1. DRAFT ATTORNEY-CLIENT PRIVILEGED SPE-Marvel Spider-Man Relationship: Restructuring and Monetization of Merchandise Interest Deal Overview July 2011

2. DRAFT ATTORNEY-CLIENT PRIVILEGED page 1 SPE seeks approval to divest its interest in Spider-Man merchandise, eliminate Marvel’s interest in Spider- Man films, restructure, and improve its operating relationship with Marvel SPE’s participation in Spider-Man merchandise has been lucrative but has risks and challenges –SPE’s role in merchandise is largely passive –SPE’s relationship with Marvel has come with friction, audits, and litigation –Future prospects for Spider-Man merchandise are uncertain given current competitive environment Following Disney’s acquisition, Marvel has proven willing to “buy back” interests in key Marvel properties, creating an opportunity to monetize and restructure our Spider-Man relationship –Marvel paid $115MM to buy-back distribution rights on The Avengers and Iron Man from Paramount –Marvel approached SPE to discuss a buyout of its merchandise interest Agreement on financial terms and term-sheet-level agreement on operating relationship have been reached –Economics guarantee a minimum of $175MM and future payments of up to $35MM per film would bring total payments in-line with historical peak levels –Deal generates incremental income of approximately $215MM in FYE12 –Both parties would be given greater leeway to operate independently Executive Summary

3. DRAFT ATTORNEY-CLIENT PRIVILEGED page 2 Spider-Man films are core to SPE. But current rights include constraints which SPE is able to loosen as part of this deal –SPE first obtained rights to the Spider-Man franchise in 1999 –To retain these rights, SPE must release films no less frequently than every 5 years and 9 months (1) –SPE’s creative choices are limited and films are subject to rules on “costumes, powers, and origin story” –If Marvel does not believe SPE’s films conform to these rules, they may seek to enjoin release of the film Film Operating Relationship Relationship Overview Marvel is willing to pay an attractive valuation for an income stream that is complex and volatile –SPE has a 25% interest in Spider-Man merchandise, which it does not control –SPE’s interest fluctuates with the release of films, popularity of Spider-Man, and competition –Marvel has a 5% interest in Spider-Man films –Both interests are the subject of frequent disputes and audits Economics SPE’s role in merchandise is limited and includes constraints that Marvel requires be loosened as part of the deal –Marvel performs all functions for Classic merchandise and licensing sales for Film merchandise –SPE only leads retail marketing and promotion for Film merchandise –Marvel is limited in the look of its film-related merchandise, in its ability to sell “non-film” merchandise at certain times, and in the categories in which it licenses merchandise Merchandise Operating Relationship (1)Subject to rights payments being made 9 months after prior film and principal photography starting three years after rights payment is made.

4. DRAFT ATTORNEY-CLIENT PRIVILEGED page 3 The Revised Operating Structure Would Create Benefits for Both Parties SPE would gain greater leeway to produce, release and promote films –Marvel’s approval over film creative aspects would be eliminated in exchange for unambiguous guidelines –Marvel ability to seek to enjoin films for not “conforming” becomes very narrow –Characters granted to SPE will be clarified –Window between film releases would be extended after each trilogy –SPE’s promotional window would be extended to 12 months before and 12 months after the film (from 12 months prior and 7 months after) Marvel would gain increased leadership at retail, benefitting the Spider-Man brand and Marvel’s other properties –Merchandise not required to conform to look of film –“Non-film” merchandise can continue to be sold around the time of the film –Marvel would lead retail discussions, including on “Film” merchandise –Marvel could license in some categories previously exclusive to SPE Disputes would be resolved and relationship would be simplified, creating benefits for SPE, SONY overall, and Marvel –Simple payment scheme eliminates future audits –All current arbitrations and audits would be dropped

5. ATTORNEY-CLIENT PRIVILEGED Existing Financial Relationship 25% 5% Marvel pays SPE 25% of all Spider-Man merchandise revenue SPE pays Marvel 5% of Gross Proceeds (1) from Spider-Man films The above results in an average annual net positive participation to SPE (1)Gross film revenue (includes only 30% of video revenue) less MPAA dues, theatrical checking/collection costs, foreign withholding, taxes and residuals. page 4

6. ATTORNEY-CLIENT PRIVILEGED page 5 S-M 1S-M 2S-M 3 SPE Historical Net Participations (SPE’s 25% Spider-Man Merchandise Participation Net of Marvel’s 5% Film Participation) ($Millions) Net proceeds to SPE will fluctuate based on strength / frequency of film releases and market factors Source:SPCP, SPE Legal and SPE CorpDev analysis. Note:Excludes audit adjustments.

7. DRAFT ATTORNEY-CLIENT PRIVILEGED page 6 Total Spider-Man Merchandise Revenue SPE Net Participations: Future Outlook is Uncertain Uplift driven by Disney consumer products infrastructure following Disney’s acquisition of Marvel –Disney brought Spider-Man international sales efforts in- house, eliminating commissions previously paid to third parties –Disney may expand international sales –Disney may sell Spider-Man merchandise in Disney-owned stores Risk that future Spider-Man films are less popular than prior Spider-Man films, which included 3 of the 4 highest grossing superhero movies of all time Increased competition in marketplace from other superheroes (e.g., Captain America, Thor, Iron-Man, The Avengers, X-Men, Green Lantern, Batman, Superman) Potential Growth Drivers Potential Decline Risks

8. DRAFT ATTORNEY-CLIENT PRIVILEGED page 7 Deal Structure Nominal Value of Cash Payments to SPE Payment to SPE at Close Contingent Payments to SPE $175MM Payment of up to $35MM to SPE per film release, pro-rated from $0 to $1B of WWBO Cap of $130MM in cumulative per film payments per decade In light of uncertain future participations, deal includes: –Upfront payment to SPE that provides a floor and mitigates risk of future decline –Additional future payments that pay SPE at Spider-Man 3 peak levels if film performance is sustained Marvel’s 5% film participation would be eliminated SPE’s 25% merchandise participation would be eliminated SPE would receive a payment at closing and additional payments tied to the release of each film

9. DRAFT ATTORNEY-CLIENT PRIVILEGED page 8 Valuation Considerations Third party valuation shows deal is attractive across a range of scenarios Valuation represents the NPV of SPE’s cash flow associated with Spider-Man merchandise net of any payments to Marvel for film participations Low Case Starts at $600 and declines Decreases due to competitive pressure $225$152 Base Case Ranges from $600 to $900 and declines Similar to history$225 - $254$174 - $214 High Case Starts at $900 and declines Grows due to Disney uplift $254$280 Scenario Key Assumptions DealNo Deal NPV ($Millions) Note: Forecasts include assumptions on the frequency and probability of releasing additional pictures, as well as growth or decline in merchandise sales. Discount rate of 11.5%; no assumption of perpetuity or final year exit. Note: Worldwide box office grosses for Spider-Man 1, 2, and 3 were $822MM, $784MM, and $891MM, respectively and averaged $832MM. Houlihan Lokey Analysis Box OfficeMerchandise

10. DRAFT ATTORNEY-CLIENT PRIVILEGED page 9 Preliminary Estimate for FYE12 Incremental Income ($Millions) Final calculation of incremental income is dependent on review by PwC (1)Income generated via the creation of a prepaid film participation asset. This $55MM to $65MM prepaid asset is amortized as films are released. If films are not released, total asset value would need to be written off. Up-front consideration$175 Plus: Fair value of Marvel’s film participation (1) + $55to$65 Sub-Total$230to$240 Less: Amortization – ($15)to($10) Increase in Income from Deal$215$230 Less: Decrease in Income (Foregone EBIT) – ($5) Estimated Incremental Income$210$225 LowHigh

11. DRAFT ATTORNEY-CLIENT PRIVILEGED page 10 Deal Impact on SPE Financials During MRP Period (1)Assumes annual CP net revenues of $20MM, $45MM and $30MM and amortization rates of 56%, 47% and 47% in FYE12, FYE13 and FYE14, respectively. (2)Contingent film payments assume worldwide box office performance at $600MM. Below reflects the EBIT and cash impact for the MRP period only

12. DRAFT ATTORNEY-CLIENT PRIVILEGED page 11 Next Steps GEC review July 26 Completion of long-form Execution (subject to GEC approval)

13. APPENDIX

14. DRAFT ATTORNEY-CLIENT PRIVILEGED page 13 Superhero Films – Highest WWBO Gross Source: Box Office Mojo. ($Millions)

15. DRAFT ATTORNEY-CLIENT PRIVILEGED page 14 Historical Net Participations to SPE Source:SPCP, SPE Legal and SPE CorpDev analysis. S-M 1S-M 2S-M 3 SPE and Marvel Historical Spider-Man Participations ($MM, excl. Audit Adjustments) $3.1$6.3$25.0$7.2$20.2$27.1$29.0$30.4$18.7 Net to SPE

16. DRAFT ATTORNEY-CLIENT PRIVILEGED page 15 Deal Dynamic – For Illustrative Purposes Only As an illustrative example, if 3 films were to be released in each of CY2012, CY2014, and CY2017 with WWBO of $600MM and: –With a deal, payment were to follow the payment scheme described on the previous page –Without a deal, net participation payments were to be in line with history (simplifying assumption) Payments for CY2012 through CY2017 would be as illustrated below –Note: payments would continue into future years under both the "deal" and "no deal" scenarios if additional films continued to be released ($Millions)

17. DRAFT ATTORNEY-CLIENT PRIVILEGED page 16 Valuation Methodology In order to compare the lifetime value of payments under both the "deal" and "no deal" scenarios, a third party valuation firm, Houlihan Lokey, was hired Valuation is based on a range of potential future cash flows with and without a “deal” –"Deal" cash flows are based on the upfront payment of $175MM plus "per film" payments of up to $35MM –"No deal" cash flows are based on continuing annual payments for both SPE's and Marvel's participations Under both the "deal" and "no deal" scenarios, SPE's continued receipt of payments requires the continued release of films –Analysis includes estimates for the probability of releasing up to 20 total films, in-line with "Bond," the longest running film franchise –For modeling purposes, the next film, The Amazing Spider-Man, is assumed to have a 100% chance of being released, likelihood of releasing each additional film declines by approximately 5% Under the "deal" scenario –Variations in "deal" scenario value are driven by illustrative variations in box office levels for SPE's "per film" payments –"Deal" scenario analysis includes a range of box office estimates Under the "no deal" scenario –Variations in "no deal" value are driven by both variations in box office levels (for Marvel's participation) and variation in merchandise sales (for SPE's participation) –"No deal" scenario analysis includes the same range of box office estimates used in the "deal" scenario –"No deal" scenario analysis also includes a range of merchandise performance

18. DRAFT ATTORNEY-CLIENT PRIVILEGED Explanation of Key Valuation Drivers Note: Analysis assumes 11.5% discount rate and 3% rate of inflation where applicable. Key DriversDescription # / Frequency of Future Films Films released every 2, 3 and 5 years consistent with history (except as noted in “worst case” scenario) Release of future films probability-weighted Future Film Box Office Range Performance ranges from low of $400MM to high of $900MM % Change in Merchandise Sales with Decreases in Box Office in Downside Risk Cases Discount to merchandise sales related to film box office under-performance relative to box office for Spider-Man 3 –0% correlation implies merchandise not impacted by box office decline –50% correlation implies if Spider-Man 4 box office is 50% of Spider- Man 3 merchandise declines 25% % Growth in Merchandise Highest Cases Disney uplift includes both international expansion and elimination of international commissions that ranges from 0% to 25% phased in with the release of the next three films % Decline in Merchandise Downside Risk Cases Discount for competition in marketplace from other superheroes and risk associated with rebooting franchise ranges from 0% to 10% page 17

19. DRAFT ATTORNEY-CLIENT PRIVILEGED Key Valuation Drivers by Valuation Scenario Key DriversLow CaseBase CaseHigh Case # / Frequency of Future Films 2 / 3 / 5 Probability of Releasing a Film The probability for future film releases in the Low, Base, and High Cases generally decreases by 5% with each film from a high of 100% for Spider-Man 4 (e.g., S-M 7 at 75%, S-M 8 at 70%) Future Film Box Office Range Starts at $600MM and declines Ranges from $600MM to $900MM and declines Starts at $900MM and declines % Correlation in Merchandise Sales with Decrease in Box Office in Downside Risk Cases 50%50% when box office is below $600MM; 0% when box office is above $600MM 0% % Growth in Merchandise From Disney Uplift 5%N/A (flat)5%, 15%, 25% (phased in) % Decline in Merchandise From Competition (10%)N/A (flat)N/A (grows) page 18