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 December 31, 2016 (millions) . Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated ASSETS Current assets Cash and equivalents $ 617 $ 91 $ 831 $ — $ 1,539 Receivables, net 118 1,294 7,329 (42 ) 8,699 Inventories — 528 1,564 (30 ) 2,062 Prepaid expenses and other current assets 639 91 455 — 1,185 Total current assets 1,374 2,004 10,179 (72 ) 13,485 Noncurrent inventories and theatrical film and television production costs — 1,929 6,028 (41 ) 7,916 Investments in amounts due to and from consolidated subsidiaries 48,212 11,319 13,155 (72,686 ) — Investments, including available-for-sale securities 274 441 2,628 (6 ) 3,337 Property, plant and equipment, net 48 423 2,039 — 2,510 Intangible assets subject to amortization, net — — 783 — 783 Intangible assets not subject to amortization — 2,007 4,998 — 7,005 Goodwill — 9,880 17,872 — 27,752 Other assets 520 385 2,522 (249 ) 3,178 Total assets $ 50,428 $ 28,388 $ 60,204 $ (73,054 ) $ 65,966 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 687 $ 854 $ 5,760 $ (109 ) $ 7,192 Deferred revenue — 67 511 (14 ) 564 Debt due within one year 1,434 511 2 — 1,947 Total current liabilities 2,121 1,432 6,273 (123 ) 9,703 Long-term debt 19,318 3,065 9 — 22,392 Deferred income taxes 2,678 3,011 2,133 (5,144 ) 2,678 Deferred revenue — 26 460 — 486 Other noncurrent liabilities 1,976 1,886 3,815 (1,336 ) 6,341 Redeemable noncontrolling interest — — 29 — 29 Equity Due to (from) Time Warner Inc. and subsidiaries — (52,869 ) (366 ) 53,235 — Other shareholders’ equity 24,335 71,837 47,849 (119,686 ) 24,335 Total Time Warner Inc. shareholders’ equity 24,335 18,968 47,483 (66,451 ) 24,335 Noncontrolling interests — — 2 — 2 Total equity 24,335 18,968 47,485 (66,451 ) 24,337 Total liabilities and equity $ 50,428 $ 28,388 $ 60,204 $ (73,054 ) $ 65,966 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 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 Year Ended December 31, 2016 (millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 7,527 $ 22,803 $ (1,012 ) $ 29,318 Costs of revenues — (3,658 ) (13,541 ) 823 (16,376 ) Selling, general and administrative (416 ) (1,178 ) (3,688 ) 159 (5,123 ) Amortization of intangible assets — — (190 ) — (190 ) Restructuring and severance costs (1 ) (80 ) (36 ) — (117 ) Asset impairments (6 ) (2 ) (35 ) — (43 ) Gain (loss) on operating assets, net — — 78 — 78 Operating income (423 ) 2,609 5,391 (30 ) 7,547 Equity in pretax income (loss) of consolidated subsidiaries 7,633 5,392 1,873 (14,898 ) — Interest expense, net (959 ) (302 ) 93 7 (1,161 ) Other loss, net (1,056 ) (90 ) (43 ) (2 ) (1,191 ) Income from continuing operations before income taxes 5,195 7,609 7,314 (14,923 ) 5,195 Income tax provision (1,281 ) (2,142 ) (2,119 ) 4,261 (1,281 ) Income from continuing operations 3,914 5,467 5,195 (10,662 ) 3,914 Discontinued operations, net of tax 11 34 34 (68 ) 11 Net income 3,925 5,501 5,229 (10,730 ) 3,925 Less Net loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Net income attributable to Time Warner Inc. shareholders $ 3,926 $ 5,502 $ 5,230 $ (10,732 ) $ 3,926 Comprehensive income 3,861 5,410 5,109 (10,519 ) 3,861 Less Comprehensive loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Comprehensive income attributable to Time Warner Inc. shareholders $ 3,862 $ 5,411 $ 5,110 $ (10,521 ) $ 3,862 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 Cash Flows For The Year Ended December 31, 2016 (millions) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Time Warner Consolidated OPERATIONS Net income $ 3,925 $ 5,501 $ 5,229 $ (10,730 ) $ 3,925 Less Discontinued operations, net of tax (11 ) (34 ) (34 ) 68 (11 ) Net income from continuing operations 3,914 5,467 5,195 (10,662 ) 3,914 Adjustments for noncash and nonoperating items: Depreciation and amortization 10 104 555 — 669 Amortization of film and television costs — 2,906 5,455 (37 ) 8,324 Asset impairments 6 2 35 — 43 (Gain) loss on investments and other assets, net (30 ) 1 (101 ) (1 ) (131 ) Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries, net of cash distributions (7,633 ) (5,392 ) (1,873 ) 14,898 — Equity in losses of investee companies, net of cash distributions 2 — 320 2 324 Equity-based compensation 103 81 93 — 277 Deferred income taxes 236 315 306 (621 ) 236 Premiums paid and costs incurred on debt redemption 917 91 — — 1,008 Changes in operating assets and liabilities, net of acquisitions 58 (1,649 ) (4,811 ) (3,579 ) (9,981 ) Intercompany — 3,001 (3,001 ) — — Cash provided by operations from continuing operations (2,417 ) 4,927 2,173 — 4,683 INVESTING ACTIVITIES Investments in available-for-sale securities (3 ) — (6 ) — (9 ) Investments and acquisitions, net of cash acquired (34 ) (54 ) (1,140 ) — (1,228 ) Capital expenditures (9 ) (104 ) (319 ) — (432 ) Advances to (from) parent and consolidated subsidiaries 5,157 348 1 (5,506 ) — Other investment proceeds 71 19 219 — 309 Cash provided (used) by investing activities from continuing operations 5,182 209 (1,245 ) (5,506 ) (1,360 ) FINANCING ACTIVITIES Borrowings 3,828 — 2 — 3,830 Debt repayments (2,820 ) (480 ) (4 ) — (3,304 ) Proceeds from exercise of stock options 172 — — — 172 Excess tax benefit from equity instruments 88 — — — 88 Principal payments on capital leases — (12 ) (2 ) — (14 ) Repurchases of common stock (2,322 ) — — — (2,322 ) Dividends paid (1,269 ) — — — (1,269 ) Other financing activities (797 ) (113 ) (196 ) 3 (1,103 ) Change in due to/from parent and investment in segment — (4,728 ) (775 ) 5,503 — Cash used by financing activities from continuing operations (3,120 ) (5,333 ) (975 ) 5,506 (3,922 ) Cash provided (used) by continuing operations (355 ) (197 ) (47 ) — (599 ) Cash used by operations from discontinued operations (4 ) — (13 ) — (17 ) Cash used by discontinued operations (4 ) — (13 ) — (17 ) INCREASE (DECREASE) IN CASH AND EQUIVALENTS (359 ) (197 ) (60 ) — (616 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 976 288 891 — 2,155 CASH AND EQUIVALENTS AT END OF PERIOD $ 617 $ 91 $ 831 $ — $ 1,539 Consolidating Statement of Cash Flows For The Year Ended December 31, 2015 (millions) Parent Company Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Time Warner 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) loss on investments and other assets, net 12 (20 ) 39 — 31 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 Premiums paid and costs incurred on debt redemption 72 — — — 72 Changes in operating assets and liabilities, net of acquisitions 144 (1,111 ) (4,823 ) (3,664 ) (9,454 ) 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 ) Advances to (from) parent and consolidated subsidiaries 4,788 515 (1 ) (5,302 ) — Other investment proceeds 43 73 27 — 143 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 used by operations from discontinued operations 6 — (14 ) — (8 ) Cash 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) loss on investments and other assets, net (21 ) (6 ) (466 ) — (493 ) 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 (732 ) (1,016 ) (3,836 ) (3,768 ) (9,352 ) 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 ) 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 57 94 39 (17 ) 173 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 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 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 |