SPE Monetization Opportunities April 2010 CONFIDENTIAL DRAFT Executive

SPE Monetization Opportunities April 2010 CONFIDENTIAL DRAFT Executive

SPE Monetization Opportunities April 2010 CONFIDENTIAL DRAFT Executive Summary SPE has identified several monetization opportunities (in addition to those identified by SPT) of strategic and non-strategic assets across multiple divisions Sale of SPEs interest in Spider-Man merchandising is currently being reviewed for divestiture Valuations included here are before a deal premium, which may require us to cede some protections back to Disney / Marvel Sale of our entire stake could yield $300 to $400MM in cash and a gain of $266 to TBD Sale of half our stake could yield $150 to $200MM in cash and a gain of $127 to TBD, but deal is less likely to be of interest to Disney/Marvel We have had in-bound interest for the purchase of Imageworks and Sony Pictures Animation, however we need to determine whether the financial benefits merit the strategic risk of selling these assets Both assets were valued in 2007; valuations need to be updated in more detail but are assumed to have declined at least as much as the overall market A sale of Imageworks could yield $51 to $66MM in cash and a gain of $46 to $66MM A sale of SPA could yield $213 to $268MM in cash and a gain of $75 to $130MM We are also revisiting a monetization of our Music Publishing library, which was reviewed previously Analysis to date is preliminary as we have not engaged legal or music publishing teams, which had concerns when the sale was last reviewed in 2005 Sony/ATV may be interested in the asset, which may not achieve a gain on a consolidated Sony Group basis Rough valuation implies sale worth $125MM to $150MM and yield a gain of roughly $95 to $115MM DRAFT page 2 DRAFT Potential Valuations Opportunity SPE Interest FY10 - SPE Financial Impact Revenue 25% of merch Spider-Man Merchandise net revenue $31 EBIT $31 Rough Valuation of SPE Stake Potential Transaction Book Value Potential SPE Financial Benefit EBIT Cash SPE full exit NA $266 - TBD $300 - TBD SPE partial exit

NA $127 - TBD $150 - TBD $46 to $61 $300 - $400 Imageworks 100% $182 $9 $51 - $66 SPE full exit $6 Sony Pictures Animation 100% $212 ($30) $218 - $273 SPE full exit $138 $75 - $130 $213 - $268 Music Publishing 100% $17 $14 $126 - $154 SPE full exit NA $95 - $116 $126 - $154 DRAFT $51 - $66 page 3 DRAFT Spider-Man Merchandise Revenue Key Considerations Sale makes sense if valuation captures expected SPE participation and promo value not impacted Expected SPE participation has intl uplift potential from shift to Disney control and downturn risk from S-M4 delay and reboot SPE Participation in S-M Merchandise Revenue Description SPE EBIT* SPE 25% share in Spider-Man merchandise revenue FY08E FY09E FY10E FY11P FY12P $50.4MM $50.2MM $31.2MM

$30.0MM $36.8MM Sale of expected SPE participation plus SPE retail controls could capture shares of both Disney intl uplift plus premium paid for Marvel acquisition Sale of controls presents minor risk to promo value but Disney has strong incentives to maintain support Completed episodes of S-M animated series could be added to deal to close or potentially extract minor increase in valuation Valuation Basis Low case assumes future cash flows in-line with historical average, excluding Disney uplift Partial Sale Full Sale Sale Value ($ mil) $150 $175 $200 $300 $350 $400 FY GP $127 $150 TBD $266 $315 TBD Amortization Rate 15.6% 14.5% TBD 11.1% 10.0% TBD High case assumes future cash flows include uplift from Disney Intl sales and other outlets and elimination of 3rd party agency fees DRAFT page 4 DRAFT Imageworks Imageworks Key Considerations Imageworks is the sole, low cost supplier of FX and animation to SPA and Columbia However, the visual effects business is low margin, highly competitive, and labor intensive, and Imageworks is only breakeven on standalone basis Valuation Basis Description State-of-the-art visual effects and character animation company majority owned and operated by SPE Equity Ownership 100% SPE FY09A FY10E

FY11E FY12E Revenue(100%) $137MM $182MM $155MM $155MM EBIT (100%) ($40MM) $9MM $1MM $0MM EBITDA (100%) ($26MM) $21MM $13MM $10MM SPE EBIT ($38MM) $8MM $1MM $0MM Adjusted 2007 HL valuation down in 2 ways: o Adjusted mkt multiples down 21% for S&P 500 decline since July 2007 o 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 EBITDA (3-yr Forward Average) Multiple Enterprise Value Low $10.9 4.7x $51 Imageworks Med $10.9 5.4x $59 High $10.9 6.1x $66 Debt Equity Value SPE % Cash to SPE 2 SPE Basis EBIT/Gain (Loss) $0.0 $51 100% $51 $6 $46 $0.0 $59 100%

$59 $6 $53 $0.0 $66 100% $66 $6 $61 1 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 page 5 DRAFT Sony Pictures Animation Key Considerations Sony Pictures Animation SPEs presence in critical family segment Recent success at the box office with Cloudy Description Wholly owned animation studio with synergistic ties to Imageworks and Columbia Pictures However, forecasted to be significantly unprofitable over the MRP period Equity Ownership 100% SPE Valuation Basis 2007 HL valuation estimated a range of $280 mil to $350 mil, but is clearly outdated HL projected FY10 EBITDA profit; FY10 was actually a loss FY09A FY10E FY11E FY12E Revenue(100%) $104MM $212MM $89MM $451MM EBIT (100%) $12MM ($30MM) $7MM ($84MM) SPE EBIT $12MM ($30MM) $7MM ($84MM) Current 3-yr forward avg EBITDA is also a loss Preliminary adjustments for competing factors implies value is likely down Cloudy and Hotel T are estimated to have a 35% greater box office performance then Open Season and Surfs up

S&P 500 down 22% since July 2007 Animation previously forecasted to be EBITDA positive (July 2007), while it is currently expected to be EBITDA negative 1) S&P 500 declined 22% from July 2007 to April 10, 2010 2007 HL Enterprise Value 1 Less: S&P 500 Market Decline (22%) Revised Enterprise Value Low $280 ($62) $218 SPA Med $315 ($69) $246 Debt Equity Value SPE % Cash to SPE SPE Basis EBIT/Gain (Loss) $5 $213 100% $213 $138 $75 $5 $241 100% $241 $138 $103 High $350 ($77) $273 $5 $268 100% $268 $138 $130 page 6 DRAFT Music Publishing Background Transaction was last reviewed in detail in 2005; will need to engage with Legal to more accurately update the current stateof-play Music Publishing Description Wholly owned music publishing entity with music rights to current and previous SPE television and film properties Equity Ownership 100% SPE 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 between $95MM and $115MM Industry multiples as of 2005-2006 have approached 15x, but we adjust downward for the 20+% decrease in the overall market

FY07 FY08 FY09 FY10 Revenue (100%) $17MM $18MM $17MM $17MM Less: Participations ($3MM) ($3MM) ($3MM) ($3MM) SPE EBIT* $14MM $14MM $14MM $14MM Revenue (5-yr Historical Average) Less: Participations (20%) Operating Income Music Publishing Low Med High $17 $17 $17 ($3) ($3) ($3) $14 $14 $14 Multiple Enterprise Value 9.0x $126 10.0x $140 11.0x $154 Less: Amortization (20 - 30%) EBIT/ Gain (Loss)* ($32) $95 ($35) $105 ($39) $116 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 page 7

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