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 Next Steps Completion of long-form Execution (subject to GEC approval)

12. APPENDIX

13. DRAFT ATTORNEY-CLIENT PRIVILEGED page 12 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