INVESTMENT COMMITTEE REVIEW: HBO Latin America Divestiture Opportunity January 22, 2010 [DRAFT]

-- Confidential --p. 2 Background In October, SPE provided the Investment Committee with a preliminary review of a potential sale of all or a portion of our 29.4% interest in HBO Latin America Group (LAG) to Time Warner Entertainment (TWE) The proposed transaction was the result of SPE revisiting its global channels portfolio with the goal of rebalancing the mix towards channels that are majority owned and operated As negotiations were preliminary at the time of our last review, SPE proposed the following next steps –Secure approval to delegate the decision for a potential transaction to the CFO, subject to certain conditions –Determine if regulatory reviews would be required –Finalize negotiations with TWE on key terms and present to the Investment Committee –Seek final approvals and close Delegation to the CFO was granted by the GEC on October 7, 2009, subject to two conditions –The transaction being made at a 100% valuation of not less than $680MM –Selling SPE’s entire stake or, if SPE decides to hold a 10% interest, retaining a board seat SPE has reached agreement with TWE on material terms and is now seeking approval for the proposed transaction Based on the proposed structure, SPE legal has determined that a non-suspensory competition filing is required in Brazil

-- Confidential --p. 3 Proposed Matters to be Deliberated for CFO Approval SPE is seeking approval to complete the sale of 21.2% of HBO LAG and certain voting rights to TWE and enter into a put agreement for the 8.2% of HBO LAG retained by SPE after this transaction –SPE believes TWE’s desire to consolidate HBO LAG makes this the right time to monetize –SPE distribution and content license relationships will continue to be protected contractually –While SPE holds the 8.2% equity stake, it will retain a board seat to provide ongoing visibility into a key region Transaction effectively meets the conditions set forth under the delegation of approval to the CFO granted by the GEC –Transaction will be made at a 100% valuation of $950MM, exceeding the $680MM valuation floor –SPE will retain a board seat in conjunction with the 8.2% equity stake of HBO LAG being retained Pending approval by the CFO, the sale of 21.2% of HBO LAG is targeted to close by mid March Sale of certain SPE voting rights is expected to close after the competition filing in Brazil is approved, which is expected by early FYE 11

-- Confidential --p. 4 Background HBO LAG and Proposed Transaction Background on HBO LAG Background on Transaction / Rationale Programs, operates, and distributes HBO and Cinemax channels across Latin & South America Owned by TWE (58.8%), SPE (29.4%) and Ole Communications (11.8%) Has a significant operational and financial relationship with SPE –HBO LAG distributes and provides services for SPE channels in the region (SET / AXN / Animax) –SPE licenses $40-50MM of content annually to HBO LAG –SPE provides ad sales for HBO and Cinemax channels in Brazil TWE has been actively seeking opportunities to increase its ownership in HBO global channels with the goal of full consolidation –Purchased SPE and Universal’s stake in HBO Asia in CY08 –Acquired Disney’s 29.4% stake in HBO LAG in CY08 –Signed definitive documents to acquire SPE’s and Disney’s share in HBO CE (expected to close Q4 FYE10) TWE’s strong desire to consolidate allows SPE to: –Immediately monetize a significant portion of our HBO LAG stake at an attractive valuation (above the valuation range identified by our advisor) –Retain a stake for continued visibility into the region and an opportunity to benefit from any further increases in valuation

-- Confidential --p. 5 Summary of Deal Structure and Material Terms SPE Sells 21.2% Equity Interest TWE will acquire a 21.2% interest in HBO LAG from SPE for $201.4MM (100% valuation of $950MM) SPE will retain 8.2% equity interest and board seat with minority protections TWE will bear regulatory risk on the acquisition of the 21.2% equity interest If TWE acquires Ole Communications’ equity stake in the next year at a 100% valuation greater than $950MM, SPE’s sale price will be adjusted to reflect the higher valuation SPE Receives a Put on its Remaining Equity Stake SPE will receive a put option on its remaining 8.2% equity stake Put will be valued at $62.3MM (8.2% x $950MM - $15.6MM), escalating 5% per year for 5 years After 5 years, put is valued at 6.6% of Fair Market Value (2) If SPE exercises the put, SPE’s distribution agreement will be extended 5 years from exercise of the put with a further 5 year extension at SPE’s option (1)SPE to retain voting rights relating to distribution of its basic channels and other standard minority protections (2)6.6% is equivalent to SPE’s 8.2% remaining equity interest less the 1.6% that was implicitly paid for SPE’s voting rights ($15.6MM / $950MM) SPE Sells Certain Voting Rights TWE will commit to acquire certain voting rights (including hiring/firing CEO and budgetary approvals) for $15.6MM (1) Purchase of the voting rights will close once competition filing in Brazil is approved

-- Confidential --p. 6 SPE expects to receive $201MM in proceeds in FYE 10 SPE’s preliminary view is that an estimated gain of $172MM associated with the sale of the equity interest will be recognized in FYE 10 FYE 10 gain will depend on final accounting treatment of the sale of SPE voting rights –A portion of the $172MM gain from the sale of the 21.2% equity interest could be deferred until TWE completes their purchase of certain SPE voting rights, although SPE believes this is unlikely Proceeds will create a US book tax of approximately 40%, but based on forecasts there is no expected current US cash tax cost due to larger Sony US tax group losses, loss carryforwards, and tax credits –The small portion of the gain attributable to the partial sale of a Venezuelan entity, HBO Ole Producciones, will be subject to a cash tax of 34% Estimated Cash and Gain

-- Confidential --p. 7 Currently, SPE recognizes 29.4% of HBO LAG’s Net Income as EBIT After the sale of the 21.2% stake, SPE would no longer recognize a portion of HBO LAG’s Net Income as EBIT; however, SPE’s share of dividends based on its retained 8.2% interest may be treated as income Estimates provided below are independent of gains to be recognized on sale of SPE’s 21.2% equity interest, voting rights, or put on remaining 8.2% equity stake Ongoing EBIT Impact from Sale

-- Confidential --p. 8 $950MM Transaction Value Exceeds Outside Advisor’s Valuation Market Multiples Comparable Transactions (controlling interest) Comparable Transactions (minority interest) Discounted Cash Flow $783 $615 $841 $683 $831 $693 $888 $699 SPE engaged an outside advisor (Houlihan Lokey) to perform an independent valuation of HBO LAG as of October 31, 2009 Houlihan Lokey estimated the 100% value on a non-marketable, minority interest basis to range from $615MM to $888MM (see below) HBO LAG 100% Valuation (non-marketable minority interest) * * Source: Houlihan Lokey, 2009 $950MM transaction value

-- Confidential --p. 9 Sale of Our Stake Will Provide an Attractive Return

-- Confidential --p. 10 Potential Risks & Mitigations Risks Operational HBO distributes SPE channels in region HBO licenses $40-50MM of content from SPE annually SPE provides ad sales for HBO channels in Brazil Approvals Overall deal requires TWE and Ole Communications approval Transaction requires non-suspensory competition filing in Brazil Mitigations Following closing, SPE’s content license and distribution relationships with HBO LAG will be essentially the same –Content license agreement extends through 3/2014, SPE has option to renew for 4 years through 3/2018 –Distribution agreement extends through 12/2014 –If put exercised, distribution agreement will be extended 5 years from put date with a further 5 year renewal at SPE’s option Ole Communications has an incentive to approve the transaction as it increases their leverage with TWE TWE to assume risk that competition approval is not granted

-- Confidential --p. 11 Timing & Next Steps Secure Sony and SPE approvals Secure Ole Communications and TWE approvals Sign definitive documents with TWE and close the sale of the 21.2% equity interest in FYE 10 Complete sale of certain SPE voting rights, likely by early FYE 11 SPE would return to the CFO for approval should it ultimately decide to exercise the put on its remaining 8.2% equity interest

-- Confidential --p. 12 Appendix

-- Confidential --p. 13 Historical Equity Build as of 12/31/2009

-- Confidential --p. 14 Detailed P&L NOTE: Free cash flow based on net income plus depreciation

-- Confidential --p. 15 Details on Independent Valuation

-- Confidential --p. 16 Balance Sheet as of 11/30/2009