009 Ernst & Young LLP. All Rights Reserved
Sony Pictures Entertainment, Inc. Exhibit D.1
Game Show Network, LLC
Similar Transactions Method--Estimation of Value
Valuation as of 9 April 2009
(US$ in 000's)

TIC/ TIC/
Revenue EBIT
Selected multiple for subject company (a) 3.90x 14.96x
Game Show Network, LLC $139,696 $46,451

Indicated value $544,971 $695,079

Weighting factor (b) 50% 50%
Subtotal $272,486 $347,539

Weighted business enterprise value: $620,025

Add: cash as of the valuation date 18,000
Indicated business enterprise value (majority, marketable basis) $638,025

Indicated business enterprise value (control, marketable basis) (rounded) $638,000

Notes:
TIC = Total Invested Capital; LTM = Latest twelve months; EBIT = Earnings before interest and taxes.
(a) Selected multiples based on TIC net of cash.
(b) Weighting factors based on quantitative and qualitative evaluation of selected transactions.

Source of data: Mergerstat.

Some totals may not add due to rounding. See Statement of Limiting Conditions.

Draft Document - Pending Technical Review e

All data subject to change upon completion of additional analysis. © 2009 by Ernst & Young LLP. All rights reserved.
Sony Pictures Entertainment, Inc. Exhibit D.2
Game Show Network, LLC
Similar Transactions Method--Selected Guideline Transactions
Valuation as of 9 April 2009
(US$ in 000's)

Source of information: FactSet Financial Database

Target country: North America
Date of transactions: From 02/02/05 to 06/02/08
Target SIC code(s): 4833 - Television Broadcast Station; 4830 - Radio, TV Broadcast Stations
SIC code description: Broadcast related

Date Equity Debt Transaction

effective Seller Acquirer Seller/Unit Description acquired assumed value (a)
15-Aug-07 Alliance Atlantis Communications, Inc. CanWest Global Communications Corp. / GS Capital Partners LP Develops, produces and distributes television programming$1,896,566
and motion pictures $384,205 $2,280,771
13-Jul-07 CanWest Global Communications Corp. Ironbridge Capital Pty Ltd. Provides radio and television broadcasting services 284,711 84,810 369,521
4-Apr-07 Liberty Media Holding Corp. LodgeNet Entertainment Corp. Provides pay-per-view entertainment, video distribution and 378,945
information services 448,056 827,001
16-Mar-07 BET Holdings, Inc. BET Holdings, Inc. /Johnson/ Provides cable television programming services 378,000 26,480 404,480
12-Sep-06 CHUM Ltd. BCE, Inc. Operates radio and television stations 1,198,231 270,873 1,469,104
31-Jan-06 The Liberty Corp. Raycom Media, Inc. Provides television broadcasting services 868,494 110,000 978,494
6-Dec-05 Emmis Communications Corp. Journal Communications, Inc. Operates television stations 235,000 0 235,000
21-Mar-05 Fox Entertainment Group, Inc. News Corp. Produces and distributes feature films and television programs
6,054,548 62,577 6,117,125
18-Mar-05 19 Entertainment Ltd. Sports Entertainment Enterprises, Inc. Produces films and television programs 191,827 15,086 206,913

Sony Presentation Transactions

1-Jul-08 Landmark NBCU, BX, Bain Weather Channel - - 3,500,000
1-Nov-06 Disney Comcast E! Entertainment - - 1,230,000
1-May-06 Liberty Media Time Warner TruTV (Court TV) - - 735,000
1-Oct-07 Oxygen Media NBCU Oxygen Media - - 925,000
1-Jun-08 NBCU, CBS Cablevision Sundance Channel - - 496,000
nav Outdoor Channel nav Outdoor Channel - - 111,000
1-Jan-09 Macrovision Lionsgate TV Guide - - 255,000

Notes:
TIC = Total Invested Capital; LTM = Latest twelve months; EBIT = Earnings before interest and taxes; nav = not available
(a) Total transaction value represents total consideration paid for common stock, preferred stock, and debt, and includes any liabilities assumed.

Source of data: Mergerstat.

Some totals may not add due to rounding. See Statement of Limiting Conditions.

Draft Document - Pending Technical Review e

All data subject to change upon completion of additional analysis. © 2009 by Ernst & Young LLP. All rights reserved.
Sony Pictures Entertainment, Inc. Exhibit D.3
Game Show Network, LLC
Similar Transactions Method--Selected Financial Statement Data
Valuation as of 9 April 2009
(US$ in 000's)

Selected financial data Transaction Multiples of total invested value (TIC) to:
Date of of target at time of transaction Values Adjusted Adjusted
Seller financial data Revenue EBIT TIC (a) Revenue EBIT Revenue EBIT
Alliance Atlantis Communications, Inc. 15-Aug-07 $1,010,054 $182,435 $2,280,771 2.26x 12.50x
CanWest Global Communications Corp. 13-Jul-07 166,452 33,513 369,521 2.22x 11.03x
Liberty Media Holding Corp. 4-Apr-07 283,192 134,300 827,001 2.92x 6.16x
BET Holdings, Inc. 16-Mar-07 148,350 44,660 404,480 2.73x 9.06x
CHUM Ltd. 12-Sep-06 615,793 93,915 1,469,104 2.39x 15.64x
The Liberty Corp. 31-Jan-06 216,013 45,026 978,494 4.53x 21.73x
Emmis Communications Corp. 6-Dec-05 41,444 7,149 235,000 5.67x nmf
Fox Entertainment Group, Inc. 21-Mar-05 12,869,000 2,494,000 6,117,125 0.48x 2.45x
19 Entertainment Ltd. 18-Mar-05 89,143 13,474 206,913 2.32x 15.36x

Transactions identified by Sony Pictures Television presentation, January 2009

Landmark 1-Jul-08 291,000 116,558 3,500,000 (b) 12.03x 30.03x 8.42x 21.02x (e)
Disney (c) 1-Nov-06 136,275 57,539 1,230,000 (b) 9.03x 21.38x 6.32x 14.96x (e)
Liberty Media (d) 1-May-06 119,500 20,902 735,000 (b) 6.15x 35.16x 4.31x 24.62x (e)
Oxygen Media 1-Oct-07 176,000 27,498 925,000 (b) 5.26x 33.64x 3.68x 23.55x (e)
NBCU, CBS 1-Jun-08 89,000 32,705 496,000 (b) 5.57x 15.17x 3.90x 10.62x (e)
Outdoor Channel nav 48,000 10,047 111,000 (b) 2.31x 11.05x 2.31x 11.05x
Macrovision 1-Jan-09 129,000 46,861 255,000 (b) 1.98x 5.44x 1.98x 5.44x

Subject Company
Game Show Network, LLC $139,696 $46,451
Mean (f) 4.24x 16.39x 4.42x 15.89x (g)
Median (f) 2.82x 15.17x 3.90x 14.96x (g)

Selected (h) 3.90x 14.96x

Notes:
TIC = Total Invested Capital; LTM = Latest twelve months; EBIT = Earnings before interest and taxes; nav = not available
(a) Represents TIC net of cash.
(b) Based on discussion with Sony Management the transaction value is net of cash.
(c) Revenue and EBIT were adjusted by 39.5% to represent the percentage of the company acquired in the transaction.
(d) Revenue and EBIT were adjusted by 50.0% to represent the percentage of the company acquired in the transaction.
(e) Multiples adjusted for decline in media company values from the transaction date.
(f) Based on all identified transactions. Excludes negative and outlier TIC multiples which are denoted as "nmf".
(g) Based on transactions identified by Sony Pictures Television presentation, January 2009 .
(h) Selected median multiples based on transactions identified by Sony Pictures Television presentation, January 2009 . Some multiples have been adjusted
downward by 30.0% for the decline in value of media companies from the date of transaction. Refer footnote (e).

Source of data: Mergerstat.

Some totals may not add due to rounding. See Statement of Limiting Conditions.

Draft Document - Pending Technical Review e

All data subject to change upon completion of additional analysis. © 2009 by Ernst & Young LLP. All rights reserved.
Sony Pictures Entertainment, Inc. Exhibit E.1
Game Show Network, LLC
Valuation as of 9 April 2009

(a) (b)
(US$ in 000's) Market value LTM pre-tax LTM tax Income Beta Beta Size risk
Guideline companies Ticker Currency of equity Debt % Equity % Debt income expense tax rate levered unlevered premium WACC
News Corporation NWS USD $22,816,766 $13,511,000 62.8% 37.2% $7,321,000 $1,803,000 24.6% 1.38 0.96 (0.34%) 10.3%
Comcast Corporation CMCSA USD 42,114,932 32,456,000 56.5% 43.5% 4,058,000 1,533,000 37.8% 1.12 0.76 (0.34%) 8.4%
The Walt Disney Company DIS USD 36,175,636 13,572,000 72.7% 27.3% 7,519,000 2,704,000 36.0% 0.88 0.71 (0.34%) 8.2%
Time Warner Inc. TWX USD 26,598,774 39,983,000 39.9% 60.1% (16,649,000) (3,247,000) 19.5% 1.10 0.50 (0.34%) 8.4%
Viacom, Inc. VIAB USD 11,492,792 8,002,000 59.0% 41.0% 1,855,000 605,000 32.6% 1.21 0.82 0.68% 9.7%
Scripps Networks Interactive, Inc. SNI USD 4,244,460 80,000 98.2% 1.8% 309,319 193,371 40.7% 1.12 1.10 0.93% 11.9%
Lions Gate Entertainment Corp. (USA) LGF USD 592,497 606,734 49.4% 50.6% (59,086) 3,756 40.7% 0.57 0.36 2.56% 7.6%
Discovery Communications Inc. DISCA USD 5,061,900 3,789,000 57.2% 42.8% 754,000 352,000 46.7% 1.08 0.77 0.76% 8.6%

(c) Effective Beta Beta

Guideline companies % Equity % Debt tax rate unlevered relevered
High 98.2% 1.8% 46.7% 1.10 --
3rd quartile 65.3% 34.7% 40.7% 0.86 --
Mean 62.0% 38.0% 34.8% 0.75 --
Median 58.1% 41.9% 36.9% 0.76 --
1st quartile 54.7% 45.3% 30.6% 0.66 --
Low 39.9% 60.1% 19.5% 0.36 --
As selected 90.0% 10.0% 40.7% 0.94 1.00

Cost of equity After-tax cost of debt

(d) Risk-free rate: 20-yr Treasury bond 3.85% Pre-tax cost of debt 8.57% (g)
Relevered beta: as selected 1.00 Tax rate 40.70%
(e) Equity risk premium 6.50% After-tax cost of debt 5.08%
Cost of equity (unadjusted) 10.34%
Weighted average cost of capital
Cost Weight Contribution
(f) Unsystematic risk factor 1.50% Debt 5.08% 10.0% 0.51%
Cost of equity 11.84% Equity 11.84% 90.0% 10.66%
Indicated Weighted Average Cost of Capital 11.17%

Selected Weighted Average Cost of Capital 11.00%

Notes:
LTM = Lastest twelve months; nmf = not meaningful; WACC = Weighted average cost of capital
(a) 2-year, weekly levered beta, relative to the NYSE, FactSet calculation on daily prices from FT Interactive/Xshare. Selected beta was based on Scripps Networks Interactive, Inc. and Discovery Communication Inc.
(b) Source: December 2007 Morningstar, Inc. Valuation Edition 2008 Yearbook
(c) Selected equity and debt percentage was based on consideration of current and historical data for Scripps Networks Interactive, Inc. and Discovery Communications Inc.
(d) Factset Research Systems 09 April 2009
(e) Equity risk premium based on historical risk premia, forward-looking premium estimates, and recent academic studies at Ernst & Young, LLP
(f) Qualtitative adjustment, Ernst & Young, LLP.
(g) Based on consideration of Baa rate and corporate debt yields

e
DRAFT DOCUMENT - PENDING TECHNICAL REVIEW -- All data subject to change on additional analysis © 2009 Ernst & Young LLP. All Rights Reserved