in India DREW: SPE BOOKED $138.4M; MSM BOOKED $140M SPE launched - - PowerPoint PPT Presentation

SPE has Built a Strong and Meaningful Networks Presence in India

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• SPE launched its network presence in India 17 years ago with SET

– Between 2000-2007, SET faced multiple challenges – In early 2009, new management revitalized SPE’s Indian network operations – Performance has improved significantly in recent years and is now consistently profitable

• MSM India is critical to the overall network portfolio

– Delivered a 20% revenue CAGR from FYE09-13 – Delivered $138MM EBIT in FYE13; and is expected to show sustained growth through FYE17 reaching approximately $200MM

• SPE’s 2008 investment in IPL Cricket has yielded positive revenue and EBIT results and is

expected to continue to do so

• India is an important growth market to Sony Corporation and SPE

– India is critical to Sony Corporation due to its size, growing middle class, and the value ascribed to the Sony brand by its population – Sony and SPE have a history of working together to capitalize on this market, including exposing 417MM viewers to the Sony brand via SPE’s Sony-branded channels – The Sony brand on MSM’s channels has increased brand awareness and helped electronics sales

DREW: SPE BOOKED $138.4M; MSM BOOKED $140M

$203 $255 FY13A FY14E

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SPT networks portfolio generates significant shareholder value for the Company

SPT Networks EBITDA(1) ($MM)

EBITDA Multiple: 15x-16x

@

Estimated Valuation Range of $3BN to $4BN

Note: For illustrative purposes only. SPE has not performed a complete or independent valuation of its networks business. (1) EBITDA is adjusted for noncontrolling interests (35% of AXN Japan, 33% of Animax Japan, 49% of Cable Direct, 25% of Dolphin TV and 42% of GSN). EBITDA includes profitable and unprofitable networks and home office and other corporate overhead.

Hypothetical Value of SPT Networks Portfolio

$203 $255 FY13A FY14E

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SPT networks portfolio generates significant shareholder value for the Company

SPT Networks EBITDA(1) ($MM)

EBITDA Multiple: 19x-21x FY13A 15x-17x FY14E

@

Estimated Valuation Range of $3.9BN to $4.3BN

Note: For illustrative purposes only. SPE has not performed a complete or independent valuation of its networks business. (1) EBITDA is adjusted for noncontrolling interests (35% of AXN Japan, 33% of Animax Japan, 49% of Cable Direct, 25% of Dolphin TV and 42% of GSN). EBITDA includes profitable and unprofitable networks and home office and other corporate overhead.

Hypothetical Value of SPT Networks Portfolio

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SPT networks portfolio generates significant shareholder value for the Company

North America [$M - $M]

FY13 EBITDA : [$M (x–x)] FY14 EBITDA : [$M (x–x)]

EMEA [$M - $M]

FY13 EBITDA : [$M (x–x)] FY14 EBITDA : [$M (x–x)]

Asia Pacific [$B - $B]

FY13 EBITDA : [$M (x–x)] FY14 EBITDA : [$M (x–x)]

South America [$M - $M]

FY13 EBITDA : [$M (x–x)] FY14 EBITDA : [$M (x–x)]

Note: For illustrative purposes only. SPE has not performed a complete or independent valuation of its networks business. (1) EBITDA is adjusted for noncontrolling interests (35% of AXN Japan, 33% of Animax Japan, 49% of Cable Direct, 25% of Dolphin TV and 42% of GSN). EBITDA includes profitable and unprofitable networks and home office and other corporate overhead.

Estimated Valuation Range of [$BN] to [$BN]

[ TO BE UPDATED ]

GSN Overview

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• GSN is a multiplatform U.S. cable network focusing on game show content and a digital business

that includes skill-based games, casual games and an online ad network – GSN is our most distributed U.S. network - reaching ~69 million U.S. households – Revenues driven by a mix of affiliate fees and television/online advertising – Programming strategy includes licensed SPT library product and new shows developed based on classic game show formats

• SPE currently owns 58% of GSN with management control and DIRECTV owns the remaining 42%

– SPE originally had a 50/50 ownership structure with Liberty Media – In March 2009, SPE sold 15% of GSN and acquired a 35% interest in Fun Technologies (100%

• wned by Liberty) at the same time GSN acquired Fun, leaving SPE 35% of the combined entity

– In March 2011, SPE increased its total ownership from 35% to 40% and acquired control of GSN. As part of the transaction, DIRECTV received a put option which was exercised in 2012 – In September 2012, DIRECTV exercised its put to sell an 18% interest in GSN for $234MM to SPE, which increased SPE’s ownership from 40% to 58% in December 2012 when the deal closed (1)

• GSN is a healthy and growing strategic asset for SPT Networks and drives a considerable profit

contribution for SPE with $82MM in consolidated EBIT for FYE14

(1) The put payment is payable to DIRECTV in two payments of $117MM each plus interest at 10% , with the first payment paid on April 2, 2013 and the second payment due no later than April 15, 2014.

DREW: GSN NUMBER IS BUDGET FIGURE

Crackle Overview

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• In July 2007, SPE purchased the online user generated video site, Grouper, for [$65MM]

– Grouper was re-branded as Crackle, which would become a premium multi-platform video- entertainment network and studio featuring full-length movies and television shows

• Crackle launched in the United States and Australia in 2009, followed by Canada and the UK in

2010, and Latin America in 2012, as SPT Networks’ premier OTT service, offering a high-quality selection of free, ad supported movies and television programs – Crackle targets adults aged 18-44 with a male skew – Through its free app, Crackle is distributed through computers, mobile devices (e.g., iPhone, Android), gaming consoles (e.g., PlayStation, Xbox), internet connected TVs (e.g., Sony Bravia, Samsung, LG, Vizio), blu-ray players and set-top boxes – Premium content on the curated network include high-profile movies and TV shows such as Step Brothers, District 9, Seinfeld and The Shield – Jerry Seinfeld committed to 3 seasons of Comedians in Cars Getting Coffee foregoing

• pportunities with other premium U.S. video services
• Crackle was widely recognized in 2012

– “The 20 Best iOS and Android Apps Of 2012” – TechCrunch – “Amazon’s Best of 2012: Apps and Games” - Amazon Editors – “Best of TV on the Web in 2012” – USA Today – Top 5 Application on PlayStation and Xbox

• Currently, Crackle is available in 23 countries with approximately 15 million monthly unique

visitors across the globe

ERIC REVIEWING.

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Crackle Success

Source: Crackle.com = comScore VideoMetrix June 2012, Devices include all distribution outside Crackle.com (Omniture June 2012). (1) Based on visitors in the United States.

Premium Video Network

15

MILLION VISITORS PER MONTH

78

MILLION STREAMS OF CONTENT PER MONTH

90

MINUTES SPENT PER USER PER VISIT(1)

23

COUNTRIES

ERIC REVIEWING.

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SPE has made a Number of Meaningful Acquisitions Over the Last Decade that Support Strategic Growth

Acquisition Purchase Price MSM India TV Networks $360MM for 100% (1) $65MM for 100% (2) $234MM for an additional 18% stake (3) $314MM for an additional 38% stake (4)

(1) Total consideration based on $242MM in cash and $118MM in assumed debt for 100% ownership. (2) Total consideration based on $52.5MM in cash and $12.5M tied to achieving certain performance metrics for 100% ownership. (3) DIRECTV exercised its put right to sell an 18% interest in GSN for $234MM (before any interest) to SPE; increasing SPE’s ownership interest from 40% to 58%. (4) Based on increasing SPT’s stake in MSM holdings from 62% to 100%.

CONFIRMING CRACKLE FIGURE.