1. ATTORNEY-CLIENT PRIVILEGED DRAFT CONFIDENTIAL Spider-Man Merchandising Business Update April 2010

2. ATTORNEY-CLIENT PRIVILEGED DRAFT page 1 Executive Summary Strategic Considerations Deal Structure Valuation Negotiating Strategy

3. ATTORNEY-CLIENT PRIVILEGED DRAFT page 2 Deal must work from a financial/valuation standpoint and not jeopardize the promotional value merchandising provides our films Without a deal, the cash flows we derive from Spider-Man merchandising include both upside participation and risk –We will participate in international growth driven by Disney –We will bear risk inherent in a reboot of the Spider-Man film franchise A sale could allow us to be paid for upside today and participate in a control of the control premium Disney was willing to pay for Marvel, but only if we cede key controls and, potentially sell our full share Ceding controls to drive valuations creates some risk to promotional value, but we believe Disney has strong incentives to continue to drive Spider-Man merchandising Executive Summary

4. ATTORNEY-CLIENT PRIVILEGED DRAFT page 3 Executive Summary Strategic Considerations Deal Structure Valuation Negotiating Strategy

5. ATTORNEY-CLIENT PRIVILEGED DRAFT page 4 Sony derives significant promotional benefits from Spider-Man merchandising today While Marvel controls the majority of merchandising sales and activities, we do have protections and controls that Marvel would value, including –Black-out window –Retail controls –Prohibitions on licensing deals in certain food categories Providing Disney increased control creates some risks –Disney succeeds with competing Marvel Characters and emphasized them at the expense of Spider-Man –Sony release dates conflict with Disney properties and Disney tries to manage the market (licensee and retailer) to their economic and or long term benefit –Other Disney entertainment, e.g. Television product, diminishes the value of the theatrical or video release –Disney develops a new look for Spiderman that conflicts with the movie art direction –Disney abuses the blackout periods Sony Control Points Today

6. ATTORNEY-CLIENT PRIVILEGED DRAFT page 5 Without a deal, Sony’s cash flow will be driven by –Steady-state cash flows for roughly $40MM to $50MM per year –Participation in the international revenue growth likely to be driven by Disney –Decreases in the event that Spider-Man 4 under-performs With a deal, additional value would be driven by –Growth in cash flow driven by Elimination of 3 rd party comissions (although we will argue we are already entitled to this today; it becomes certain with a deal) Prohibitions on licensing deals in certain food categories –As they did with their Marvel acquisition, Disney may ascribe a control premium for intangible benefits that may not increase overall cash flow but benefit Disney, including Retail management – gives them greater leverage with retailers Black-outs lifted – Less administrative burden. Eliminate risk to Marvel that we abuse the provision Value Drivers

7. ATTORNEY-CLIENT PRIVILEGED DRAFT page 6 Providing Disney increased control creates some risks –Disney succeeds with competing Marvel Characters and emphasized them at the expense of Spider-Man –Sony release dates conflict with Disney properties and Disney tries to manage the market (licensee and retailer) to their economic and or long term benefit –Other Disney entertainment, e.g. Television product, diminishes the value of the theatrical or video release –Disney develops a new look for Spiderman that conflicts with the movie art direction –Disney abuses the blackout periods Determining whether to cede these controls depends on our confidence that Disney has strong incentives to continue to expand Spider-Man merchandising than Risks to Consider

8. ATTORNEY-CLIENT PRIVILEGED DRAFT page 7 Spider-Man is one of the few evergreen classic properties, similar to Mickey Mouse, that produce year to year benefits and advantage the overall portfolio –Maintains relevancy –Generates profit annuity –Provides retail leverage for the entire portfolio Disney needs to support the Spider-Man merchandise business to justify the Marvel acquisition price –Substantial piece of Marvel’s current business (TBD% of overall EBITDA, TBD% of CP) –Marvel acquisition premium suggests aggressive growth targets –Growth targets unlikely to be achieved without sustaining S-M merchandise business –With untapped international potential, S-M merchandise business is primary target to support growth objectives Spider-Man is critical to Disney’s boys strategy –Growth in boys demo is primary corporate objective for Disney CP –No meaningful boys property in current Disney CP portfolio –Library of boys properties was primary strategic rationale for Marvel acquisition –S-M is considered premier property in boys category with Mickey Mouse-like clout Disney has the opportunity to extract substantial incremental value from the Spider-Man merchandise business through its CP engine, particularly in international regions –50/50 domestic/international split vs. 40/60 for Disney CP –25% uplift through shift from international agents to Disney sales force Disney has significant incentives to continue to support the Spider- Man merchandise business

9. ATTORNEY-CLIENT PRIVILEGED DRAFT page 8 The Spider-Man merchandising business accounts for a majority of both Marvel’s licensing and overall profits Source:SEC filings and SPE CorpDev analysis. Note:* S-M Merchandising numbers based on SPE internal data. (1) MVL recognizes 100% of S-M merchandising revenue. (2) MVL Total EBITDA calculated as EBITDA per filings less $43.7MM of SPE’s share of merch. revenue. MVL recognizes SPE share as minority interest, whereas other studios' shares of license royalty income is recorded within SG&A expense. 2007-09 MVL Avg. Revenue (1) 2007-09 MVL Avg. EBITDA (2) $229.3 $557.7 Total CP Revenue $262.9 S-M Merch. Revenue is 31.3% of Total MVL Revenue Total Licensing EBITDA $170.4 MVL Share of S-M Merch. EBITDA is 57.2% of Total MVL EBITDA S-M Merch. Revenue is 66.5% of Total CP Revenue Total Revenue $557.7 MVL Share of S-M Merch. EBITDA is 76.9% of Licensing EBITDA Total EBITDA $229.3

10. ATTORNEY-CLIENT PRIVILEGED DRAFT page 9 Executive Summary Strategic Considerations Deal Structure Valuation Negotiating Strategy

11. ATTORNEY-CLIENT PRIVILEGED DRAFT page 10 Need to update the groupings / progression to show: DCFs –As is without risk: Historical flows, plus Participate in international lift and Disney stores / parks –As is with risk Above does not happen, revenues decline 10% due to S-M4 risk –“Deal DCF” As is, without risk plus Cash based -- Eliminate commissions; open food categories Intangible -- Premium for retail control and black-out window Comparables –Disney’s own multiple –Other licensing businesses [Paul, ideas besides Toy Co’s] Disney Marvel Deal –Marvel without Premium –Disney/Marvel original bid –Disney/Marvel closing multiple NOTE TO DRAFT

12. ATTORNEY-CLIENT PRIVILEGED DRAFT As its initial negotiation position, SPE will argue that it should participate in the control premium that Disney paid for Marvel Valuation Summary Source:SEC filings and SPE CorpDev analysis. Note:* DCF range based on perpetuity growth rate from 2.0% to 3.0%, discount rate of 9.0% and Disney’s effective tax rate of 36.2%. ** Based on SPE’s 3-year average trailing merch revenue of $44.3 M (after audit). page 11 DCF incl Disney Uplift* 11.4x – 12.2x ** DCF excl Disney Uplift * 7.0x – 7.6x ** SPE Merch Before Audit - $36.9 SPE Merch After Audit - $43.7 DIS Acq. Closing Multiple (12/31/09) DIS Acq. Bid Multiple (8/31/09) MVL Pre-Acq. Multiple (8/28/09) Disney Trading Multiple (4/2/10) Comparable Co. Multiple (4/2/10) Likely Negotiating RangeSPE Initial Negotiating Position 18.1x 16.8x 12.9x 10.1x 7.5x Need to streamline / narrow range

13. ATTORNEY-CLIENT PRIVILEGED DRAFT General Assumptions  Revenues projections equal SPE current base case assuming: S-M 4 performs on par Disney does not get distracted even as Marvel has other properties Spider-Man Merch Rights Valuation: Key Assumptions Source:SPE Consumer Products and SPE CorpDev estimates. General Assumptions  Revenues projections equal SPE current base case + Disney uplift assuming: Domestic vs. international mix shifts from 52/48 to 40/60 (implies 62.5% international growth) International commissions savings: 25% of international gross revenue Incremental revenues from lifting exclusive rights in certain food categories: $250k / year Disney sells S-M merch in Disney parks & resorts: $186k / year Disney sells S-M merch in Disney stores: $160k / year Online sales: $153k / year Revenue Projections including Disney Quantifiable Uplift Revenue Projections excluding Disney Quantifiable Uplift DCF Assumptions  Disney WACC of 9.0%  Disney effective tax rate of 36.2%  Perpetuity growth rate ranges from 2.0% - 3.0%  Terminal year revenue = 5-year average of Spider-Man Film and Classic merch (FY16-FY20) plus other increases DCF Assumptions page 12 DCF Assumptions  Assumes Disney pays a premium (10% of base revenue) to gain control of retail and Classic merch blackout periods Value of Intangible SPE Control Rights

14. ATTORNEY-CLIENT PRIVILEGED DRAFT page 13 Proposed Value: Disney Uplift Value Assuming Disney Takes Increased Control and Spider-Man Films Perform Well ($ in millions) Source:SPE Consumer Products and SPE CorpDev estimates. Note:Value based on 2% perpetuity growth rate, 9% discount rate and Disney’s effective tax rate of 36.2%. * Other increases include Disney selling S-M merch in Disney parks & resorts, in Disney stores, and online sales. Intangibles

15. ATTORNEY-CLIENT PRIVILEGED DRAFT page 14 Proposed Value: Downside Scenario Value Assume Disney Takes Increased Control but Spider-Man Films Perform Poorly ($ in millions) Source:SPE Consumer Products and SPE CorpDev estimates. Note:Value based on 2% perpetuity growth rate, 9% discount rate and Disney’s effective tax rate of 36.2%. * Other increases include Disney selling S-M merch in Disney parks & resorts, in Disney stores, and online sales. Revenues decline 10% Intangibles

16. ATTORNEY-CLIENT PRIVILEGED DRAFT SPE can argue for a significant portion of control premium Disney paid for Marvel, as the S-M merchandise business represents a major share of international growth potential page 15 Disney Rationales for Marvel Acquisition Role of Spider-Man Merchandise Drive international growth, particularly for Marvel licensing business Substantial international growth potential at 50%/50% domestic vs. international split vs. 40%/60% for Disney CP At TBD% of overall Marvel profitability, represents major share of Marvel international growth potential Produce content featuring Marvel characters Indirect impact (promotional value) on success of TV content featuring Spider-Man Disney intent to produce Spider-Man TV content unclear Extend and grow and Marvel properties on new media (video games, Internet, mobile content) Indirect impact (promotional value) on success of new media featuring Spider-Man Disney intent to feature Spider-man on new media is likely Take Marvel film distribution in-house upon expiration of distribution deal with Paramount in (20XX) No impact

17. ATTORNEY-CLIENT PRIVILEGED DRAFT page 16 Executive Summary Strategic Considerations Deal Structure Valuation Negotiating Strategy Need to agree on this and add narrative Change Order, Move this After Valuation

18. ATTORNEY-CLIENT PRIVILEGED DRAFT page 17 Disney is Likely to Seek Sources of value Beyond SPE’s share of merchandising revenue Potential Source of Value Disney leads retail sales Uncertain Creates drafting opportunities for other Disney properties Limited as long as characters are properly represented Incremental food categories Increases Bring existing partners to bear Risk to film promotion partnerships Black-out lifted on Classic Increases Increased flexibility at retail and consistency with partners Risks emphasis on Classic over Film, may dilute promotional value Disney as international sales agent Increases revenue, eliminates 3 rd party fees Leverage existing infrastructure, financial benefits Conflicts if Disney has a competing title Risks to Sony Importance to Disney Impact on Revenues

19. ATTORNEY-CLIENT PRIVILEGED DRAFT page 18 Deal Can be Structured to Provide Key Value Drivers While Protecting Sony % of Sony Stake Sold100% sale is required to drive full valuation Disney leads retail sales Allow Disney to lead but maintain tight control over use of film related characters [Can we seek minimum shelf space dedicated to Film properties?] Incremental food categories [Discuss – what do we need to keep sufficient promotion on Films] Black-out lifted on Classic [Discuss – Does the lift in revenues from consistent in-store presence outweigh the risk to a shift away from film properties? Or do we argue there isn’t real risk, Classic and Film presence is equally powerful for promotion?] Disney as international sales agent Allow. Be clear that waiver of 3 rd party agent fees is only available on Sony’s share in conjunction with a deal and must be factored into valuation

20. ATTORNEY-CLIENT PRIVILEGED DRAFT page 19 Executive Summary Strategic Considerations Deal Structure Valuation Negotiating Strategy

21. ATTORNEY-CLIENT PRIVILEGED DRAFT Negotiating Strategy and Next Steps Paul – Let’s discuss –Initial discussion When (post Iron Man on the assumption sell through is so-so) Who approaches whom initially (Michael with Bob) Stated rationale (“your actions imply you want us out”) Headline terms –100% exit (implies we’ll give up key controls; but don’t state which early) –Some ongoing upside participation –Key inputs into retail promotions but not retail control –“Full” valuation (unlikely to quote number initially, but likely anchor with “at least” the value implied in the Marvel deal) –Resolve open Audit issues –Ongoing discussions Expect Disney will have whom lead (Ike problematic) page 20

22. ATTORNEY-CLIENT PRIVILEGED DRAFT CONFIDENTIAL APPENDIX

23. ATTORNEY-CLIENT PRIVILEGED DRAFT Disney’s acquisition valuation would require significant growth targets to meet typical return expectations Marvel Acquisition Valuations EV/EBITDA Multiple (1) 12.9x18.1x $2,953.0 $4,153.0 Source:SEC filings and SPE CorpDev analysis. Note:(1) All multiples calculated using a trailing 3-year average Marvel EBITDA of $229.3MM Requires 7.2% growth in perpetuity to achieve 15% IRR $3,841.0 Requires 9.0% growth in perpetuity to achieve 15% IRR Requires 9.5% growth in perpetuity to achieve 15% IRR 16.8x page 22

24. ATTORNEY-CLIENT PRIVILEGED DRAFT Valuation of SPE Share of Merchandising Business Pre-Announcement 8/28/09 12.9x multiple At Announcement 8/31/09 16.8x multiple Closing 12/31/09 18.1x multiple SPE Share of Merch. Business Before Audit $474.9$618.2$667.9 SPE Share of Merch. Business After Audit $562.8$732.6$791.5 Source:SEC filings and SPE CorpDev analysis. ($ in millions except where otherwise indicated) page 23

25. ATTORNEY-CLIENT PRIVILEGED DRAFT Valuation of SPE Share of Merchandising Business (cont.) Pre-Announcement 8/28/09 12.9x multiple At Announcement 8/31/09 16.8x multiple Closing 12/31/09 18.1x multiple Before Audit After Audit Before Audit After Audit Before Audit After Audit Marvel's S-M Merch. EBITDA as a % of Total Marvel EBITDA 48.2%57.2%48.2%57.2%48.2%57.2% Enterprise Value$2,953.0 $3,844.1 $4,153.0 Marvel's Implied 75% S-M Value $1,424.8$1,688.3$1,854.7$2,197.8$2,003.8$2,374.4 Implied Full S-M Value$1,899.7$2,251.1$2,473.0$2,930.3$2,671.7$3,165.8 Sony’s Share of S-M Merch. (25%) $474.9$562.8$618.2$732.6$667.9$791.5 Source:SEC filings and SPE CorpDev analysis. ($ in millions except where otherwise indicated) page 24

26. ATTORNEY-CLIENT PRIVILEGED DRAFT Valuation of SPE Share of Merchandising Business – Comparable Company Analysis Comparable Company Analysis Source:SEC filings and Wall Street research. page 25