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Potential Monetization Opportunities

September 2009

Executive Summary

• We are actively pursuing the sale of our 33.3% stake in HBO Central Europe to Time Warner, which would generate cash of $78MM and a $39MM gain; targeting close in February or March 2010 assuming a 4-6 month regulatory approval process; transaction would be structured to protect SPE’s ongoing operating relationship with HBO in the territory

• Also in preliminary negotiations with Time Warner to sell all or a portion of our 29.4% stake in HBO Latin America; transaction would generate $130-200MM in cash and a gain of $107-162MM; transaction to be structured to protect SPE’s ongoing operating relationship with HBO in the territory

• Expecting SPE’s 20% interest in Shine to be sold by fiscal year-end, pending a good faith commitment from Shine to find a buyer for cash purchase price of at least $73MM for SPE stake

• Pursue potential buyers for TV1 / Sci-Fi Australia, and FilmBank though monetization value limited to ~$10MM to $20MM; potential opportunity to swap minority stake in TV1/Sci-Fi for strategic majority interest in Hallmark Australia

• Discuss ShowTime PMP which may risk $15MM license revenue and may only provide modest ($2MM gain), and FilmFlex which may create a loss if sold today

• Holding on sale of ITN as Zelnick’s offer would yield $8.5MM of cash but no gain

• Open to sale of remaining GSN stake which could generate ~$270MM in cash and $200MM in EBIT; however timing not within SPE control

• Could explore sale of 33.3% of FEARnet stake, but forego opportunity to launch a linear channel and buyer interest is uncertain

SPT has identified 10 potential monetization opportunities across networks, production and distribution businesses. Priorities are:

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Potential Monetization Summary

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($ in Millions)

Revenue EBIT EBIT Cash

20% SPE56.3% E. Murdoch23.7% Other

600 54 7(c)400 - 600(less net debt,

equity value~265-465)SPE full exit 55(d) ~18

(minimum)~73

(Minimum)

35% SPE65% Liberty Media

221 42103.8

(84.4 gain)~780 SPE full exit 74 ~200 ~270

15% SPE78% VSS7% Zelnick/Mgmt

200 33 0130 - 190(less net debt,

equity value ~66-120)SPE full exit 8.5 ~1 - 10 ~8.5 - 18

PMP

20% SPE20% Liberty20% Paramount20% Fox20% Universal

84 5 1.235 - 40

(add ~$10MM cash, equity value ~45-50)

SPE full exit 7.4 ~2 - 3 ~9 - 10

33.3% SPE33.3% CBS Paramount33.3% NBCU

26 5 1.8 30 - 50 SPE full exit 3.5 ~7 - 13 ~10 - 17

50% SPE50% Disney

53 5 1.6 10 - 22 SPE full exit 12.4 ~(7) -(1) ~5 - 11

33.3% SPE33.3% HBO33.3% Disney

125 15(b) 5 234 SPE full exit 39 39 78

SPE full exit 38 162 200

Partial exit and retain Board seat 25 107 130

50% SPE50% Warner Bros

15 0.4 0 6 - 14 SPE full exit 0 ~3 - 7 ~3 - 7

33.3% SPE33.3% Lions Gate33.3% Comcast

15 (5.5) (1.9) 20 - 40 SPE full exit 0.4 ~6 - 13 ~6 - 13

(a) Entity figures may differ from SPE figures due to fiscalization of amounts

(b) Range of 10-20; dependent on investment levels for CIS and other projects under consideration. Midpoint of 15 used for valuation purposes

(c) Includes recent acquisition of Metronome; FY10 figures reflect CY09 latest projections provided by Shine as part of Metronome transaction evaluation

(d) Projected book value at end of FY10, which is estimated time of exit

Potential SPE Financial Benefit

Book ValuePotential TransactionEntity Current Equity

Rough Enterprise Valuation

(100%)

SPE FY10Q2

EBIT

FY10 - at 100%(a)

9.8 6805129.4% SPE58.8% HBO11.8% Ole

352

Shine

Key Considerations

• As part of SPE’s funding in the Metronome acquisition, Shine made good faith commitment to find a buyer for SPE stake by end of FY10, with purchase price in cash of at least $73MM

Valuation Basis

• DCF analysis based on terminal value of 10x EBITDA and 10% discount rate

• Implied multiple of ~0.7x-1.0x FY10E revenue and ~7.5x-11x EBITDA

Shine

DescriptionLeading UK production super-indie with ownership of Reveille in U.S. and Metronome in Scandinavia

Equity Ownership

20% SPE; 56.3% Elizabeth Murdoch; 23.7% other

FY09A* FY10E FY11E FY12E

Revenue(100%) $359MM $600MM $679MM $718MM

EBIT (100%) $26MM $54MM $77MM $88MM

SPE EBIT $4MM $7MM $15MM $18MM

* Calendar year. Note FY10-FY12E include Metronome acquisition

Note: SPE basis reflects proforma as of end of FY10

ShineLow Med High

Enterprise Value $400.0 $500.0 $600.0

Less Debt ($135.0) ($135.0) ($135.0)

Equity Value $265.0 $365.0 $465.0

SPE % 20.0% 20.0% 20.0%

Cash to SPE $53.0 $73.0 $93.0

SPE Basis ($55.0) ($55.0) ($55.0)

EBIT Gain/(Loss) ($2.0) $18.0 $38.0

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GSN

Key Considerations

• Sizeable divestiture; sale of our 35% stake could

generate ~$270MM of cash and ~$200MM in EBIT

• May be difficult to entice Liberty/DirecTV to acquire in the near-term

• Buy/sell or put/call provisions are not triggered until December 2011

• Liberty / DirecTV could acquire sooner but has shown little progress

– Liberty has not yet executed Liberty Entertainment spin-off previously planned for June

– Subsequent merger with DirecTV is negotiated but not yet approved

Valuation Basis

• Value estimate based on recent transaction values, may be at high-end of range

– GSN valued at $600MM– FUN valued at $180MM– Implied combined value of $780MM

GSN

DescriptionCable network with a primary programming focus on game show content with distribution to over 66MM homes

Equity Ownership

35% SPE; 65% Liberty Media

CY07A CY08A CY09E CY10E CY11E

Revenue(100%) $126MM $134MM $218MM $219MM $234MM

EBIT (100%) * $26.7MM $47.4MM $54.1MM $61.0MM $72.4MM

SPE EBIT $13.8MM $19.9MM $19.0MM $21.5MM $25.5MM

GSN

Enterprise Value $780.0

Less Debt $0.0

Equity Value $780.0

SPE % 35.0%

Cash to SPE $273.0

SPE Basis ($73.8)

EBIT Gain/(Loss) $199.2

5* CY07 and CY08 EBIT is before audit adjustments

ITN

Key Considerations

• ITN is a smaller divestiture with our likely buyers (existing partners VSS or Zelnick) expected to be interested at discounted price

– SPE’s minority position and VSS’s approval right over our transfer limits number of potential buyers

• Zelnick has confirmed that they are interested in acquiring our stake, but only at our cost ($8.5MM, or total valuation of $126MM)

• Exiting at fair value likely requires waiting for sale of entire company (timing TBD)

Valuation Basis

• Low case based on DCF of historical average EBITDA (2006-09 for low end, 2000-09 for high end) and 20% illiquidity discount (implied 4.1 - 4.6x multiple)

• Mid case assumes no change in enterprise value from acquisition; pay-down of debt increases equity value over acquisition (4.8x multiple)

• High case based on DCF of historical average EBITDA (2006-09 for low end, 2000-09 for high end) with no illiquidity discount (5.1 - 5.8x multiple)

• Compares to trailing Omnicom multiple of 5.7x as of 4/24/09

ITN

DescriptionDevelops and markets targeted national advertising through the aggregation of local television spot inventory

Equity Ownership

15% SPE; 78% Veronis Suhler Stevenson; 7% Zelnick Media and key management

CY06A CY07A CY08A CY09E CY10E

Revenue(100%) $152MM $203MM $200MM $162MM NA

EBITDA (100%) $17.2MM $16.0MM $32.7MM $26.1MM NA

SPE EBIT NA NA NA NA NA

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Zelnick Low Mid High

Enterprise Value $125.7 $135-$152 $156.00 $168-$190

Less Debt ($69.0) ($69.0) ($69.0) ($69.0)

Equity Value $56.70 $66-$83 $87.00 $99-$121

SPE % 15% 15% 15% 15%

Cash to SPE * $8.5 $9.8-$12.4 $13.1 $14.9-$18.1

SPE Basis ($8.5) ($8.5) ($8.5) ($8.5)

EBIT Gain/(Loss) $0.0 $1.3 - $3.9 $4.6 $6.4 - $9.6

* Proceeds calculation is before adjustment for MIP

ITN

PMP Showtime

Key Considerations

• While PMP provides positive EBIT and

cash contribution, it is not a strategic

asset

• Potential negative impact to licensing

revenue, currently ~$15MM per year,

could be mitigated by securing a long-

term contract

• Buyers are some or all of existing

partners

Valuation Basis

• DCF analysis based on 8-10x EBIT terminal value and 10% discount rate

PMP Showtime

Description Leading Australian pay TV channel

Equity Ownership20% SPE; 20% Liberty Media; 20% Paramount; 20% Fox; 20% NBCU

FY08A FY09A FY10E FY11E FY12E

Revenue(100%) $79MM $83MM $84MM $89MM N/A

Net Income 100%) $6.1MM $6.2MM $5.3MM $5.6MM N/A

SPE EBIT $2.3MM $0.9MM $1.2MM $1.1MM N/A

PMP ShowtimeLow Med High

Enterprise Value $35.0 $37.5 $40.0

Less Debt $0.0 $0.0 $0.0

Add Cash * $10.0 $10.0 $10.0

Equity Value $45.0 $47.5 $50.0

SPE % 20.0% 20.0% 20.0%

Cash to SPE $9.0 $9.5 $10.0

SPE Basis ($7.4) ($7.4) ($7.4)

EBIT Gain/(Loss) $1.6 $2.1 $2.6

* Appr. A$14MM on balance sheet

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TV1 / Sci-Fi Channel

Key Considerations

• Positive EBIT and cash flow contribution but not strategic assets

• Cash sale may be feasible due to presence of competitive buyers in the market– Universal has shown interest in acquiring

TV1 as part of its efforts to consolidate the Sci Fi brand.

– Potential negative impact to licensing revenue, currently ~$3.5MM per year, could be mitigated by long-term contract.

• Asset may provide an opportunity to swap into a wholly-owned channel– Universal’s interest may allow us to

“swap” our stake in TV1/Sci Fi for Hallmark Channel, which could then be re-branded to AXN or Animax

– Deal may require incremental cash of ~$5MM

Valuation Basis

• DCF analysis with 8x EBIT exit multiple and 10% discount rate

TV1 / Sci Fi

Description Australian pay television channels

Equity Ownership 33.3% SPE; 33.3% CBS Paramount; 33.3% NBCU

FY08A FY09A FY10E FY11E FY12E

Revenue(100%) $22MM $25MM $26MM $28MM $30MM

Net Income (100%) $4.2MM $5.9MM $4.6MM $3.6MM $6.0MM

SPE EBIT $1.4Mm $1.9MM $1.8MM $1.1MM $2.0MM

TV1 / Sci Fi

Low Medium High

Enterprise Value $30.0 $40.0 $50.0

Less Debt $0.0 $0.0 $0.0

Equity Value $30.0 $40.0 $50.0

SPE % 33.3% 33.3% 33.3%

Cash to SPE $10.0 $13.3 $16.7

SPE Basis ($3.5) ($3.5) ($3.5)

EBIT Gain / Loss $6.5 $9.8 $13.2

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FilmFlex

FilmFlex

Description UK VOD service on Virgin Media

Equity Ownership

50% SPE; 50% Disney

FY08A FY09A FY10E FY11E FY12E

Revenue(100%) $56MM $49MM $53MM $58MM $64.5MM

EBIT (100%) $5.3MM $5.5MM $4.8MM $5.1MM $5.4MM

SPE EBIT $1.9MM $2.3MM $1.6MM $2.2MM $2.4MM

NOTE: projections do not include potential expansion to broadband and new territories

Key Considerations

• With 3 years remaining on carriage agreement with Virgin, currently negotiating a renewal but may not reach agreement on an extension.

• If renewal is successful, Filmflex has growth potential through expanding to broadband and new territories which would significantly enhance valuation if sale can be delayed until after expansion. Otherwise, expect venture to end in 3 years, with incentive for partners to cut costs and maximize value of remaining cash flow stream.

• Delaying sale also allows time to potentially gain carriage with additional operator which would significantly enhance asset value

• No obvious potential buyer – Disney has no desire to buy up and sale to Virgin would not generate attractive valuation.

Valuation Basis

• If carriage is not renewed (i.e. no terminal value or expansion potential), expected enterprise valuation of $10-22MM implying ~2-4x EBITDA. This compares to a potential valuation of $40-60MM, if assume projected expansion into new territories and platforms as well as terminal value of 6-8x based on long term growth (implied current EBITDA multiples of 7-10x)

• Note: SPE and Disney bought ODG's share in 2008, at implied enterprise valuation of ~$40MM (excluding part of consideration paid in lieu of future dividends)

    FilmFlex     Low Med    HighEnterprise Value $10.0 $16.0 $22.0

Less Debt $0.0 $0.0 $0.0

Equity Value $10.0 $16.0 $22.0

% Sold 50.0% 50.0% 50.0%

Cash to SPE $5.0 $8.0 $11.0

SPE Basis ($12.4) ($12.4) ($12.4)

EBIT Gain / Loss ($7.4) ($4.4) ($1.4)

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Note: There is a potential for a dividend distribution in FY10 not reflected in figures above

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HBO Valuation, Cash, and Gain Considerations

• Time Warner recently purchased Disney’s 29.4% stake in HBO Latin America on a $680MM valuation and is believed to have a hand-shake deal to acquire Disney’s 33.3% stake in HBO CE on a $235MM valuation

• Sales of our HBO CE and HBO Latin America stakes at these valuations would generate gains of $146-201MM and cash of $210-278MM in FY10

Valuation Consideration Gain and Cash Considerations

Retain 10%

($MM) of HBO LA

Valuation

HBO CE - 100% $234 $234

HBO Latam - 100% $680 $680

SPE Interest Sold

HBO CE 33.3% 33.3%

HBO Latam 19.4% 29.4%

Proceeds from Sale

HBO CE $78 $78

HBO Latam $132 $200Total Cash Proceeds $210 $278

Book Value of Amount Sold

HBO CE $39 $39

HBO Latam $25 $38

Gain

Gain - HBO CE $39 $39

Gain - HBO Latam $107 $162Total Gain $146 $201

Full Sale

HBO EBIT Impact

FY10 impact assumed December 31, 2009 close of both transactions

FY09 EBIT of $37.9MM from HBO Central Europe includes $26.6MM of income from sale of SpektrumFY10 EBIT from HBO Central Europe excludes potential benefit of special dividend; HBO CE will dividend excess cash of ~$10-20MM (~$3-7MM to SPE) prior to closeFY10 EBIT of $62.7MM from HBO Latin America includes $45MM in one time proceeds for SPT not to exercise its right to buy-up as part of the Disney/TW transaction

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($MM) FY09Retain 10%of HBO LA

Full Saleof HBO LA FY11 FY12

No SaleSPE Share of HBO Net IncomeHBO Central Europe (Fcst) $37.9 $6.0 $6.0 $5.6 $5.8HBO Latin America (MRP) $62.7 $15.0 $15.0 $15.4 $16.4

Total Ops $100.6 $21.0 $21.0 $21.0 $22.2

If SoldSPE Share of HBO Net IncomeHBO Central Europe $37.9 $5.0 $5.0 $0.0 $0.0HBO Latin America $62.7 $10.3 $9.8 $0.0 $0.0

Subtotal $100.6 $15.3 $14.8 $0.0 $0.0

Sale ProceedsHBO Central Europe $0.0 $39.2 $39.2 $0.0 $0.0HBO Latin America $0.0 $108.0 $163.0

Subtotal $0.0 $147.2 $202.2 $0.0 $0.0

Total $100.6 $162.5 $217.0 $0.0 $0.0

VarianceHBO Central Europe $0.0 $38.2 $38.2 ($5.6) ($5.8)HBO Latin America $0.0 $103.3 $157.8 ($15.4) ($16.4)

Total $0.0 $141.5 $196.0 ($21.0) ($22.2)

FY10

FilmBank

FilmBank

Description UK leader in non-theatrical and pay TV services (key markets: Hotelvision, Seavision, Public Video Screening License)

Equity Ownership 50% SPE; 50% Warner Bros.

FY08A FY09E FY10E FY11E FY12E

Revenue(100%) $13.0MM $14.3MM $15.4MM $17.4MM $20.0MM

EBIT (100%) ($427K) $328K $405K $896K $1.5MM

SPE EBIT* ~$0 ~$0 ~$0 ~$0 ~$0

NOTE: Projections per management 9/09 forecasts, exchange rate used: 1.65 USD/GBP*SPE equity pick up is nominal (based on 50%of net income figures), currently confirming actuals

Key Considerations

• FilmBank is no longer a strategic asset - SPE’s annual licensing revenues (~$2-3MM) does not require equity participation and board involvement

• However, no obvious potential buyers and Warner Bros. may be averse to SPE exit (Warner Bros. currently has favorable deal structure and SPE as owner guarantees SPE content)

Valuation Basis

• Valuation estimate based on comparable revenue multiples of 1x – 2x and DCF valuation with terminal value of 10-15x EBITDA and 10% discount rate

• Valuation may be discounted due to limited buyer interest

FilmBankLow Med High

Enterprise Value $6.0 $10.0 $14.0

Less Debt $0.0 $0.0 $0.0

Equity Value $6.0 $10.0 $14.0

SPE % 50.0% 50.0% 50.0%

Cash to SPE $3.0 $5.0 $7.0

SPE Basis $0.0 $0.0 $0.0

EBIT Gain/(Loss) $3.0 $5.0 $7.0

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FEARnet

FEARnet

DescriptionCurrently VOD only Horror Channel with limited distribution; goal of taking channel linear

Equity Ownership

33.3% SPE; 33.3% Lions Gate; 33.3% Comcast

FY08A FY09A FY10E FY11E FY12E

Revenue(100%) $14.9MM $19.2MM $27.2MM

EBIT (100%) ($16.8MM) ($12.9MM) ($5.5MM) ($12.8MM) ($15.1MM)

SPE EBIT* ($5.6MM) ($4.8MM) ($1.9MM) ($4.9MM) ($6.2MM)

Key Considerations

• If retained, represents and opportunity to expand U.S. linear channel presence and gain an important foothold in the domestic market

• If sold, license agreement likely needs to be restructured

• Limited pool of potential buyers

– Comcast: Currently not funding operations

– Lions Gate: Uncertain appetite; still integrating TV Guide

– NBCU: Need to validate fit with Chiller

– DirecTV: Expressed some interest last year

Valuation Basis

• Transfer restrictions create difficulty

– Comcast and Lions Gate unlikely to support sale below invested capital

– Buyers may not be interested at $39.9MM valuation

• High valuation assumed SPE is bought out at invested capital

• Low valuation assumes SPT bought out at 50% of invested capital

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Confirming

($MM) Low High

Enterprise Value $20.0 $39.9

SPE % Share 33.3% 33.3%

Cash to SPE $6.67 $13.30

SPE Basis $0.40 $0.40

EBIT Gain/(Loss) $6.27 $12.90

FEARnet