Spider-Man Merchandising Business Update April 2010

1. CONFIDENTIAL Spider-Man Merchandising Business Update April 2010

2. Strategic Considerations • Deal Structure • Valuation • Negotiating Strategy

3. Strategic Considerations A sale would have significant financial benefits but only makes sense at an attractive valuation A full valuation would allow SPE to capture full upside value today and avoid risks associated with the franchise aging or reboot underperforming Addresses near-term cash and profit challenges Spider-Man merchandising provides promotional value to the film franchise that would need to be protected Our ability to secure a full value and ongoing promotional benefits depends in large part on Disney’s motivations for the property page 2

4. Disney’s Likely View of the Property Disney needs a Boys Franchise—Disney’s consumer products portfolio is dominated by girls or younger properties. Disney has had little success in building, let alone sustaining, Boys franchises. Disney’s new girl oriented properties are more likely to cannibalize existing franchises than provide Disney with sustainable incremental economics. Building a boys business has been a stated objective for Consumer Products for some time and is the best avenue for growth. Owning a licensing annuity—Spiderman is in the rarefied world of being a classic character. Meaning that it is capable of maintaining consumer relevancy year after year. There are very few properties that have this kind of staying power and can command annual retail shelf space year. Owning an annuity represents consistent earnings, better profitability, retail and licensee leverage. Paying for the Marvel Acquisition—No doubt, that a substantial part of the Performa to justify the acquisition of Marvel, rested on the existing and assumed cash flow from licensing under Disney management. As the movie and Theme Park rights to Spiderman are tied up and the development of new Characters is unknown, the vast majority of value needs to come from the exploitation of Spiderman, particularly in the early years of Disney’s ownership. Disney brings a lot to the table—They have the best retail relationships and can leverage their scale. They have the best international licensing infrastructure and can exploit the opportunity faster and better than anyone. They are well represented in all classifications of merchandise and food, and can use their relationships to better capitalize on those opportunities. We believe Disney has significant incentives and wherewithal to drive value in Spider-Man merchandising, both “Classic” and “Film” • Like the points, will need to streamline • Agree with but took out the “75% or what” point as I think only applies if we don’t sell? page 3

5. Disney Has a Strong Financial Incentive to Manage Spider-Man Well as it Represented Roughly 50% of the Marvel Profit They Paid $4.1BN to Acquire S-M Merch. After Audit as a % of Total S-M Merch. Before Audit as a % of Total 51.3% 45.9% 46.7% 35.6% 56.7% 51.0% 50.7% 42.8% 2007-2009 Marvel EBITDA Performance (1) Legend Total EBITDA S-M Merch. After Audit S-M Merch. Before Audit Source: SEC filings and SPE CorpDev analysis. Note: (1) MVL total EBITDA calculated as EBITDA less minority interest. Sony Pictures' share of royalty income is reflected as minority interest expense rather than SG&A, whereas other studios' shares of license royalty income is recorded within SG&A expense. (2) S-M Merchandising implied from SPE merchandising figures received from SPE CP based on a 75%/25% split. page 4

6. SPE Must Also Reach Internal Consensus on Approach to Other Risks Below is a preliminary recommendation for how best to address potential risks Risks That Cannot or Need Not be Mitigated • Disney has early success with other Marvel Characters • Discuss – takes quite a while to build correct? And we’ll see how much of a push they make on Iron Man before we discuss a sale • There may be times that a Sony release date conflicts with another property and Disney tries to manage the market  (licensee and retailer) to their economic and or long term benefit Is there a way to protect? Minimum sq footage? • Other Disney entertainment, e.g. Television product, diminishes the value of the theatrical or video release Can’t protect can we? And shouldn’t it generally be additive to upcoming interest in the film? That Need to be Addressed Structurally • Disney develops a new look for Spiderman that conflicts with the movie art direction • Disney abuses the blackout periods page 5

7. Strategic Considerations • Deal Structure • Valuation • Negotiating Strategy

8. Disney is Likely to Seek Sources of value Beyond SPE’s share of merchandising revenue Potential Source of Value Risks to Sony Impact on Revenues Importance to Disney page 7

9. Deal Can be Structured to Provide Key Value Drivers While Protecting Sony page 8

10. Strategic Considerations • Deal Structure • Valuation • Negotiating Strategy

11. Valuation Overview [All to be confirmed]: • $500 to $700 – Value based on price Disney paid for Marvel -- multiple may exceed DCFs and be highest possible value / best opening “anchoring” point • $450 to $600 --- Value based on Marvel’s value prior to Sony acquisition; implies value to Disney if they view our piece purely economically without a control premium • $XXX to $XXX – DCF after Disney increases it’s control / adds value • $XXX to $XXX – DCF “as is” before Disney increases it’s control / adds value • $XXX to $XXX – DCF if revenues decline X% (there is no sale and upcoming Spider-Man films underperform, merchandising declines) Reasonable Value is Between “As is” Value and Capturing a Portion of the Potential Upside from Disney

12. Proposed Value: Upside Value Assume Disney Takes Increased Control and Spider-Man Films Perform Well page 11

13. Proposed Value: Downside Value Assume Disney Takes Increased Control but Spider-Man Films Perform Poorly page 12

14. Disney’s acquisition valuation would require significant growth targets to meet typical return expectations Marvel Acquisition Valuations $4,153.0 $2,953.0 Requires 8.8% growth in perpetuity to achieve 15% IRR Requires 6.2% growth in perpetuity to achieve 15% IRR EV/EBITDA Multiple (1) 11.4x 16.1x Source: SEC filings and SPE CorpDev analysis. Note: (1) All multiples calculated using a trailing 3-year average Marvel EBITDA of $258.7MM (see previous page)

15. Valuation of SPE Share of Merchandising Business Source: SEC filings and SPE CorpDev analysis.

16. Valuation of SPE Share of Merchandising Business (cont.) ($ in millions except where otherwise indicated) Source: SEC filings and SPE CorpDev analysis.

17. Strategic Considerations • Deal Structure • Valuation • Negotiating Strategy

18. 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)