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 Sale makes sense only if promo value to films protected and price at fair valuation Disney has strong incentives to support Spider-Man merchandising and is unlikely to destroy promo value Fair valuation is between NPV of current SPE base case projections which assume no Disney uplift –While biz can expect uplift from base due to Disney, material chance for downturn due to S-M4 delay and reboot –Valuation above base would allow SPE to share in uplift –However base is win should downturn from S-M4 materialize We should expect ultimate valuation between base at $TBD mil and Disney uplift case of $TBD mil –Benefit to Disney predominantly financial and driven by how much of uplift they can capture –However, we’ll argue that we should share in uplift due to merch biz impact on Marvel int’l growth, a primary driver of uplift We may be able to sell control rights for incremental value beyond payment for rev share, with no material impact on promo value –Control of retail promo for estimated $TBD mil incremental value –Lift of blackout on Classic for estimated $TBD mil incremental value We recommend SPE make initial offer for sale price equal to $TBD mil, based on Marvel acquisition multiple –Lead offer based on rationale that won’t get us thrown out of room –Leaves massive room to fall back on acceptable valuation Executive Summary (initial outline form)

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

5. ATTORNEY-CLIENT PRIVILEGED DRAFT page 4 A deal must capture a portion of the upside Disney will create without risking the promotional value merchandising provides Spider-Man films In order for Disney to pay SPE for a portion of upside, we likely need to provide increased control, potentially selling-off our full participation 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 However, we believe Disney has greater incentives to expand Spider-Man merchandising which may, in turn, in crease promotional value Strategic Considerations

6. ATTORNEY-CLIENT PRIVILEGED DRAFT page 5 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

7. ATTORNEY-CLIENT PRIVILEGED DRAFT page 6 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

8. ATTORNEY-CLIENT PRIVILEGED DRAFT page 7 Executive Summary Strategic Considerations Deal Structure Valuation Negotiating Strategy Need to agree on this and add narrative

9. ATTORNEY-CLIENT PRIVILEGED DRAFT page 8 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

10. ATTORNEY-CLIENT PRIVILEGED DRAFT page 9 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

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

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

18. 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 17

19. ATTORNEY-CLIENT PRIVILEGED DRAFT CONFIDENTIAL APPENDIX

20. 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 19

21. 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 20

22. 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 21

23. 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 22