CONFIDENTIAL

SPE Monetization Opportunities

April 2010

page 2page 2page 2page 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 Merchandise will 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 Games 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 Library could 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 GSN could 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 FilmFlex likely 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 America would decrease our visibility into a large and strategically important region and eliminate key voting protections for our basic channels

– We have had in-bound interest in Imageworks and 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 3

Potential Monetization Summary

($ in Millions)

Revenue EBIT EBIT Cash

Spider-Man Merchandise

25% of merchandise net revenue

31 31~300 - 400

(value for SPE's entire 25% stake)

SPE full exit NA ~267 - 364 ~300 - 400

20% SPE56.3% E. Murdoch23.7% Other

469 41~450

(less net debt, equity value~300)

SPE full exit 53 ~851 + 9MM

note

Wheel of Fortune Games

of Chance100% SPE 25 20 100+

Sell rights in perpetuity to IGT; Potentially low likliehood that IGT would be in position (or agree) to buy

0 100+ 100+

Music Publishing

100% SPE 17 14 ~126 - 154 SPE full exit NA ~95 - 116 ~126 - 154

35% SPE65% DirecTV

218 52 ~780 SPE full exit 74 ~200 ~270

50% SPE50% Disney

50 3 ~20 - 25 SPE full exit 8 ~2 - 4 ~10 - 13

8.2% SPE80% HBO11.8% Ole

333 38 950 Excerise option on remaining stake 24 38 62

100% SPE 182 9 ~51 - 66 SPE full exit 6 ~46 - 61 ~51 - 66

100% SPE 212 ($30) NASPA slate financing - partner to finance 50% current SPA titles

NA NA Up to 130

(a) Entity figures may differ from SPE figures due to fiscalization of amounts

Potential Transaction Book Value

Potential SPE Financial Benefit

Entity SPE Ownership Stake

FY10/CY09

at 100%(a)Rough

Enterprise Valuation

(100%)

page 4

Low Med High

Sale Value ($ mil) $300 $350 $400

FY GP $267 $315 $364

Amortization Rate 11.1% 10.0% 9.0%

Full Sale

Spider-Man Merchandise Revenue

SPE Participation in S-M Merchandise Revenue

Description SPE 25% share in Spider-Man merchandise revenue

FY08E FY09E FY10E FY11P FY12P

SPE EBIT* $50.4MM $50.2MM $31.2MM $30.0MM $36.8MM

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

page 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

• Revised offer from Shine for $51MM in cash at close, $4MM payable in December 2010 and $5MM payable in December 2011, plus 3% warrants (strike price based on current valuation)

Valuation Basis

• DCF analysis based on terminal multiple of 5.8 EBITDA and 10% discount rate

• Implied multiple of 0.9x FY10E revenue and 10.2x FY10E EBITDA

Shine

DescriptionLeading UK production super-indie with ownership of Reveille in U.S. and Metronome in Scandinavia

Equity Ownership

20% SPE; 53% Elizabeth Murdoch; 27% other

CY09A CY10E CY11E CY12E

Revenue(100%) $469MM $532MM $592MM $642MM

EBIT (100%) $41MM $41MM $55MM $64MM

SPE EBIT $6MM $5MM $7MM $9MM

Shine

Enterprise Value $457.5Less: Debt ($154.6)Equity Value $302.9SPE % 20.0%Cash to SPE $60.6SPE Basis (est. June 30 2010) $52.9EBIT Gain/(Loss) $7.6

page 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)

Music Publishing

DescriptionWholly owned music publishing entity with music rights to current and previous SPE television and film properties

Equity Ownership 100% SPE

FY07 FY08 FY09 FY10

Revenue (100%) $17MM $18MM $17MM $17MM

Less: Participations ($3MM) ($3MM) ($3MM) ($3MM)

SPE EBIT* $14MM $14MM $14MM $14MM

Low Med HighRevenue (5-yr Historical Average) $17 $17 $17Less: Participations (20%) ($3) ($3) ($3)

Operating Income $14 $14 $14

Multiple 9.0x 10.0x 11.0x

Enterprise Value $126 $140 $154

Less: Amortization (20 - 30%) ($32) ($35) ($39)

EBIT/ Gain (Loss)* $95 $105 $116

Music Publishing

*Numbers may not foot due to rounding1) Music Revenues are after Sony/ATV’s 10% administration fee

page 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

GSN

DescriptionCable network with a primary programming focus on game show content with distribution to over 66MM homes

Equity Ownership

35% SPE; 65% DirecTV

CY07A CY08A CY09A CY10E* CY11E* CY12E*

Revenue (100%) $126M $134M $218M $231M $261M $292M

EBIT (100%) (1) $26.7M $47.4M $51.5M $65.5M $83.4M $108.0M

SPE EBIT $13.8M $19.9M $20.8M $22.9M $29.2M $37.8M

* Includes pro forma acquisition of CPM Star and Mesmo (base case)(1) CY07 and CY08 EBIT is before audit adjustments

GSN

Enterprise Value $780

Less Debt $0

Equity Vale $780

SPE % 35%

Cash to SPE $273

SPE Basis ($74)

EBIT Gain/(Loss) $199

page 8

FilmFlex

FilmFlex

Description UK VOD service on Virgin Media

Equity Ownership

50% SPE; 50% Disney

FY08A FY09A FY10E FY11E FY12E

Revenue(100%) $56MM $49MM $50MM $58MM $64.5MM

EBIT (100%) $5.3MM $5.5MM $2.6MM $5.1MM $5.4MM

SPE EBIT $1.9MM $2.3MM $1.3MM $2.2MM $2.4MM

NOTE: projections do not include potential expansion to broadband and new territories

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

• Terminal multiple of 4-6x assumes carriage is likely renewed; expected enterprise value of $20-25MM implies a ~5 - 6.5x trailing EBITDA multiple

– Potential upside as possibility for international expansion becomes more certain ($30-40MM enterprise value)

• 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)

Low Medium High

Enterprise Value $20 $23 $25

Less Debt $0 $0 $0

Equity Vale $20 $23 $25

SPE % 50% 50% 50%

Cash to SPE $10 $11 $13

SPE Basis ($8) ($8) ($8)

EBIT Gain/(Loss) $1.8 $3.1 $4.3

FilmFlex

page 9

HBO Latin America

HBO Latin America

DescriptionPrograms, operates, and distributes HBO and Cinemax channels across Latin America

Equity Ownership

8.2% SPE, 11.8% Ole Communications, 80% TWE

FY09A FY10A FY11E FY12E

Revenue(100%) $328MM $333MM $374MM $408MM

EBIT (100%) $51.9MM $38.1MM $54.2MM $72.6MM

SPE EBIT (1) $17.7MM $12.9MM $1.4MM $TBDMM

(1) FY10 includes SPE share up through 3/9/10; following the transaction, SPE’s share of distributions will be accounted for as Other Income (above EBIT); FY11 based on SPE’s share of an estimated $17.1MM in dividends; no forecast for FY12

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

21.2% Equity Put on Remaining($000s) & Voting Rights 8.2% Equity Stake TOTAL

Cash Proceeds $217.0 $62.3 $279.3Additional Consideration (Put Option) $15.3 $15.3Total Consideration $232.3 $62.3 $294.6

Book Value of Investment Sold $30.8 $8.9 $39.7Book Value of Put Option Exercised $15.3 $15.3Total Book Value $30.8 $24.2 $55.0

Estimated Gain $201.5 $38.1 $239.6

page 101) 3-yr forward average includes FY11, FY12 and FY132) 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 liquidatedpage 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:

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

Image works

DescriptionState-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

Low Med HighEBITDA (3-yr Forward Average)1 $10.9 $10.9 $10.9Multiple 4.7x 5.4x 6.1x

Enterprise Value $51 $59 $66

Debt $0.0 $0.0 $0.0

Equity Value $51 $59 $66SPE % 100% 100% 100%

Cash to SPE $51 $59 $66SPE Basis2

$6 $6 $6EBIT/Gain (Loss) $46 $53 $61

Imageworks