SPE INTERNAL

Liberty Media AnalysisGSN-FUN Transaction

January 2009

2

Liberty Media Corporation is Comprised of 3 Tracking Stocks

Liberty Capital Liberty Interactive

• Backcountry.com (81%)

• Bodybuilding.com (83%)

• Borba (25%)

• BUYSEASONS (100%)

• Expedia (24%)

• GSI Commerce (19.7%)

• HSN (30%)

• IAC / InteractiveCorp (30%)

• Interval Leisure Group (30%)

• Provide Commerce (100%)

• QVC (100%)

• Ticketmaster (30%)

• Tree.com (Lending Tree) (30%)

• Atlanta National Baseball Club (100%)

• Current Group (8%)• Embarq Corporation (3%)• Hallmark Entertainment Invest. (11%)• Jingle Networks (9%)• Kroenke Arena Company (6.5%)• Leisure Arts (100%)• LodgeNet Entertainment (9%)• MacNeil / Lehrer Productions (67%)• Motorola (3%)• Overture Films (100%)• Priceline.com (1%)• Sprint Nextel Corporation (3%)• Starz Media (100%)• Time Warner (3%)• TruePosition (100%)• Viacom (1%)• WFRV / WJMN Television (100%)

NOTE: Percentages in parenthesis represent Liberty ownership stake; figures are approximations and when applicable, apply conversion to common stock.

“LINTA” , “LINTB”“LCAPA” , “LCAPB”

Liberty Entertainment

• DirecTV (54%)

• FUN Technologies (100%)

• GSN (50%)

• Liberty Sports Holdings (100%)

• Starz Entertainment (100%)

• Wildblue Communications (37%)

Note: Checking if PicksPal, Inc. (73%) is already in this entity

“LMDIA” , “LMDIB”

3

Liberty Plans to Split-Off A Subset of its Liberty Entertainment (LMDIA) Assets Into a Separately Traded Public Entity

Liberty Capital Liberty Interactive

• Backcountry.com (81%)

• Bodybuilding.com (83%)

• Borba (25%)

• BUYSEASONS (100%)

• Expedia (24%)

• GSI Commerce (19.7%)

• HSN (30%)

• IAC / InteractiveCorp (30%)

• Interval Leisure Group (30%)

• Provide Commerce (100%)

• QVC (100%)

• Ticketmaster (30%)

• Tree.com (Lending Tree) (30%)

• Atlanta National Baseball Club (100%)

• Current Group (8%)• Embarq Corporation (3%)• Hallmark Entertainment Invest. (11%)• Jingle Networks (9%)• Kroenke Arena Company (6.5%)• Leisure Arts (100%)• LodgeNet Entertainment (9%)• MacNeil / Lehrer Productions (67%)• Motorola (3%)• Overture Films (100%)• Priceline.com (1%)• Sprint Nextel Corporation (3%)• Starz Media (100%)• Time Warner (3%)• TruePosition (100%)• Viacom (1%)• WFRV / WJMN Television (100%)

“LINTA” , “LINTB”“LCAPA” , “LCAPB”

Liberty Entertainment

• DirecTV (52%)

• FUN Technologies (100%)

• GSN (50%)

• Liberty Sports Holdings (100%)

• Starz Entertainment (100%)

• Wildblue Communications (37%)

“LMDIA” , “LMDIB”

Liberty Entertainment Inc.

• DirecTV (54%)

• FUN Technologies (100%)

• GSN (50%)

• Liberty Sports Holdings (100%)

• PicksPal, Inc (73%)

“LEI”

Liberty Media Corp Tracking Stocks New Wholly-Owned Subsidiary

Assets Transferred to Liberty Entertainment Inc. (Split-off Entity)

After the Split-Off:

• Liberty Media will continue to utilize its three tracking stocks

• Liberty Media will also own Liberty Entertainment, Inc. a publicly traded subsidiary

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Rationale for Split-Off

• Provide management of LEI with greater flexibility to make acquisitions and raise capital

• Enable businesses and assets to be valued by the market without the complexities of a tracking stock, thus reducing the discount at which Liberty’s stake in DirecTV currently trades

• Increase flexibility in structuring equity-based incentive awards

5

After the Split-off, a Shareholder that previously held 100 Shares of Liberty Entertainment Tracking Stock would hold 10 Shares of Liberty Ent. Tracking Stock and 90 Shares of Liberty Entertainment Inc. (LEI)

SharesShares

100100

Liberty Entertainment

• Starz Entertainment (100%)

• Wildblue Communications (37%)

“LMDIA” , “LMDIB”

10 Shares10 Shares

Liberty Entertainment Inc.

• DirecTV (54%)

• FUN Technologies (100%)

• GSN (50%)

• Liberty Sports Holdings (100%)

• PicksPal, Inc (73%)

“LEI”

90 Shares90 Shares

• 0.9 of each share of LMDIA or LMDIB will be redeemed for 0.9 of a share of LEI Series A or B stock

• 0.1 of each share of LMDIA or LMDIB will remain outstanding as the Liberty Entertainment tracking stock

• This structure will enable holders of LMDIA or LMDIB stock to retain their pro-rata ownership stake in LEI

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John Malone Controls Roughly 34% of Votes in Liberty Media Corp.

*B shares entitle owner to 10 votes for every share owned

Note: Liberty Media Proxy suggests Malone has more shares in LMDIB than total shares outstanding—the discrepancy appears immaterial

John Malone Liberty Media Voting Rights by Tracking Stock*

John Malone Share Ownership by Tracking stock

After the Split-off, John Malone will control 34% of the votes in Liberty Entertainment Inc., which will own 54% of DirecTV

Stock Total Votes Malone Votes Malone Vote %

LCAPA/B 182,623,863 64,176,000 35%LINTA/B 859,236,563 310,158,000 36%LMDIA/B 730,318,318 246,752,000 34%

Total 1,772,178,744 621,086,000

Stock Total Shares Malone Shares Malone Share % Share Price (A Shares) Malone Stock Value

LCAPA/B 129,169,290 8,997,000 7% $5.02 $45,164,940LINTA/B 593,793,416 34,947,000 6% $2.97 $103,792,590

LMDIA/B 516,962,437 27,665,000 5% 17 467,261,850

Total 1,239,925,143 71,609,000 $616,219,380

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GSN Issues Related to the Split-Off

• There continues to be risk to GSN’s affiliate revenue due to an ongoing rate negotiation with DirecTV

• As a result of this negotiation, 2007 and 2008 GSN financial statements remain open and must be closed prior to the split-off

• Operating agreement entitles SPE to a right-of-first-refusal for any change of control in the ownership of GSN—this may grant SPE the ability to block the split-off

• GSN is a 5 year business asset which may be required in the split-off for the transaction to be treated as tax free by the IRS

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ISSUES TO DATE

• GSN’s affiliate agreement with DirecTV has been out of contract since February 2007 and is currently being renegotiated

• Since the expiration of the contract, DirecTV has paid a rate of $0.04 / sub as opposed to the previous rate of $0.082

• The reduced rate caused GSN to take a reserve against revenue of $5.6MM for 2007 and $6.8MM for 2008

GO – FORWARD IMPACT

• If negotiations with DirecTV retroactively trigger the MFN provisions for Comcast and Echostar, this would cause an additional decrease to revenue of $9.6MM in 2007 and $10.1MM in 2008

• If the MFN is not triggered but DirecTV rates continue at $0.04 / sub, GSN will forego approximately $7.8MM in 2009

• If the DirecTV rate triggers the MFN, GSN could lose approximately $18.1MM in 2009 (inclusive of lost DirecTV, Comcast, and Echostar revenues)

(1) Any change in affiliate revenue has no associated costs and therefore is a direct EBITDA impact

GSN Subs Annualized Adjusted Annualized GSN Lost(in 000's) YE 2008 Est. 2008 Rate Affiliate Revenue Rate Affiliate Revenue 2009 EBITDA 1

CARRIERS

DirecTV 15,544 $0.082 $15,295 $0.040 $7,461 ($7,834)Comcast 12,213 $0.082 $12,018 $0.040 $5,862 ($6,155)EchoStar 8,150 $0.082 $8,020 $0.040 $3,912 ($4,108)Total 35,907 $35,332 $17,235 ($18,097)

Potential Impact of Carriage Fee Negotiations on GSN Annual Revenue / EBITDA

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Potential Impact of Carriage Fee Negotiations on GSN and DTV Revenue / EBITDA

$MM% Liberty

OwnsImpact to

LibertyDirecTV Savings $7.8 54% $4.2GSN Loss ($7.8) 65% ($5.1)Net Impact $0.0 ($0.9)

• If MFNs are not triggered; the savings to DirecTV and the loss at GSN are almost a “wash”

• If MFNs are triggered; the loss of revenues from Comcast and Echostar significantly outweighs any DTV savinges

MFNs are Triggered

MFNs are Not Triggered

$MM% Liberty

OwnsImpact to

LibertyDirecTV Savings $7.8 54% $4.2GSN Loss ($18.1) 65% ($11.8)Net Impact ($10.3) ($7.6)

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Potential Impact of Carriage Fee Negotiations on GSN and DTV Valuations

MFNs are Triggered

MFNs are Not Triggered

• If current multiples hold, a “wash” at the cash flow level could still result in lost market value by transferring earnings out of GSN (which has the higher multiple) into DTV (which has the lower multiple)

• The potential lost value becomes much greater if GSN also loses 3rd party revenues due to the MFN being triggered

$MMValuation Multiple

Change in Value

% Liberty Owns

Impact to Liberty

DirecTV Savings $7.8 5.3x (1) $41.3 54% $22.3GSN Loss ($7.8) 14.3x (2) ($111.5) 65% ($72.5)Net Impact $0.0 ($70.2) ($50.2)

$MMValuation Multiple

Change in Value

% Liberty Owns

Impact to Liberty

DirecTV Savings $7.8 5.3x (1) $41.3 54% $22.3GSN Loss ($18.1) 14.3x (2) ($258.8) 65% ($168.2)Net Impact ($10.3) ($217.5) ($145.9)

(1) Based on enterprise value of $25.6BN and EBITDA of $4.8BN(2) Based on a value of $600MM and trailing EBITDA of $42MM