1. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT CONFIDENTIAL Spider-Man Merchandising Business Update April 2010

2. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 1 Executive Summary Strategic Considerations Valuation Negotiating Timeline

3. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 2 Disney/Marvel may have an interest in acquiring SPE’s Spider-Man merchandise participations; interest is likely greater if deal reduces SPE’s protective restrictions Valuation of SPE’s stake, without a deal or a deal premium, ranges from $300-$400MM, including both risk and upside potential –Upside would be driven by Disney’s ability to grow the franchise, particularly internationally –Risk is inherent in a reboot of the Spider-Man film franchise and competitive risks, including Disney’s exploitation of other characters A transaction could include a Sony-specific premium beyond our base case (Disney’s bid for Marvel included a 30% acquisition premium) but likely requires ceding protections and potentially selling SPE’s full share A deal must weigh the economic benefit of ceding protections vs. incremental risks to promotional value; incremental risks appear limited given Marvel’s current control of retail and Disney’s financial incentives Executive Summary

4. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 3 Executive Summary Strategic Considerations Valuation Negotiating Timeline

5. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 4 SPE / Marvel Relationship Sony derives significant cash flow and promotional benefits from Spider-Man merchandising, however Marvel controls the majority of merchandising and sales activities –Marvel leads all functions for Classic merchandise –Marvel leads sales activities to licensees for Film merchandise Value of SPE’s interest depends on the risk that Marvel (and now Disney) deemphasize the property and the potential that Disney/Marvel drive growth Disney/Marvel has the ability to emphasize their characters at the expense of Spider-Man without acquiring additional controls, but appears unlikely to do so –To-date, Marvel has used their control to drive the majority of their profits and build Spider-Man into a consistent top 5 brand, top 3 amongst boys –Disney has strong financial incentives to support Spider-Man and this incentive increases if they buy-out SPE’s interest Disney/Marvel could emphasize Classic merchandise over Film merchandise –SPE’s current protections (“Black-out” window and control of retail promotion) still depends on Disney/Marvel to sign-up Film merchandise licensees –These protections have historically been a source of friction and may drive a deal premium if lifted Conversely, the strategic and financial importance of Spider-Man to Disney, imply they have greater incentives to drive growth than to deemphasize the brand

6. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL 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 business to justify the Marvel acquisition price –Substantial piece of Marvel’s current business (65% of overall EBITDA, 59% of total licensing EBITDA) –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 –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 –52/48 domestic/international split vs. 40/60 for Disney CP –Eliminate 25% commissions through shift from international agents to Disney sales force Disney has significant incentives to continue to support the Spider-Man merchandising business

7. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 6 The Spider-Man merchandising business accounts for a majority of both Marvel’s licensing and overall profits Note:* S-M Merchandising numbers based on SPE internal data. (1) MVL Total EBITDA defined as EBITDA less SPE’s share of film merchandising. MVL recognizes SPE share as minority interest, whereas other studios' shares of license royalty income is recorded within SG&A expense. (2) S-M Studio Licensing 2007-09 Avg. EBITDA estimated at [$10.0MM] per SPE Finance. (3) Assumes S-M publishing is 50% of Total Publishing or $23.2MM. 2007-09 MVL Avg. EBITDA (1) $260.9 MVL 2007-09 Avg. Licensing EBITDA Mix (2) MVL 2007-09 Avg. Total EBITDA Mix (2,3) S-M Merch. & Film Participations Other Licensing Total S-M Business Other FINALIZING DATA S-M - MVL Share of S-M Merch. EBITDA Post Audit, $131.1 S-M Publishing, $23.2 Other, ($26.8) S-M Film Participations, $0.7 Total S-M Licensing, $131.8 Total S-M, $155.0 Other Licensing, $70.2 Other Publishing, $23.2 Film Production, $39.2

8. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 7 Executive Summary Strategic Considerations Valuation Negotiating Timeline

9. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT The question becomes how much control we would cede and how much premium we would receive A deal at $300-$400 M is inline with what we would receive without a deal and avoids downside risk SPE Share of Spider-Man Merch Rights Valuation Source:SPCP and CorpDev analysis. Note:DCF based on perpetuity growth rate of 2.0%, discount rate of 9.0% 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. page 8 Assumptions Scenarios No Deal; S-M4 Underperforms No Deal; No Disney Uplift No Deal; Disney Performs Internationally & Other Increases* Deal; No Control Prem., Uplift for Int’l Commissions Deal; Control Prem. for Retail & No Classic Black-Out Window All values down 10% Int’l 60% of revs DIS parks $188k/yr DIS stores $160k/yr DIS online $153k/yr ?Comm. 25% of int’l Current base case Int’l 48% of revs -$32 +$102 +$34 ?

10. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Upside Potential and Negotiating Position Source:SEC filings and CorpDev analysis. Note:* Multiples based off LTM EBITDA for entertainment, CP, licensing, and publishing comparables ** Multiples based off trailing 3-yr. avg. Marvel EBITDA ($273.1MM) less trailing 3-yr. avg. SPE share of film merchandising ($12.2MM) or $260.9MM page 9 Comparable Company Multiples* Marvel Pre-Deal Trading Multiple** Disney/Marvel Bid Multiple** Disney/Marvel Acquisition Multiple** +31% +30% +8.1% Driver of Premium Disney control + synergies Disney stock price run-up Superior growth prospects for all Marvel properties SPE will argue that it merits a portion of this premium

11. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Sony Gives (Key Controls) Sale of 100% of our S-M merchandising participation –Enables Disney to take an agency commission on international Increase Marvel control of retail promotion for Film merchandise Ease and/or lift Classic “Black- out” window Ease or lift certain food category constraints Drivers of Sony Specific Premium page 10 SPE’s ability to secure a control premium will depend on our willingness to cede key controls Below is a preliminary recommendation By giving up additional protection specific to our interest, we may argue for a Sony-specific premium Sony AsksOff the Table Receive payment for auditIncreased SPE commitment to release new films (potentially tied to upside participation only) Increase Marvel participation in Spider-Man films

12. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 11 Impact of Ceding Protections Easing the “black-out” window and shifting control of retail promotions for Film merchandise creates risk that Disney/Marvel emphasize “Classic” over “Film” However, Disney has incentives to continue to drive sales of “Film” merchandise –Retailers will seek film-related merchandise to meet customer demand and draft of film marketing To the extent there is an increased emphasis on Classic, there may be limited impact on upcoming Spider-Man films –On a practical basis, the black-out provision has been loosely enforced to-date without notable negative impact to films –Black-out could be eased rather than lifted, ensuring some minimum percentage of square feet dedicated to Film –Spider-Man will still have a significant retail presence, including promotional value provided by Classic merchandise

13. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT The risk from decreased emphasis on Film merchandise appears limited page 12 $600.0--$131.1-- $593.5- 1%$128.3($2.8) $588.0- 2%$125.5($5.7) $581.5- 3%$122.8($8.3) $576.0- 4%$120.0($11.1) $569.5- 5%$117.4($13.8) Global Box Office % Decline in Global Box Office Resulting GP Decrease in GP The risk of decreased box office due to a shift in focus from Film merchandising to Classic merchandising appears limited –Disney has incentives to maintain a large Spider-Man presence –If there is some shift from Film to Classic, promotional value still exists If a shift results in a global box office decline, each 1% decline translates to roughly $2-$3MM decrease in Ultimate GP (compared to the potential for a 20-30% premium on a $300-$400MM deal) FINALIZING DATA

14. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 13 Executive Summary Strategic Considerations Valuation Negotiating Timeline

15. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Key DatesNegotiating Milestones May 7, 2010Iron Man 2 released May 14, 2010Both parties exchange audit reports Jul 13, 2010 Each side responds to the other side’s audit report Aug 24, 2010End of audit report negotiation period ~Sep 30, 2010 (1) Disney fiscal year end TBD 2010 Hearing date for audit claims (at least 30- days after Aug 24; could occur on Oct 2011 or later) Mar 31, 2011Sony fiscal year end Jun 20, 2011 Estimated date for hearing on non-audit claims Negotiating Milestones Commence discussion late May Agree on common base of financials in June Trade on key terms (Jul, Aug, Sep) Target completion prior to arbitration ruling (Sep/Oct+; may depend on whether Disney desires to complete in their fiscal year end) Source:SPE Legal. Note:(1) Disney’s fiscal year ended on October 3 in 2009 September 27 in 2008, and September 29 in 2007. page 14

16. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 15 Initial Contact –Interplay between Ike Perlmutter and Bob Iger Tone of Initial Conversation –Driven by current animosity and implication that Marvel appears to want SPE out –Start with the premise that we seek to better monetize for both Ongoing Negotiations –Is Disney willing to pay a premium for control –Ike will clearly be involved, need to monitor his motivations Personal desire to “fix” the last deal vs. opportunity to utilize “Disney’s money” to secure what he wants –Disney corporate used as a counter-point for SPE Corporate Development to ensure “rational” negotiations –What role does Andy Mooney play in negotiations Negotiating Considerations

17. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 16 Determine in more detail if key controls can be modified rather than eliminated Refine approach to negotiating strategy Preview findings with key constituents [discuss] Broader meeting on April 27, 2010 Next Steps

18. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT CONFIDENTIAL APPENDIX A Summary of Marvel Deal page 17

19. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Disney / Marvel Deal Summary Source:SEC filings and SPE CorpDev analysis. Note:(1) Adjusted EBITDA defined as Total EBITDA less SPE share of film merchandising page 18 Transaction AnalysisI. Perlmutter Considerations Based on public filings, it appears that Perlmutter has an employment contract with an estimated $19.4MM cash severance paid on early termination (within 12 months following the closing date) No reported earn-out structure from merger documents or news runs At Disney, Perlmutter will be the most senior executive running the licensing and publishing businesses but not the film production business Received approximately $1.6BN in stock and cash from the transaction

20. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 19 Disney / Marvel Deal Mechanics Deal Mechanics Fixed Exchange Ratio & Ownership Split with No Cap Note:(1) Disney share price x exchange ratio (2) If the stock consideration falls below 40% of the total consideration, the following adjustment will be made: for each 0.0001 increase to the exchange ratio that is made, the amount of cash paid per share of Marvel common stock will be reduced by the product of 0.0001 multiplied by the average of $26.84 and the closing date price (3) Marvel shares outstanding x exchange ratio Disney’s stock price rose between bid and close; thus the value delivered to Marvel shareholders rose as Disney’s stock price rose between bid and close

21. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT CONFIDENTIAL APPENDIX B Additional Detail page 20

22. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Source:SEC filings and Wall Street research. Valuation of SPE Share of Merchandising Business: Comparable Company Analysis Comparable Company Analysis page 21

23. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Gain If Sold at New Values page 22 Source:MPG. PARTIAL SALE FULL SALE Sale Value ($ mil)$150$175$200$225 $300$350$400 FY Gross Profit$127$150TBD $266$315TBD Amortization Rate16%15%TBD 11%10%TBD FINALIZING DATA

24. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL 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 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 23 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

25. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT SPE Share of Worldwide Spider-Man Merchandising Revenue: Historical Performance (FY02-FY10) Source:SPCP, SPE Legal and SPE CorpDev analysis. Notes:1. Marvel paid on Nov. to Nov. qtr. calendar schedule; these calendar pmts. were shifted back by 1-mo. to estimate qtr. allocations to the traditional and fiscal calendars. 2. Current audit includes multi-character advance claim of $27 M + other claims of $550 K from FY05-FY09. 3. FY09 spike is due to Marvel having received a large advance for its renewal of the Hasbro license. page 24

26. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT SPE Share of Worldwide Spider-Man Merchandising Revenue: Projected Performance (FY11-FY20) Source:SPCP, SPE Legal and SPE CorpDev analysis. Notes:1. Marvel paid on Nov. to Nov. qtr. calendar schedule; these calendar pmts. were shifted back by 1-mo. to estimate qtr. allocations to the traditional and fiscal calendars. 2. Current audit includes multi-character advance claim of $27 M + other claims of $550 K from FY05-FY09. 3. FY09 spike is due to Marvel having received a large advance for its renewal of the Hasbro license. page 25

27. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Valuation Expectations – Post-Audit Numbers Before Premium+PremiumAfter Premium ScenariosValueMultiple*Value RangeMultiple* Deal; No Control Premium, Uplift for Int’l Commissions $444.510.2x$555.6$577.9 12.7x - 13.2x Min. Acceptable RangeFocus of Negotiations No Deal; Disney Performs Internationally & Other Increases* $410.89.4x$513.5$534.0 11.7x - 12.2x No Deal; No Disney Uplift $310.97.1x$388.6$404.2 8.9x - 9.2x No Deal; S-M4 Underperforms $279.86.4x$349.8$363.7 8.0x - 8.3x 25% - 30% page 26 Note:* Trailing calendarized 3-yr avg. SPE share of merchandising revenues (post audit) = $43.7MM However, SPE’s initial negotiating position will be for the 15.9x DIS/MVL multiple at close

28. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Valuation Expectations – Pre-Audit Numbers Before Premium+PremiumAfter Premium ScenariosValueMultipleValue RangeMultiple Deal; No Control Premium, Uplift for Int’l Commissions $444.512.1x$555.6$577.9 15.1x- 15.7x Min. Acceptable RangeFocus of Negotiations No Deal; Disney Performs Internationally & Other Increases* $410.811.1x$513.5$534.0 13.9x- 14.5x No Deal; No Disney Uplift $310.98.4x$388.6$404.2 10.5x- 11.0x No Deal; S-M4 Underperforms $279.87.6x$349.8$363.7 9.5x- 9.9x 25% - 30% page 27 Note:* Trailing calendarized 3-yr avg. SPE share of merchandising revenues (pre-audit) = $36.9MM However, SPE’s initial negotiating position will be for the 15.9x DIS/MVL multiple at close

29. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Spider-Man 3 Lifetime Film Revenues by Category Source:SPCP and SPE CorpDev analysis. page 28

30. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Spider-Man 3 Lifetime Implied Classic Revenues by Category Source:SPCP and SPE CorpDev analysis. Note:Assumed Classic merch has similar dynamic to Film merch. page 29

31. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 30 SPE Will Seek to Secure Certain Benefits in the Negotiation Resolve Audit Seek full payment for our claim Claim estimated at $42-$45MM

32. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 31 Maximizing Valuation Likely Requires SPE to Cede Key Controls; Although We Should Hold These Back Until Later in Negotiation % of Sony Stake Sold100% sale is likely required to drive full valuation Disney Leads Retail Sales Allow Disney increased control of retail promotions relating specifically to Film merchandising (Sony would retain right to promote Films at retail independent of Film merchandising) Discuss whether specific protections would be needed (e.g., minimum square footage) Modify or lift “Black- out” on Classic Merchandise At a minimum, expect this will need to be eased to secure a control premium Discuss whether it can be lifted entirely or if some alternate, softer protection is needed and workable Disney as International Sales Agent 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 Increased Flexibility for Retail around Food Certain food categories are held back today and may be eased Given increased regulation, this may be of little value to Disney/Marvel

33. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 32 Disney May Seek Other Commitments Which SPE is Unlikely to Provide Commitment to Release Films Cannot tie base compensation to release of films; delays gain recognition Argue this type of commitment is not necessary; existing contract requires Sony to release films regularly or we lose rights If anything, tie this specifically to upside participation (e.g., increased compensation if films are released more frequently and perform at Box) Increase Disney/Marvel Participation in Films Argue that compensation Marvel receives today is sufficient