HBO Divestiture Opportunity (DRAFT)

September 11, 2009

-- Confidential -- p. 2

Executive Summary

• SPE is revisiting its global channels portfolio and seeking to rebalance the mix towards channels that are majority controlled and consolidated

• There are two primary channel holdings that SPE anticipates recommending we sell to Time Warner, HBO Central Europe (CE) and HBO Latin America, with discussions active on both

• Launch of HBO CE and HBO Latin America as multi-studio JVs was driven by a shared need for a pay outlet in each market that has now been met; operating benefits to SPE’s broader portfolio are expected to be achievable contractually rather than through minority equity stakes

• Sale of each is expected to occur at attractive valuations for the market, and at prices validated by Disney’s exit of each asset

• Proceeds from the sale of these channels would facilitate further investment in our majority owned and operated channel portfolio

-- Confidential -- p. 3

Executive Summary - continued

• As this time, SPE is seeking GEC approval for the sale of our 33% stake in HBO CE

• SPE believes Time Warner’s desire to consolidate HBO CE makes this the right time to monetize our investment, receive cash of $78MM, and recognize a gain of approximately $39MM– Presents an opportunity to exit a minority position at a full valuation– Time Warner is believed to have a “handshake” deal to buy Disney’s 33.3% stake in HBO CE; SPE’s options are

to exit, maintain a minority position with less board leverage, or exercise our preemptive right to buy-up and maintain equal ownership with Time Warner

• Transaction would be structured to protect SPE’s ongoing operating relationship with HBO in Central Europe

• Sale of our HBO CE stake requires near-term approval and execution to close within FY10 assuming a 4-6 month regulatory review

• SPE anticipates bringing the HBO Latin America sale to the committee in Q4 FY10

-- Confidential -- p. 4

Overview of HBO Investments

Overview

Ownership

SPERelationship

• Programs, operates, and distributes HBO and Cinemax channels across Central Europe

• Programs, operates, and distributes HBO and Cinemax channels across Latin and South America

• 33.3% SPE• 33.3% Time Warner• 33.3% Disney

• 29.4% SPE• 58.8% Time Warner• 11.8% Ole Communications(note: Disney sold 29.4% stake to TW in 12/08)

• Distributes and provides services for SPE channels in region

• Licenses content from SPE

• Distributes and provides services for SPE channels in region

• Licenses content from SPE• SPE provides ad sales for HBO &

Cinemax channels in Brazil

-- Confidential -- p. 5

Additional HBO CE Background

Overview

Financial Highlights

SPERelationship

• Leading premium movie service in Central Europe• Operates in 12 countries with over 2.1MM paying subscribers• Operates and distributes 13 SD and 3 HD channels under the HBO and

Cinemax brands

• SPT has invested $25.7MM and received $41MM(1) in dividends to-date (additional $1.1MM in dividends anticipated in Sept/Oct 2009 and another special dividend to be negotiated)

• Channel has enjoyed double-digit revenue and EBIT growth over last 5 years• Management is forecasting $21MM in Operating Income for CY09 on $110MM

in revenue• Go-forward estimates assume continued growth in core business driven by

strong demand for U.S. content in the region

• HBO CE distributes 4 SPE channel brands (AXN, AXN SciFi, AXN Crime, and Animax) in Central Europe

– Provides network operations and sales/marketing services– Channels reach 14MM households regionally

• HBO CE licenses approximately $7-8MM annually from SPE

[DRAFT]

(1) Includes $26MM dividend associated with sale of Spektrum

-- Confidential -- p. 6

HBO CE: Gain, Cash, and Ongoing EBIT Impact

• Time Warner is believed to have a hand-shake deal to acquire Disney’s 33.3% stake in HBO CE on a $235MM valuation

• Sale of our HBO CE stake at this valuation would generate a gain of roughly $39MM and cash of $78MM in FY10

Valuation Consideration Gain & Cash Consideration

EBIT Impact

(1) Excludes potential benefit of special dividend; HBO CE will dividend excess cash of ~$10-20MM ($3-7MM to SPE) prior to close(2) FY09 EBIT from operations of $37.9MM includes $26.3MM in dividends from the sale of Spektrum(3) FY10 EBIT impact assumes a December 31, 2009 close

[DRAFT]

($MM) FY09 (2) FY10 (3) FY11 FY12

No Sale $37.9 $6.0 $5.6 $5.8

If SoldOperations $37.9 $5.0 $0.0 $0.0

Sale Proceeds (1) $0.0 $39.4 $0.0 $0.0Total $37.9 $44.4 $0.0 $0.0

Variance $0.0 $38.4 ($5.6) ($5.8)

Based on Current Company Forecast

($MM) HBO CE

Valuation $235.0

SPE Interest Sold 33%

Cash Proceeds from Sale $78.3

Book Value of Amount Sold $38.8 (1)

Gain $39.4

-- Confidential -- p. 7

HBO CE Historical Returns

A sale of our HBO CE stake at the proposed valuation will provide an attractive return

[DRAFT]

($MM)

Acquisition of Equity by SPE ($21.7)(FY98 - FY10)

SPE Share of Operational Funding ($4.1)(FY99 - FY01)

Total Dividends Received by SPE $42.5 (1),(2)

(FY00 - FY10)

Sale to Time Warner $78.0(FY10)

Net Cash as of Close of Sale $94.8

IRR 17%

(1) Includes $26MM in dividends from the sale of Spektrum(2) Excludes potential benefit of special dividend; HBO CE will dividend ~$10-20MM of cash ($3-7MM to SPE) prior to close

-- Confidential -- p. 8

Protection of Ongoing HBO CE Relationships

Relationship• HBO distributes SPE channels in region

• HBO licenses ~$7MM of content from SPE annually

Key protections include:

• Extend our distribution services agreement (currently through 4/1/10) by up to 8 years at our option

• Extend existing license agreements by up to 6 years at our option

Protections

[DRAFT]

-- Confidential -- p. 9

Preview of HBO Latin America Sale Opportunity

• HBO Latin America negotiations are in earlier stages; agreement on terms is expected to require 60-90 days

• We are weighing selling our entire 29.4% stake or selling down to a 10% stake• Sale could generate $130-$200MM in proceeds and $108-163MM of gain

Relationship

• HBO distributes SPE channels in region

• HBO licenses ~$40MM of content from SPE annually

• SPE provides ad sales for HBO channels in Brazil

Potential Protections

• If SPE retains an ownership interest

– Retain board seat with decreased governance

– Receive a put on remaining stake

• If SPE sells entire stake

– SPE will have a long-term contractual relationship for HBO to distribute our channels

Cash and Gain Structural Considerations

($MM) Retain 10% Full Sale

Valuation $680 $680

SPE Interest Sold 19.4% 29.4%

Proceeds from Sale $132 $200

Book Value of Amount Sold $24 $37

Gain $108 $163

[DRAFT]

-- Confidential -- p. 10

Next Steps

• Secure GEC approval

• Sign definitive agreements by mid October

• 4-6 month regulatory approval process

• Close in February or March 2010, depending on regulatory approvals

• Finalize negotiation of key terms in late November

• Present to GEC for approval in December

• Sign and close by end of December

[DRAFT]

-- Confidential -- p. 11

Appendix

[DRAFT]

-- Confidential -- p. 12

HBO CE P&L [DRAFT]

Values in USD $000s BudgetActuals Reforecast Management Forecast

2005 2006 2007 2008 2009 2010 2011 2012 2013

Net Revenue $70,048 $78,956 $96,131 $117,909 $109,082 $120,466 $127,139 $132,505 $138,302Y/Y Growth 11% 13% 22% 23% -7% 10% 6% 4% 4%

ExpensesProgramming License Fees (21,831) (22,942) (25,855) (30,772) (39,688) (39,858) (42,754) (45,733) (48,020) Other Programming (4,228) (3,721) (4,690) (6,121) (5,944) (6,980) (7,344) (7,725) (8,124) Sales & Marketing (5,811) (8,499) (9,963) (9,271) (8,837) (10,739) (11,265) (11,189) (11,664) Network Operations (9,028) (8,707) (9,904) (10,647) (9,064) (8,985) (9,584) (9,837) (10,011) G&A / Staff (9,572) (8,785) (10,799) (12,925) (10,285) (13,768) (14,450) (15,167) (15,919) Other Expenses (1,591) (774) (813) (532) (718) (1,302) (890) (930) (1,422) Total Operating Expenses (52,060) (53,427) (62,024) (70,268) (74,535) (81,631) (86,287) (90,581) (95,161)

EBITDA $17,987 $25,529 $34,107 $47,640 $34,548 $38,834 $40,852 $41,924 $43,141Operating Margin 26% 32% 35% 40% 32% 32% 32% 32% 31%

Depreciation (1,173) (922) (1,094) (1,345) (1,134) (1,549) (1,854) (1,783) (1,783)

EBIT $16,814 $24,606 $33,013 $46,295 $33,414 $37,285 $38,998 $40,141 $41,359

Corporate Allocation (10,650) (11,393) (14,655) (16,545) (12,096) (16,153) (16,961) (16,961) (16,961)

Operating Profit (Loss) 6,164 13,213 18,358 29,750 21,318 21,132 22,037 23,181 24,398

Additional Items (1) (171) (1,598) (1,897) 80,515 (3,240) (4,298) (4,520) (4,674) (4,746)

Net Income (Loss) $5,993 $11,615 $16,461 $110,266 $18,078 $16,833 $17,517 $18,506 $19,651

(1) 2008 Additional Items includes $80.5MM for the sale of Spektrum.(2) Decline in CY09 revenues attributed to loss of operating revenue from Spektrum and weakening of local currencies against the USD

-- Confidential -- p. 13

HBO CE Valuation

Preliminary DCF implies $235MM is an attractive valuation

HBO CE multiples are in-line or above multiples on Disney’s sale of its HBO Latin America stake

(1) DCF valuation assumes 8X terminal multiple applied to 2013 adjusted EBITDA of $26.2MM (EBITDA less corporate allocations).(2) At close HBO CE will have cash of roughly $20MM. As this is considered the necessary working capital it is not added back to the valuation.(3) Implied HBO CE multiples based on adjusted EBITDA (EBITDA less corporate allocations).

[DRAFT]

Values in $MM

Forecast

2010 2011 2012 2013

Operating Cash Flow $15.9 $15.3 $18.0 $19.0

Terminal Value at 8X (1) - - - $209.4

Total $15.9 $15.3 $18.0 $228.4

NPV at 10% DR $196.6

ADD: Excess Cash (2) $0.0

Enterprise Value $196.6

Terminal Multiiple

$197 7X 8X 9X 10X9.0% $184.6 $203.2 $221.7 $240.3

Discount 10.0% $178.7 $196.6 $214.5 $232.4Rate 11.0% $173.1 $190.3 $207.6 $224.8

12.0% $167.7 $184.3 $201.0 $217.6

HBO Latin America Multiples Implied HBO CE Multiples

Valuation as of Prior Current Prior CurrentDisney Sale (2007) (2008) Valuation (2008) (2009)

$680.0 $235.0

Revenue 2.1X 1.9X 2.0X 2.2XEBITDA (3) 8.1X 7.4X 7.6X 10.5X