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 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 September 30, 2016 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated ASSETS Current assets Cash and equivalents $ 1,492 $ 19 $ 797 $ — $ 2,308 Receivables, net 16 1,248 6,787 (20 ) 8,031 Inventories — 554 1,373 (12 ) 1,915 Prepaid expenses and other current assets 513 54 443 — 1,010 Total current assets 2,021 1,875 9,400 (32 ) 13,264 Noncurrent inventories and theatrical film and television production costs — 1,959 6,336 (99 ) 8,196 Investments in amounts due to and from consolidated subsidiaries 47,265 11,606 13,064 (71,935 ) — Investments, including available-for-sale securities 279 440 2,558 (6 ) 3,271 Property, plant and equipment, net 51 389 2,042 — 2,482 Intangible assets subject to amortization, net — — 809 — 809 Intangible assets not subject to amortization — 2,007 4,998 — 7,005 Goodwill — 9,880 17,814 — 27,694 Other assets 507 366 2,397 (227 ) 3,043 Total assets $ 50,123 $ 28,522 $ 59,418 $ (72,299 ) $ 65,764 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 700 $ 770 $ 5,483 $ (46 ) $ 6,907 Deferred revenue — 64 591 (75 ) 580 Debt due within one year 38 12 2 — 52 Total current liabilities 738 846 6,076 (121 ) 7,539 Long-term debt 20,531 3,880 8 — 24,419 Deferred income taxes 2,603 2,920 2,229 (5,149 ) 2,603 Deferred revenue — 23 413 — 436 Other noncurrent liabilities 1,973 2,057 3,779 (1,350 ) 6,459 Redeemable noncontrolling interest — — 29 — 29 Equity Due to (from) Time Warner Inc. and subsidiaries — (51,920 ) 205 51,715 — Other shareholders’ equity 24,278 70,716 46,678 (117,394 ) 24,278 Total Time Warner Inc. shareholders’ equity 24,278 18,796 46,883 (65,679 ) 24,278 Noncontrolling interest — — 1 — 1 Total equity 24,278 18,796 46,884 (65,679 ) 24,279 Total liabilities and equity $ 50,123 $ 28,522 $ 59,418 $ (72,299 ) $ 65,764 Consolidating Balance Sheet December 31, 2015 (Unaudited; 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 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 Statement of Operations For The Three Months Ended September 30, 2016 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 1,767 $ 5,612 $ (212 ) $ 7,167 Costs of revenues — (754 ) (3,303 ) 184 (3,873 ) Selling, general and administrative (74 ) (264 ) (865 ) 24 (1,179 ) Amortization of intangible assets — — (48 ) — (48 ) Restructuring and severance costs (1 ) (4 ) (6 ) — (11 ) Asset impairments — — (30 ) — (30 ) Gain (loss) on operating assets, net — — (12 ) — (12 ) Operating income (75 ) 745 1,348 (4 ) 2,014 Equity in pretax income (loss) of consolidated subsidiaries 2,018 1,354 503 (3,875 ) — Interest expense, net (241 ) (76 ) 17 2 (298 ) Other loss, net (13 ) 3 (14 ) (3 ) (27 ) Income from continuing operations before income taxes 1,689 2,026 1,854 (3,880 ) 1,689 Income tax provision (217 ) (349 ) (259 ) 608 (217 ) Income from continuing operations 1,472 1,677 1,595 (3,272 ) 1,472 Discontinued operations, net of tax (5 ) — — — (5 ) Net income attributable to Time Warner Inc. shareholders $ 1,467 $ 1,677 $ 1,595 $ (3,272 ) $ 1,467 Comprehensive income attributable to Time Warner Inc. shareholders $ 1,300 $ 1,520 $ 1,555 $ (3,075 ) $ 1,300 Consolidating Statement of Operations For The Three Months Ended September 30, 2015 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 1,673 $ 5,031 $ (140 ) $ 6,564 Costs of revenues — (699 ) (2,937 ) 110 (3,526 ) Selling, general and administrative (51 ) (267 ) (850 ) 25 (1,143 ) Amortization of intangible assets — — (47 ) — (47 ) Restructuring and severance costs (3 ) — (6 ) — (9 ) Asset impairments (6 ) — (1 ) — (7 ) Gain (loss) on operating assets, net — 2 — — 2 Operating income (60 ) 709 1,190 (5 ) 1,834 Equity in pretax income (loss) of consolidated subsidiaries 1,818 1,179 478 (3,475 ) — Interest expense, net (249 ) (78 ) 31 2 (294 ) Other loss, net (23 ) (5 ) (27 ) 1 (54 ) Income from continuing operations before income taxes 1,486 1,805 1,672 (3,477 ) 1,486 Income tax provision (452 ) (547 ) (501 ) 1,048 (452 ) Net income $ 1,034 $ 1,258 $ 1,171 $ (2,429 ) $ 1,034 Less Net loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Net income attributable to Time Warner Inc. shareholders $ 1,035 $ 1,259 $ 1,172 $ (2,431 ) $ 1,035 Comprehensive income $ 1,038 $ 1,233 $ 1,185 $ (2,418 ) $ 1,038 Less Comprehensive loss attributable to noncontrolling interests 1 1 1 $ (2 ) 1 Comprehensive income attributable to Time Warner Inc. shareholders $ 1,039 $ 1,234 $ 1,186 $ (2,420 ) $ 1,039 Consolidating Statement of Operations For The Nine Months Ended September 30, 2016 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 5,655 $ 16,396 $ (624 ) $ 21,427 Costs of revenues — (2,562 ) (9,651 ) 495 (11,718 ) Selling, general and administrative (274 ) (875 ) (2,658 ) 119 (3,688 ) Amortization of intangible assets — — (143 ) — (143 ) Restructuring and severance costs (1 ) (44 ) (19 ) — (64 ) Asset impairments (4 ) — (31 ) — (35 ) Gain (loss) on operating assets, net — — 77 — 77 Operating income (279 ) 2,174 3,971 (10 ) 5,856 Equity in pretax income (loss) of consolidated subsidiaries 5,939 3,996 1,432 (11,367 ) — Interest expense, net (725 ) (227 ) 73 5 (874 ) Other loss, net (151 ) 3 (47 ) (3 ) (198 ) Income from continuing operations before income taxes 4,784 5,946 5,429 (11,375 ) 4,784 Income tax provision (1,187 ) (1,521 ) (1,409 ) 2,930 (1,187 ) Income from continuing operations 3,597 4,425 4,020 (8,445 ) 3,597 Discontinued operations, net of tax 35 40 40 (80 ) 35 Net income 3,632 4,465 4,060 (8,525 ) 3,632 Less Net loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Net income attributable to Time Warner Inc. shareholders $ 3,633 $ 4,466 $ 4,061 $ (8,527 ) $ 3,633 Comprehensive income $ 3,464 $ 4,315 $ 4,008 $ (8,323 ) $ 3,464 Less Comprehensive loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Comprehensive income attributable to Time Warner Inc. shareholders $ 3,465 $ 4,316 $ 4,009 $ (8,325 ) $ 3,465 Consolidating Statement of Operations For The Nine Months Ended September 30, 2015 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 5,305 $ 16,251 $ (517 ) $ 21,039 Costs of revenues — (2,361 ) (9,866 ) 425 (11,802 ) Selling, general and administrative (235 ) (815 ) (2,609 ) 79 (3,580 ) Amortization of intangible assets — — (138 ) — (138 ) Restructuring and severance costs (3 ) (14 ) (14 ) — (31 ) Asset impairments (6 ) — (2 ) — (8 ) Gain (loss) on operating assets, net — 2 (3 ) — (1 ) Operating income (244 ) 2,117 3,619 (13 ) 5,479 Equity in pretax income (loss) of consolidated subsidiaries 5,408 3,610 1,408 (10,426 ) — Interest expense, net (741 ) (234 ) 95 6 (874 ) Other loss, net (114 ) 18 (197 ) (3 ) (296 ) Income from continuing operations before income taxes 4,309 5,511 4,925 (10,436 ) 4,309 Income tax provision (1,371 ) (1,692 ) (1,565 ) 3,257 (1,371 ) Income from continuing operations 2,938 3,819 3,360 (7,179 ) 2,938 Discontinued operations, net of tax 37 37 37 (74 ) 37 Net income 2,975 3,856 3,397 (7,253 ) 2,975 Less Net loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Net income attributable to Time Warner Inc. shareholders $ 2,976 $ 3,857 $ 3,398 $ (7,255 ) $ 2,976 Comprehensive income $ 2,747 $ 3,741 $ 3,173 $ (6,914 ) $ 2,747 Less Comprehensive loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Comprehensive income attributable to Time Warner Inc. shareholders $ 2,748 $ 3,742 $ 3,174 $ (6,916 ) $ 2,748 Consolidating Statement of Cash Flows For The Nine Months Ended September 30, 2016 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated OPERATIONS Net income $ 3,632 $ 4,465 $ 4,060 $ (8,525 ) $ 3,632 Less Discontinued operations, net of tax (35 ) (40 ) (40 ) 80 (35 ) Net income from continuing operations 3,597 4,425 4,020 (8,445 ) 3,597 Adjustments for noncash and nonoperating items: Depreciation and amortization 8 78 416 — 502 Amortization of film and television costs — 2,018 3,889 (23 ) 5,884 Asset impairments 4 — 31 — 35 (Gain) loss on investments and other assets, net 8 1 (83 ) (1 ) (75 ) Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries, net of cash distributions (5,939 ) (3,996 ) (1,432 ) 11,367 — Equity in losses of investee companies, net of cash distributions 2 — 289 2 293 Equity-based compensation 68 60 73 — 201 Deferred income taxes 267 223 202 (425 ) 267 Changes in operating assets and liabilities, net of acquisitions 170 (1,330 ) (3,532 ) (2,468 ) (7,160 ) Intercompany — 2,582 (2,582 ) — — Cash provided by operations from continuing operations (1,815 ) 4,061 1,291 7 3,544 Cash used by operations from discontinued operations — — (10 ) — (10 ) Cash provided by operations (1,815 ) 4,061 1,281 7 3,534 INVESTING ACTIVITIES Investments in available-for-sale securities (2 ) — (5 ) — (7 ) Investments and acquisitions, net of cash acquired (23 ) (54 ) (898 ) — (975 ) Capital expenditures (8 ) (55 ) (207 ) — (270 ) Investment proceeds from available-for-sale securities 1 — — — 1 Advances to (from) parent and consolidated subsidiaries 4,317 (263 ) — (4,054 ) — Other investment proceeds 15 17 220 — 252 Cash used by investing activities 4,300 (355 ) (890 ) (4,054 ) (999 ) FINANCING ACTIVITIES Borrowings 940 — 2 — 942 Debt repayments (150 ) (150 ) (4 ) — (304 ) Proceeds from exercise of stock options 127 — — — 127 Excess tax benefit from equity instruments 59 — — — 59 Principal payments on capital leases — (10 ) (1 ) — (11 ) Repurchases of common stock (2,119 ) — — — (2,119 ) Dividends paid (954 ) — — — (954 ) Other financing activities 128 (36 ) (207 ) (7 ) (122 ) Change in due to/from parent and investment in segment — (3,779 ) (275 ) 4,054 — Cash used by financing activities (1,969 ) (3,975 ) (485 ) 4,047 (2,382 ) INCREASE IN CASH AND EQUIVALENTS 516 (269 ) (94 ) — 153 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 976 288 891 — 2,155 CASH AND EQUIVALENTS AT END OF PERIOD $ 1,492 $ 19 $ 797 $ — $ 2,308 Consolidating Statement of Cash Flows For The Nine Months Ended September 30, 2015 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated OPERATIONS Net income $ 2,975 $ 3,856 $ 3,397 $ (7,253 ) $ 2,975 Less Discontinued operations, net of tax (37 ) (37 ) (37 ) 74 (37 ) Net income from continuing operations 2,938 3,819 3,360 (7,179 ) 2,938 Adjustments for noncash and nonoperating items: Depreciation and amortization 10 80 411 — 501 Amortization of film and television costs — 1,849 3,914 (24 ) 5,739 Asset impairments 6 — 2 — 8 (Gain) loss on investments and other assets, net 26 (21 ) 66 — 71 Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries, net of cash distributions (5,408 ) (3,610 ) (1,408 ) 10,426 — Equity in losses of investee companies, net of cash distributions (8 ) — 164 4 160 Equity-based compensation 35 52 67 — 154 Deferred income taxes (176 ) (173 ) (97 ) 270 (176 ) Changes in operating assets and liabilities, net of acquisitions 757 (192 ) (3,466 ) (3,493 ) (6,394 ) Intercompany — 1,833 (1,833 ) — — Cash provided by operations from continuing operations (1,820 ) 3,637 1,180 4 3,001 Cash used by operations from discontinued operations 7 — (11 ) — (4 ) Cash provided by operations (1,813 ) 3,637 1,169 4 2,997 INVESTING ACTIVITIES Investments in available-for-sale securities (22 ) — (19 ) — (41 ) Investments and acquisitions, net of cash acquired (33 ) (1 ) (310 ) — (344 ) Capital expenditures (12 ) (49 ) (189 ) — (250 ) Investment proceeds from available-for-sale securities 1 — — — 1 Advances to (from) parent and consolidated subsidiaries 4,022 275 — (4,297 ) — Other investment proceeds 34 72 27 — 133 Cash used by investing activities 3,990 297 (491 ) (4,297 ) (501 ) FINANCING ACTIVITIES Borrowings 2,865 — 12 — 2,877 Debt repayments (2,100 ) — (241 ) — (2,341 ) Proceeds from exercise of stock options 148 — — — 148 Excess tax benefit from equity instruments 141 — — — 141 Principal payments on capital leases — (7 ) (1 ) — (8 ) Repurchases of common stock (3,030 ) — — — (3,030 ) Dividends paid (869 ) — — — (869 ) Other financing activities (83 ) (21 ) (152 ) (2 ) (258 ) Change in due to/from parent and investment in segment — (4,122 ) (173 ) 4,295 — Cash used by financing activities (2,928 ) (4,150 ) (555 ) 4,293 (3,340 ) INCREASE IN CASH AND EQUIVALENTS (751 ) (216 ) 123 — (844 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 1,623 290 705 — 2,618 CASH AND EQUIVALENTS AT END OF PERIOD $ 872 $ 74 $ 828 $ — $ 1,774 |