1. Title SPE-Marvel Spider-Man Relationship: Restructuring and Monetization of Merchandise Interest Presenter (Division) Sony Pictures Entertainment Attendees David Hendler, Jim Underwood, Dave Mastalski (by phone) Sold asset/ Transferred business (1) SPE’s 25% interest in Spider-Man merchandise revenues less (2) Marvel’s 5% interest in gross proceeds from all current and future Spider-Man films. TransfereeMarvel, a subsidiary of The Walt Disney Company Sales Amount, Book value Sales amount, Latest plan (Budget: Yes / No ) Acquisition costBook valueFair Market Value / Reference price $280MM (Estimate. See below) NA Oku \ ScheduleInvestment CommitteeGp Exec Committee or Elec Mgt Committee Sale /Transfer date (plan) Date: 7 / 25 / 2011 Date: 7/26/2011 Date: 9 / 1 / 2011 Purpose / Background SPE and Marvel’s relationship began in 1999, when SPE first obtained rights to the Spider-Man franchise. SPE is recommending a transaction that includes (1) the sale of SPE’s 25% interest in future Spider-Man merchandise revenues, and (2) the acquisition of Marvel’s 5% interest in gross proceeds from all current and future Spider-Man films. As part of the proposed transaction, the parties will modify the license agreement to eliminate certain approvals and to generally improve the operating relationship between SPE and Marvel. The parties will also settle and dismiss certain arbitration proceedings currently in process. The transaction is expected to close in September 2011. Sale/Transfer Summary 1.Transferee’s profile and credit rating Marvel is a subsidiary of The Walt Disney Company. Credit ratings are not available for Marvel. But the parent company profile includes: market capitalization of $75.4BN as of 7/8/11, LTM 4/2/11 revenues of $39.5BN, $3.1BN of cash on the balance sheet as of 4/2/11, traded on the NYSE as DIS also listed on the S&P 100, A / A-1 S&P Rating. 2.Buyer (transferee) selection process As SPE’s partner in the relationship, Marvel is the most logical potential buyer and has demonstrated motivation to buy back interests in key Marvel properties since its acquisition by Disney at the end of 2009 3.Terms and conditions for payment For the sale of SPE's 25% merchandise participation and acquisition of Marvel's 5% interest in gross film proceeds SPE will receive $175MM in cash after execution of the agreement and will receive up to $35MM per film for each future Spider-Man film released contingent upon box office performance. SPE will not receive future merchandise revenue. 4.Costs relating to the transaction (incl. obligation / indemnity, HR expenses to be borne by Sony) We do not expect any significant costs relating to the transaction. 5.Financial impact and merit / demerit (P/L, B/S, C/F, tax) In FYE12, the deal is expected to yield $210MM - $225MM of incremental income (including $55MM - $65MM of non- cash consideration from the NPV of eliminating Marvel’s 5% interest in gross proceeds) and $159MM of incremental cash. It is expected to increase SPE income by $3MM and decrease cash by $11MM in FYE13 and decrease income by $13MM and cash by $25MM in FYE14. For approval purposes we have assumed this could generate $280MM of gross cash consideration assuming 3 Spider-Man films are released ($175MM cash at close plus $105MM of per film payments (3x$35MM). Total consideration would be greater if additional films are released. Contacts NameJim UnderwoodDivisionSony Pictures Entertainment Tel310-244-3987Fax310-244-0484e-mail jim_underwood@spe.sony.com Investment Committee Application (for asset sale, business transfer incl. stock sale) No. Contact: Investment Committee Secretariat Tel. +81-3-6748-2307 (Ext.9-308-2307) e-mail. gh-keiki-toushi@jp.sony.com