SUPPLEMENTARY INFORMATION - CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | Overview Set forth below are condensed consolidating financial statements presenting the financial position, results of operations and cash flows of (i) Time Warner Inc. (the “Parent Company”), (ii) Historic TW Inc. (in its own capacity and as successor by merger to Time Warner Companies, Inc.), Home Box Office, Inc., and Turner Broadcasting System, Inc., each a wholly owned subsidiary of the Parent Company (collectively, the “Guarantor Subsidiaries”), on a combined basis, (iii) the direct and indirect non-guarantor subsidiaries of the Parent Company (the “Non-Guarantor Subsidiaries”), on a combined basis, and (iv) the eliminations necessary to arrive at the information for Time Warner Inc. on a consolidated basis. The Guarantor Subsidiaries fully and unconditionally, jointly and severally guarantee securities issued under certain of the Company’s indentures on an unsecured basis. There are no legal or regulatory restrictions on the Parent Company’s ability to obtain funds from any of its wholly owned subsidiaries through dividends, loans or advances. Basis of Presentation In presenting the condensed consolidating financial statements, the equity method of accounting has been applied to (i) the Parent Company’s interests in the Guarantor Subsidiaries and (ii) the Guarantor Subsidiaries’ interests in the Non-Guarantor Subsidiaries, where applicable, even though all such subsidiaries meet the requirements to be consolidated under U.S. generally accepted accounting principles. All intercompany balances and transactions between the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been eliminated, as shown in the column “Eliminations.” The Parent Company’s accounting bases in all subsidiaries, including goodwill and identified intangible assets, have been “pushed down” to the applicable subsidiaries. Corporate overhead expenses have been reflected as expenses of the Parent Company and have not been allocated to the Guarantor Subsidiaries or the Non-Guarantor Subsidiaries. Interest income (expense) is determined based on outstanding debt and the relevant intercompany amounts at the respective subsidiary. All direct and indirect domestic subsidiaries are included in Time Warner Inc.’s consolidated U.S. tax return. In the condensed consolidating financial statements, tax (provision) benefit has been allocated based on each such subsidiary’s relative pretax income to the consolidated pretax income. With respect to the use of certain consolidated tax attributes (principally operating and capital loss carryforwards), such benefits have been allocated to the respective subsidiary that generated the taxable income permitting such use (i.e., pro-rata based on where the income was generated). For example, to the extent a Non-Guarantor Subsidiary generated a gain on the sale of a business for which the Parent Company utilized tax attributes to offset such gain, the tax attribute benefit would be allocated to that Non-Guarantor Subsidiary. Deferred taxes of the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been determined based on the temporary differences between the book and tax basis of the respective assets and liabilities of the applicable entities. Certain transfers of cash between subsidiaries and their parent companies and intercompany dividends are reflected as cash flows from investing and financing activities in the accompanying Condensed Consolidating Statements of Cash Flows. All other intercompany activity is reflected in cash flows from operations. Management believes that the allocations and adjustments noted above are reasonable. However, such allocations and adjustments may not be indicative of the actual amounts that would have been incurred had the Parent Company, Guarantor Subsidiaries and Non-Guarantor Subsidiaries operated independently. Consolidating Balance Sheet December 31, 2015 (millions) . Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated ASSETS Current assets Cash and equivalents $ 976 $ 288 $ 891 $ — $ 2,155 Receivables, net 100 983 6,340 (12 ) 7,411 Inventories — 496 1,263 (6 ) 1,753 Deferred income taxes — — — — — Prepaid expenses and other current assets 494 94 606 — 1,194 Total current assets 1,570 1,861 9,100 (18 ) 12,513 Noncurrent inventories and theatrical film and television production costs — 1,807 5,891 (98 ) 7,600 Investments in amounts due to and from consolidated subsidiaries 46,025 11,146 12,538 (69,709 ) — Investments, including available-for-sale securities 281 389 1,951 (4 ) 2,617 Property, plant and equipment, net 93 372 2,131 — 2,596 Intangible assets subject to amortization, net — — 949 — 949 Intangible assets not subject to amortization — 2,007 5,022 — 7,029 Goodwill — 9,880 17,809 — 27,689 Other assets 406 306 2,396 (253 ) 2,855 Total assets $ 48,375 $ 27,768 $ 57,787 $ (70,082 ) $ 63,848 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 752 $ 982 $ 5,553 $ (99 ) $ 7,188 Deferred revenue — 89 587 (60 ) 616 Debt due within one year 34 159 5 — 198 Total current liabilities 786 1,230 6,145 (159 ) 8,002 Long-term debt 19,719 3,866 9 — 23,594 Deferred income taxes 2,454 2,786 2,069 (4,855 ) 2,454 Deferred revenue — — 358 (6 ) 352 Other noncurrent liabilities 1,797 1,731 3,390 (1,120 ) 5,798 Redeemable noncontrolling interest — — 29 — 29 Equity Due to (from) Time Warner Inc. and subsidiaries — (48,141 ) 3,779 44,362 — Other shareholders’ equity 23,619 66,296 42,008 (108,304 ) 23,619 Total equity 23,619 18,155 45,787 (63,942 ) 23,619 Total liabilities and equity $ 48,375 $ 27,768 $ 57,787 $ (70,082 ) $ 63,848 Consolidating Balance Sheet December 31, 2014 (millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated ASSETS Current assets Cash and equivalents $ 1,623 $ 290 $ 705 $ — $ 2,618 Receivables, net 93 996 6,638 (7 ) 7,720 Inventories — 453 1,247 — 1,700 Deferred income taxes 184 42 7 (49 ) 184 Prepaid expenses and other current assets 360 120 478 — 958 Total current assets 2,260 1,901 9,075 (56 ) 13,180 Noncurrent inventories and theatrical film and television production costs — 1,744 5,182 (85 ) 6,841 Investments in amounts due to and from consolidated subsidiaries 44,407 11,333 12,369 (68,109 ) — Investments, including available-for-sale securities 186 417 1,723 — 2,326 Property, plant and equipment, net 73 377 2,205 — 2,655 Intangible assets subject to amortization, net — — 1,141 — 1,141 Intangible assets not subject to amortization — 2,007 5,025 — 7,032 Goodwill — 9,880 17,685 — 27,565 Other assets 327 145 1,934 — 2,406 Total assets $ 47,253 $ 27,804 $ 56,339 $ (68,250 ) $ 63,146 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 744 $ 953 $ 5,990 $ (180 ) $ 7,507 Deferred revenue — 57 549 (27 ) 579 Debt due within one year 1,100 9 9 — 1,118 Total current liabilities 1,844 1,019 6,548 (207 ) 9,204 Long-term debt 17,006 3,995 262 — 21,263 Deferred income taxes 2,204 2,443 1,840 (4,283 ) 2,204 Deferred revenue — 17 322 (24 ) 315 Other noncurrent liabilities 1,723 1,844 3,179 (1,062 ) 5,684 Equity Due to (from) Time Warner Inc. and subsidiaries — (43,026 ) 6,668 36,358 — Other shareholders’ equity 24,476 61,512 37,520 (99,032 ) 24,476 Total equity 24,476 18,486 44,188 (62,674 ) 24,476 Total liabilities and equity $ 47,253 $ 27,804 $ 56,339 $ (68,250 ) $ 63,146 Consolidating Statement of Operations For The Year Ended December 31, 2015 (millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 7,188 $ 21,805 $ (875 ) $ 28,118 Costs of revenues — (3,488 ) (13,309 ) 643 (16,154 ) Selling, general and administrative (321 ) (1,100 ) (3,626 ) 223 (4,824 ) Amortization of intangible assets — — (189 ) — (189 ) Restructuring and severance costs (4 ) (40 ) (16 ) — (60 ) Asset impairments (15 ) (1 ) (9 ) — (25 ) Gain (loss) on operating assets, net — 2 (3 ) — (1 ) Operating income (340 ) 2,561 4,653 (9 ) 6,865 Equity in pretax income (loss) of consolidated subsidiaries 6,894 4,687 1,912 (13,493 ) — Interest expense, net (990 ) (312 ) 132 7 (1,163 ) Other loss, net (118 ) 20 (156 ) (2 ) (256 ) Income from continuing operations before income taxes 5,446 6,956 6,541 (13,497 ) 5,446 Income tax provision (1,651 ) (2,121 ) (2,046 ) 4,167 (1,651 ) Income from continuing operations 3,795 4,835 4,495 (9,330 ) 3,795 Discontinued operations, net of tax 37 37 37 (74 ) 37 Net income 3,832 4,872 4,532 (9,404 ) 3,832 Less Net loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Net income attributable to Time Warner Inc. shareholders $ 3,833 $ 4,873 $ 4,533 $ (9,406 ) $ 3,833 Comprehensive income 3,550 4,685 4,251 (8,936 ) 3,550 Less Comprehensive loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Comprehensive income attributable to Time Warner Inc. shareholders $ 3,551 $ 4,686 $ 4,252 $ (8,938 ) $ 3,551 Consolidating Statement of Operations For The Year Ended December 31, 2014 (millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 6,820 $ 21,273 $ (734 ) $ 27,359 Costs of revenues — (3,471 ) (13,047 ) 643 (15,875 ) Selling, general and administrative (442 ) (982 ) (3,856 ) 90 (5,190 ) Amortization of intangible assets — — (202 ) — (202 ) Restructuring and severance costs (21 ) (173 ) (318 ) — (512 ) Asset impairments (7 ) (1 ) (61 ) — (69 ) Gain (loss) on operating assets, net — — 464 — 464 Operating income (470 ) 2,193 4,253 (1 ) 5,975 Equity in pretax income (loss) of consolidated subsidiaries 6,131 3,831 1,759 (11,721 ) — Interest expense, net (961 ) (274 ) 57 9 (1,169 ) Other loss, net (21 ) 15 (119 ) (2 ) (127 ) Income from continuing operations before income taxes 4,679 5,765 5,950 (11,715 ) 4,679 Income tax provision (785 ) (1,793 ) (1,736 ) 3,529 (785 ) Income from continuing operations 3,894 3,972 4,214 (8,186 ) 3,894 Discontinued operations, net of tax (67 ) (42 ) (61 ) 103 (67 ) Net income attributable to Time Warner Inc. shareholders $ 3,827 $ 3,930 $ 4,153 $ (8,083 ) $ 3,827 Comprehensive income $ 3,411 $ 3,612 $ 3,890 $ (7,502 ) $ 3,411 Consolidating Statement of Operations For The Year Ended December 31, 2013 (millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 6,380 $ 20,632 $ (551 ) $ 26,461 Costs of revenues — (3,032 ) (12,344 ) 441 (14,935 ) Selling, general and administrative (406 ) (956 ) (3,676 ) 104 (4,934 ) Amortization of intangible assets — — (209 ) — (209 ) Restructuring and severance costs (5 ) (67 ) (111 ) — (183 ) Asset impairments (7 ) — (54 ) — (61 ) Gain (loss) on operating assets, net 8 — 121 — 129 Operating income (410 ) 2,325 4,359 (6 ) 6,268 Equity in pretax income (loss) of consolidated subsidiaries 6,319 4,428 1,664 (12,411 ) — Interest expense, net (885 ) (325 ) 11 10 (1,189 ) Other loss, net (56 ) 1 (57 ) 1 (111 ) Income from continuing operations before income taxes 4,968 6,429 5,977 (12,406 ) 4,968 Income tax provision (1,614 ) (2,095 ) (2,026 ) 4,121 (1,614 ) Income from continuing operations 3,354 4,334 3,951 (8,285 ) 3,354 Discontinued operations, net of tax 337 333 334 (667 ) 337 Net income attributable to Time Warner Inc. shareholders $ 3,691 $ 4,667 $ 4,285 $ (8,952 ) $ 3,691 Comprehensive income 3,828 4,774 4,231 (9,005 ) 3,828 Consolidating Statement of Cash Flows For The Year Ended December 31, 2015 (millions) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Time Warner Consolidated OPERATIONS Net income $ 3,832 $ 4,872 $ 4,532 $ (9,404 ) $ 3,832 Less Discontinued operations, net of tax (37 ) (37 ) (37 ) 74 (37 ) Net income from continuing operations 3,795 4,835 4,495 (9,330 ) 3,795 Adjustments for noncash and nonoperating items: Depreciation and amortization 12 111 558 — 681 Amortization of film and television costs — 2,779 5,280 (29 ) 8,030 Asset impairments 15 1 9 — 25 Gain on investments and other assets, net (3 ) (20 ) (9 ) — (32 ) Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries, net of cash distributions (6,894 ) (4,687 ) (1,912 ) 13,493 — Equity in losses of investee companies, net of cash distributions (2 ) — 158 5 161 Equity-based compensation 35 65 82 — 182 Deferred income taxes 328 330 143 (473 ) 328 Changes in operating assets and liabilities, net of acquisitions 231 (1,111 ) (4,775 ) (3,664 ) (9,319 ) Intercompany — 2,335 (2,335 ) — — Cash provided by operations from continuing operations (2,483 ) 4,638 1,694 2 3,851 INVESTING ACTIVITIES Investments in available-for-sale securities (22 ) — (19 ) — (41 ) Investments and acquisitions, net of cash acquired (43 ) (3 ) (626 ) — (672 ) Capital expenditures (47 ) (78 ) (298 ) — (423 ) Investment proceeds from available-for-sale securities 2 — — — 2 Advances to (from) parent and consolidated subsidiaries 4,788 515 (1 ) (5,302 ) — Other investment proceeds 41 73 27 — 141 Cash provided (used) by investing activities from continuing operations 4,719 507 (917 ) (5,302 ) (993 ) FINANCING ACTIVITIES Borrowings 3,755 — 13 — 3,768 Debt repayments (2,100 ) — (244 ) — (2,344 ) Proceeds from exercise of stock options 165 — — — 165 Excess tax benefit from equity instruments 151 — — — 151 Principal payments on capital leases — (9 ) (2 ) — (11 ) Repurchases of common stock (3,632 ) — — — (3,632 ) Dividends paid (1,150 ) — — — (1,150 ) Other financing activities (78 ) (22 ) (160 ) — (260 ) Change in due to/from parent and investment in segment — (5,116 ) (184 ) 5,300 — Cash used by financing activities from continuing operations (2,889 ) (5,147 ) (577 ) 5,300 (3,313 ) Cash provided (used) by continuing operations (653 ) (2 ) 200 — (455 ) Cash provided (used) by operations from discontinued operations 6 — (14 ) — (8 ) Cash provided (used) by discontinued operations 6 — (14 ) — (8 ) INCREASE (DECREASE) IN CASH AND EQUIVALENTS (647 ) (2 ) 186 — (463 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 1,623 290 705 — 2,618 CASH AND EQUIVALENTS AT END OF PERIOD $ 976 $ 288 $ 891 $ — $ 2,155 Consolidating Statement of Cash Flows For The Year Ended December 31, 2014 (millions) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Time Warner OPERATIONS Net income $ 3,827 $ 3,930 $ 4,153 $ (8,083 ) $ 3,827 Less Discontinued operations, net of tax 67 42 61 (103 ) 67 Net income from continuing operations 3,894 3,972 4,214 (8,186 ) 3,894 Adjustments for noncash and nonoperating items: Depreciation and amortization 17 116 600 — 733 Amortization of film and television costs — 2,747 5,336 (43 ) 8,040 Asset impairments 7 1 61 — 69 Venezuelan foreign currency loss — — 173 — 173 Gain on investments and other assets, net (14 ) (6 ) (444 ) — (464 ) Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries, net of cash distributions (6,131 ) (3,831 ) (1,759 ) 11,721 — Equity in losses of investee companies, net of cash distributions 3 (7 ) 236 — 232 Equity-based compensation 81 63 75 — 219 Deferred income taxes 166 (105 ) (154 ) 259 166 Changes in operating assets and liabilities, net of acquisitions (739 ) (1,016 ) (3,858 ) (3,768 ) (9,381 ) Intercompany — 2,871 (2,871 ) — — Cash provided by operations from continuing operations (2,716 ) 4,805 1,609 (17 ) 3,681 INVESTING ACTIVITIES Investments in available-for-sale securities (5 ) — (25 ) — (30 ) Investments and acquisitions, net of cash acquired (64 ) (2 ) (884 ) — (950 ) Capital expenditures (22 ) (73 ) (379 ) — (474 ) Investment proceeds from available-for-sale securities 13 8 4 — 25 Proceeds from Time Inc. in the Time Separation 590 — 810 — 1,400 Proceeds from the sale of Time Warner Center — — 1,264 — 1,264 Advances to (from) parent and consolidated subsidiaries 6,365 4,464 — (10,829 ) — Other investment proceeds 44 86 35 (17 ) 148 Cash provided (used) by investing activities from continuing operations 6,921 4,483 825 (10,846 ) 1,383 FINANCING ACTIVITIES Borrowings 2,118 — 291 — 2,409 Debt repayments (48 ) — (24 ) — (72 ) Proceeds from exercise of stock options 338 — — — 338 Excess tax benefit from equity instruments 179 — — — 179 Principal payments on capital leases — (10 ) (1 ) — (11 ) Repurchases of common stock (5,504 ) — — — (5,504 ) Dividends paid (1,109 ) — — — (1,109 ) Other financing activities 88 (45 ) (251 ) 35 (173 ) Change in due to/from parent and investment in segment — (9,109 ) (1,719 ) 10,828 — Cash used by financing activities from continuing operations (3,938 ) (9,164 ) (1,704 ) 10,863 (3,943 ) Cash provided (used) by continuing operations 267 124 730 — 1,121 Cash provided (used) by operations from discontinued operations (1 ) — (15 ) — (16 ) Cash used by investing activities from discontinued operations 318 18 (51 ) (336 ) (51 ) Cash used by financing activities from discontinued operations — — (372 ) 336 (36 ) Effect of change in cash and equivalents of discontinued operations — — (87 ) — (87 ) Cash provided (used) by discontinued operations 317 18 (525 ) — (190 ) Effect of Venezuelan exchange rate changes on cash and equivalents — — (129 ) — (129 ) INCREASE (DECREASE) IN CASH AND EQUIVALENTS 584 142 76 — 802 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 1,039 148 629 — 1,816 CASH AND EQUIVALENTS AT END OF PERIOD $ 1,623 $ 290 $ 705 $ — $ 2,618 Consolidating Statement of Cash Flows For The Year Ended December 31, 2013 (millions) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Time Warner OPERATIONS Net income $ 3,691 $ 4,667 $ 4,285 $ (8,952 ) $ 3,691 Less Discontinued operations, net of tax (337 ) (333 ) (334 ) 667 (337 ) Net income from continuing operations 3,354 4,334 3,951 (8,285 ) 3,354 Adjustments for noncash and nonoperating items: Depreciation and amortization 24 126 609 — 759 Amortization of film and television costs — 2,453 4,846 (37 ) 7,262 Asset impairments 7 — 54 — 61 Gain on investments and other assets, net (3 ) 1 (63 ) — (65 ) Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries, net of cash distributions (6,319 ) (4,428 ) (1,664 ) 12,411 — Equity in losses of investee companies, net of cash distributions 2 2 212 — 216 Equity-based compensation 74 58 106 — 238 Deferred income taxes 759 589 320 (909 ) 759 Changes in operating assets and liabilities, net of acquisitions (329 ) (228 ) (5,631 ) (3,138 ) (9,326 ) Intercompany — 1,390 (1,390 ) — — Cash provided by operations from continuing operations (2,431 ) 4,297 1,350 42 3,258 INVESTING ACTIVITIES Investments in available-for-sale securities (4 ) — (23 ) — (27 ) Investments and acquisitions, net of cash acquired (11 ) (1 ) (483 ) — (495 ) Capital expenditures (66 ) (86 ) (416 ) — (568 ) Investment proceeds from available-for-sale securities 8 — 25 — 33 Advances to (from) parent and consolidated subsidiaries 4,433 21 — (4,454 ) — Other investment proceeds 15 157 114 (116 ) 170 Cash provided (used) by investing activities from continuing operations 4,375 91 (783 ) (4,570 ) (887 ) FINANCING ACTIVITIES Borrowings 998 — 30 — 1,028 Debt repayments — (732 ) (30 ) — (762 ) Proceeds from exercise of stock options 674 — — — 674 Excess tax benefit from equity instruments 179 — — — 179 Principal payments on capital leases — (9 ) — — (9 ) Repurchases of common stock (3,708 ) — — — (3,708 ) Dividends paid (1,074 ) — — — (1,074 ) Other financing activities 25 (38 ) (172 ) 74 (111 ) Change in due to/from parent and investment in segment — (4,101 ) (353 ) 4,454 — Cash used by financing activities from continuing operations (2,906 ) (4,880 ) (525 ) 4,528 (3,783 ) Cash provided (used) by continuing operations (962 ) (492 ) 42 — (1,412 ) Cash provided (used) by operations from discontinued operations (2 ) — 458 — 456 Cash used by investing activities from discontinued operations 142 345 (23 ) (487 ) (23 ) Cash used by financing activities from discontinued operations — — (487 ) 487 — Effect of change in cash and equivalents of discontinued operations — — 35 — 35 Cash provided (used) by discontinued operations 140 345 (17 ) — 468 INCREASE (DECREASE) IN CASH AND EQUIVALENTS (822 ) (147 ) 25 — (944 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 1,861 295 604 — 2,760 CASH AND EQUIVALENTS AT END OF PERIOD $ 1,039 $ 148 $ 629 $ — $ 1,816 |