SPE Monetization Opportunities April 2010

1. SPE Monetization Opportunities April 2010 DRAFT CONFIDENTIAL

2. Executive Summary • SPE is currently in the process of pursuing the sale of two assets • Discussions for a potential sale of SPE’s participation in Spider-Man Merchandisewill begin in late May • We are in active discussions for the sale of SPE’s interest in Shine • There may be an opportunity to pursue two additional opportunities, subject to resolving issues • SPT is defining a process to determine IGT’s interest in extending their Wheel of Fortune Game of Chance rights into perpetuity; however we do not know IGT’s current interest or wherewithal for the deal • A sale of SPE’s Music Publishing Librarycould yield a significant gain for SPE but would need to address potential concerns by SPE Legal and may not yield a Sony Corporate gain if sold to Sony ATV • A sale of our remaining interest in GSNcould yield a significant gain, but timing is out of our control • Other opportunities have been identified but are on hold as we explore the above deals • A sale of FilmFlexlikely requires renewal of Virgin deal and further expansion to attract buyers (which may delay a deal beyond the current fiscal year) and the asset has some ongoing strategic value • Exercising our put option for our remaining interest in HBO Latin Americawould decrease our visibility into a large and strategically important region • We have had in-bound interest in Imageworksand could seek financing for SPA films simultaneously • Financial benefits of an Imageworks sale may not merit the strategic risk of selling these assets • SPA financing would have cash benefit in the year, but no EBIT benefit until release page 1 page 1 page 1 DRAFT DRAFT

3. Potential Monetization Summary DRAFT

4. Spider-Man Merchandise Revenue • Key Considerations • Sale makes sense if valuation captures potential upside driven by Disney without impacting promotional benefits to our films • Adjusting SPE retail controls could capture a premium • Completed episodes of S-M animated series could be added to deal to close or potentially extract minor increase in valuation • Valuation Basis • Low case assumes future cash flows in-line with historical average, excluding Disney uplift • High case assumes future cash flows include uplift from Disney Int’l sales and other outlets and elimination of 3rd party agency fees DRAFT

5. Shine • Key Considerations • To date, Shine has been unable to find a buyer for SPE’s stake at the minimum price of $73.5MM agreed upon in March 2009 • SPE is in the process of negotiating a revised offer with Shine at a valuation range of $50MM–$60MM with potential upside • Valuation Basis • DCF analysis based on terminal value range of 5x–7x EBITDA and 10% discount rate • Implied multiple of 0.8x-1.0x FY10E revenue and 9.1x-11.3x EBITDA DRAFT

6. Music Publishing • Background • Transaction was last reviewed in detail in 2005; will need to engage with Legal to more accurately update the current state-of-play • As of 2005, Library included over 300,000 music cues and 9,000 songs • SPE had a worldwide publishing administration agreement with Sony/ATV Music Publishing which was set to expire at the end of 2006 but we believe was renewed • Concerns as of 2005 • Legal expressed concerns relating to risk that buyer restricts SPE's future access to the content for our own productions and does not provide accurate accountings (jeopardizing relationships with profit participants) • Sony ATV may have concerns if the asset is sold to a 3rd party • Valuation Basis • Limited comparable data is available, but assuming a 10x multiple, a transaction would yield a gain of between $95MM and $115MM • Evergreen Publishing rumored to be paying 9x-13x for small deals, depending on assets in the library • When Columbia last sold its music library, the buyer paid a multiple of 10.5x, although this is a very dated comp (1988) *Numbers may not foot due to rounding 1) Music Revenues are after Sony/ATV’s 10% administration fee DRAFT

7. GSN • Key Considerations • Sizeable divestiture; sale of our 35% stake could generate ~$270MM of cash and ~$200MM in EBIT • May be difficult to entice DirecTV to acquire in the near-term • Buy/sell or put/call provisions are not triggered until December 2011 • Valuation Basis • Value estimate based on recent transaction values, may be at high-end of range • GSN valued at $600MM • FUN valued at $180MM • Implied combined value of $780MM * Includes pro forma acquisition of CPM Star and Mesmo (base case) (1) CY07 and CY08 EBIT is before audit adjustments DRAFT

8. FilmFlex • Key Considerations • 2 years remaining on carriage agreement with Virgin; currently negotiating renewal (which appears likely) • If renewal is successful, Filmflex has growth potential through expanding to broadband and new territories which would significantly enhance valuation if sale can be delayed • Without renewal venture to end in 3 years, with incentive for partners to cut costs and maximize value of remaining cash flow stream • No obvious potential buyer – Disney has no desire to buy up and sale to Virgin would not generate attractive valuation • Valuation Basis • If assume projected expansion into new territories and platforms as well as terminal value of 6-8x based on long term growth, estimated value $30-$40MM (implied current EBITDA multiples of 7-10x) • If assume carriage is not renewed (i.e. no terminal value or expansion potential), expected enterprise valuation of ~$10MM implying ~2-3x EBITDA • Note: SPE and Disney bought ODG's share in 2008, at implied enterprise valuation of ~$40MM (excluding part of consideration paid in lieu of future dividends DRAFT

9. HBO Latin America • Key Considerations • SPE closed the sale of a 21.2% equity stake and certain voting rights in HBO Latin America Group (LAG) to Time Warner Entertainment (TWE) in March 2010 • Transaction based on a 100% valuation of $950MM • Generated cash of $217MM and gain of $201MM • SPE has a put option for the remaining 8.2% equity stake, exercisable with 4 months prior notice • Ownership interest provides visibility into a key region for the Networks’ business along with voting protections for our basic channels • If put exercised, SPE’s distribution agreements would be extended 5 years from the put date with a further 5 year extension at SPE’s option • Valuation Basis • Put contractually valued at $62.3MM and would generate an estimated gain of $38MM • Valuation based on 8.2% equity stake x $950MM valuation less $15.6MM already received for voting interest) • Value would escalate 5% per year for 5 years • After 5 years, put valued at 6.6% of Fair Market Value • Gain would deduct remaining book value from equity interest sold plus the book value recorded on put option DRAFT

10. Imageworks • Key Considerations • Imageworks is the sole low cost supplier of FX and animation to SPA and Columbia and may be viewed as a strategic necessity • However, the visual effects business is low margin, highly competitive, and labor intensive, and Imageworks is only breakeven on standalone basis • Valuation Basis • Adjusted 2007 HL valuation down in 2 ways: • Adjusted mkt multiples down 21% for S&P 500 decline since July 2007 • Adjusted 3-yr forward avg EBITDA down from $11.7 mil to $10.9 mil for slight decline in Imageworks performance since 2007 • Results in ~$50-$65 mil valuation vs. ~$70- $90 mil HL valuation in 2007 page 9 1) 3-yr forward average includes FY11, FY12 and FY13 2) Assumes SPE's basis is after deducting $1.8MM for Frameflow's 25% non-controlling interest in Imageworks India.  Need to validate that Frameflow's stake would remain intact as part of the sale and not be liquidated