1. INVESTMENT COMMITTEE REVIEW: HBO Latin America Divestiture Opportunity January 22, 2010 [DRAFT]

2. -- Confidential --p. 2 Executive Summary Proposed Matters to be Deliberated for CFO Approval SPE is seeking approval to complete the sale of 21.2% of HBO Latin America Group (HBO LAG) and certain voting rights to Time Warner Entertainment and enter into a put agreement for the 8.2% of HBO LAG retained by SPE after this transaction –SPE believes Time Warner’s desire to consolidate HBO LAG makes this the right time to monetize –Transaction is being structured to ensure Time Warner bears any regulatory risk –SPE distribution and content license relationships will continue to be protected contractually and through SPE’s retention of voting rights relating to distribution matters –While SPE holds the 8.2% equity stake, it will retain a board seat to provide ongoing visibility into a key region Transaction meets the conditions set forth under the delegation of approval to the CFO granted in October 2009 –Transaction will be made at a 100% valuation of $950MM, exceeding the $680MM valuation floor that was a condition of the delegation of approval to the CFO –SPE will retain a board seat in conjunction with the 8.2% equity stake of HBO LAG being retained Background SPE is revisiting its global channels portfolio and seeking to rebalance the mix towards channels that are majority owned & operated As part of this portfolio review, SPE identified an opportunity to monetize all of our 33.3% stake in HBO Central Europe (HBO CE) and all or a portion of our 29.4% stake in HBO LAG HBO CE transaction is fully executed and is expected to close in January or February following the completion of regulatory review in Romania

3. -- Confidential --p. 3 Background HBO LAG and Proposed Transaction Background on HBO LAG Background on Transaction / Rationale Programs, operates, and distributes HBO and Cinemax channels across Latin & South America Owned by Time Warner (58.8%), SPE (29.4%) and Ole Communications (11.8%) Has a significant operational and financial relationship with SPE –HBO LAG distributes and provides services for SPE channels in the region (SET / AXN / Animax) –SPE licenses $40-50MM of content annually to HBO LAG –SPE provides ad sales for HBO and Cinemax channels in Brazil Time Warner Entertainment (TWE) has been actively seeking opportunities to increase its ownership in HBO global channels with the goal of full consolidation –Purchased SPE and Universal’s stake in HBO Asia in CY08 –Acquired Disney’s 29.4% stake in HBO LAG in CY08 –Signed definitive documents to acquire SPE and Disney’s share in HBO CE (expected to close Q4 FYE10) TWE’s strong desire to consolidate allows SPE to: –Immediately monetize a significant portion of our HBO LAG stake at an attractive valuation (above the valuation range identified by our advisor) –Retain a stake for continued visibility into the region and an opportunity to benefit from any further increases in valuation

4. -- Confidential --p. 4 Summary of Deal Structure and Material Terms SPE Sells 21.2% Equity Interest and Certain Voting Rights TWE will acquire a 21.2% interest in HBO LAG from SPE for $201.4MM (100% valuation of $950MM) TWE will acquire certain voting rights (including hiring/firing CEO and budgetary approvals) relating to the transferred equity for $15.6MM SPE will retain 8.2% equity interest and board seat with minority protections TWE will bear regulatory risk If TWE acquires Ole Communications’ equity stake in the next year at a 100% valuation greater than $950MM, SPE’s sale price will be adjusted to reflect the higher valuation SPE Receives a Put on its Remaining Equity Stake SPE will receive a put option on its remaining 8.2% equity stake, exercisable with 4 months notice Put will be valued at $62.3MM (8.2% x $950MM - $15.6MM), escalating 5% per year for 5 years (1) After 5 years, put is valued at 6.6% of Fair Market Value (2) If SPE exercises the put, SPE’s distribution agreement will be extended 5 years from exercise of the put with a further 5 year extension at SPE’s option (1)$62.3MM will be adjusted upward if TWE acquires Ole Communications’ equity stake at a 100% valuation of more than $950MM within the next year (2)6.6% is equivalent to SPE’s 8.2% remaining equity interest less the 1.6% that was implicitly paid for SPE’s voting rights ($15.6MM / $950MM)

5. -- Confidential --p. 5 Transaction will Yield Cash of $217MM and an Estimated Gain of $187MM in FYE 2010 Cash and Gain EBIT Impact

6. -- Confidential --p. 6 $950MM Transaction Value Exceeds Outside Advisor’s Valuation Market Multiples Comparable Transactions (controlling interest) Comparable Transactions (minority interest) Discounted Cash Flow $783 $615 $841 $683 $831 $693 $888 $699 SPE engaged an outside advisor (Houlihan Lokey) to perform an independent valuation of HBO LAG as of October 31, 2009 Houlihan Lokey estimated the 100% value on a non-marketable, minority interest basis to range from $615MM to $888MM (see below) HBO LAG 100% Valuation (non-marketable minority interest) * * Source: Houlihan Lokey, 2009 $950MM transaction value

7. -- Confidential --p. 7 Sale of Our Stake Will Provide an Attractive Return

8. -- Confidential --p. 8 Potential Risks & Mitigations Risks Operational HBO distributes SPE channels in region HBO licenses $40-50MM of content from SPE annually SPE provides ad sales for HBO channels in Brazil Approvals Overall deal requires TWE and Ole Communications approval Transaction requires non-suspensory competition filing in Brazil Mitigations SPE to retain board seat and key minority protections related to our channels as long as SPE holds an equity interest Content license agreement extends through 3/2014, SPE has option to renew for 4 years through 3/2018 Distribution agreement extends through 12/2014 –If put exercised, deal will be extended 5 years from put date with a further 5 year renewal at SPE’s option Ole Communications has an incentive to approve the transaction as it increases their leverage with TWE TWE to assume risk that competition approval is not granted

9. -- Confidential --p. 9 Timing & Next Steps Secure Sony and SPE approvals Secure Ole Communications and TWE approvals Sign definitive documents with TWE and close on the sale of SPE’s 21.2% equity interest and certain SPE voting rights by mid February SPE would return to the CFO for approval should it ultimately decide to exercise the put on its remaining 8.2% equity interest

10. -- Confidential --p. 10 Appendix

11. -- Confidential --p. 11 Historical Equity Build as of 12/31/2009

12. -- Confidential --p. 12 Detailed P&L NOTE: Free cash flow based on net income plus depreciation

13. -- Confidential --p. 13 Details on Independent Valuation

14. -- Confidential --p. 14 Balance Sheet as of 11/30/2009