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 June 30, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated ASSETS Current assets Cash and equivalents $ 421 $ 194 $ 1,090 $ — $ 1,705 Receivables, net 122 1,227 7,332 (26 ) 8,655 Inventories — 617 1,458 (33 ) 2,042 Prepaid expenses and other current assets 490 103 409 — 1,002 Total current assets 1,033 2,141 10,289 (59 ) 13,404 Noncurrent inventories and theatrical film and television production costs — 1,882 5,880 (27 ) 7,735 Investments in amounts due to and from consolidated subsidiaries 49,129 10,636 13,139 (72,904 ) — Investments, including available-for-sale securities 319 450 2,879 (6 ) 3,642 Property, plant and equipment, net 50 415 1,999 — 2,464 Intangible assets subject to amortization, net — — 692 — 692 Intangible assets not subject to amortization — 2,007 4,998 — 7,005 Goodwill — 9,880 17,877 — 27,757 Other assets 564 497 2,577 (241 ) 3,397 Total assets $ 51,095 $ 27,908 $ 60,330 $ (73,237 ) $ 66,096 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 1,027 $ 836 $ 5,250 $ (82 ) $ 7,031 Deferred revenue — 70 585 (2 ) 653 Debt due within one year 44 1,109 2 — 1,155 Total current liabilities 1,071 2,015 5,837 (84 ) 8,839 Long-term debt 19,372 2,462 9 — 21,843 Deferred income taxes 2,596 2,855 2,052 (4,907 ) 2,596 Deferred revenue — 26 476 — 502 Other noncurrent liabilities 2,069 1,957 3,657 (1,386 ) 6,297 Redeemable noncontrolling interest — — 30 — 30 Equity Due to (from) Time Warner Inc. and subsidiaries — (56,090 ) (1,951 ) 58,041 — Other shareholders’ equity 25,987 74,683 50,218 (124,901 ) 25,987 Total Time Warner Inc. shareholders’ equity 25,987 18,593 48,267 (66,860 ) 25,987 Noncontrolling interest — — 2 — 2 Total equity 25,987 18,593 48,269 (66,860 ) 25,989 Total liabilities and equity $ 51,095 $ 27,908 $ 60,330 $ (73,237 ) $ 66,096 Consolidating Balance Sheet December 31, 2016 (Unaudited; 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 interest — — 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 Statement of Operations For The Three Months Ended June 30, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 1,876 $ 5,706 $ (252 ) $ 7,330 Costs of revenues — (762 ) (3,657 ) 214 (4,205 ) Selling, general and administrative (129 ) (344 ) (989 ) 35 (1,427 ) Amortization of intangible assets — — (46 ) — (46 ) Restructuring and severance costs — (5 ) (3 ) — (8 ) Asset impairments — — (1 ) — (1 ) Gain on operating assets, net — 49 — — 49 Operating income (129 ) 814 1,010 (3 ) 1,692 Equity in pretax income (loss) of consolidated subsidiaries 1,842 990 502 (3,334 ) — Interest expense, net (208 ) (69 ) 26 2 (249 ) Other income (loss), net 9 5 59 (2 ) 71 Income from continuing operations before income taxes 1,514 1,740 1,597 (3,337 ) 1,514 Income tax provision (452 ) (558 ) (483 ) 1,041 (452 ) Net income 1,062 1,182 1,114 (2,296 ) 1,062 Less Net loss attributable to noncontrolling interests — — — — — Net income attributable to Time Warner Inc. shareholders $ 1,062 $ 1,182 $ 1,114 $ (2,296 ) $ 1,062 Comprehensive income 1,082 1,221 1,192 (2,413 ) 1,082 Less Comprehensive loss attributable to noncontrolling interests — — — — — Comprehensive income attributable to Time Warner Inc. shareholders $ 1,082 $ 1,221 $ 1,192 $ (2,413 ) $ 1,082 Consolidating Statement of Operations For The Three Months Ended June 30, 2016 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 1,905 $ 5,222 $ (175 ) $ 6,952 Costs of revenues — (855 ) (3,109 ) 124 (3,840 ) Selling, general and administrative (80 ) (299 ) (927 ) 48 (1,258 ) Amortization of intangible assets — — (47 ) — (47 ) Restructuring and severance costs — (36 ) (12 ) — (48 ) Asset impairments (2 ) — — — (2 ) Gain on operating assets, net — — 89 — 89 Operating income (82 ) 715 1,216 (3 ) 1,846 Equity in pretax income (loss) of consolidated subsidiaries 1,893 1,216 458 (3,567 ) — Interest expense, net (237 ) (75 ) 19 1 (292 ) Other income (loss), net (151 ) 3 16 1 (131 ) Income from continuing operations before income taxes 1,423 1,859 1,709 (3,568 ) 1,423 Income tax provision (472 ) (554 ) (578 ) 1,132 (472 ) Net income $ 951 $ 1,305 $ 1,131 $ (2,436 ) $ 951 Less Net loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Net income attributable to Time Warner Inc. shareholders $ 952 $ 1,306 $ 1,132 $ (2,438 ) $ 952 Comprehensive income $ 994 $ 1,342 $ 1,166 $ (2,508 ) $ 994 Less Comprehensive loss attributable to noncontrolling interests 1 1 1 $ (2 ) 1 Comprehensive income attributable to Time Warner Inc. shareholders $ 995 $ 1,343 $ 1,167 $ (2,510 ) $ 995 Consolidating Statement of Operations For The Six Months Ended June 30, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 3,896 $ 11,642 $ (473 ) $ 15,065 Costs of revenues — (1,685 ) (7,258 ) 405 (8,538 ) Selling, general and administrative (234 ) (655 ) (1,875 ) 62 (2,702 ) Amortization of intangible assets — — (91 ) — (91 ) Restructuring and severance costs — (7 ) (13 ) — (20 ) Asset impairments — — (2 ) — (2 ) Gain on operating assets, net — 49 7 — 56 Operating income (234 ) 1,598 2,410 (6 ) 3,768 Equity in pretax income (loss) of consolidated subsidiaries 4,045 2,443 1,059 (7,547 ) — Interest expense, net (416 ) (137 ) 42 3 (508 ) Other income (loss), net 12 5 131 (1 ) 147 Income from continuing operations before income taxes 3,407 3,909 3,642 (7,551 ) 3,407 Income tax provision (922 ) (1,171 ) (1,071 ) 2,242 (922 ) Net income 2,485 2,738 2,571 (5,309 ) 2,485 Less Net loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Net income attributable to Time Warner Inc. shareholders $ 2,486 $ 2,739 $ 2,572 $ (5,311 ) $ 2,486 Comprehensive income $ 2,488 $ 2,783 $ 2,638 $ (5,421 ) $ 2,488 Less Comprehensive loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Comprehensive income attributable to Time Warner Inc. shareholders $ 2,489 $ 2,784 $ 2,639 $ (5,423 ) $ 2,489 Consolidating Statement of Operations For The Six Months Ended June 30, 2016 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 3,888 $ 10,784 $ (412 ) $ 14,260 Costs of revenues — (1,808 ) (6,348 ) 311 (7,845 ) Selling, general and administrative (200 ) (611 ) (1,793 ) 95 (2,509 ) Amortization of intangible assets — — (95 ) — (95 ) Restructuring and severance costs — (40 ) (13 ) — (53 ) Asset impairments (4 ) — (1 ) — (5 ) Gain on operating assets, net — — 89 — 89 Operating income (204 ) 1,429 2,623 (6 ) 3,842 Equity in pretax income (loss) of consolidated subsidiaries 3,921 2,642 929 (7,492 ) — Interest expense, net (484 ) (151 ) 56 3 (576 ) Other income (loss), net (138 ) — (33 ) — (171 ) Income from continuing operations before income taxes 3,095 3,920 3,575 (7,495 ) 3,095 Income tax provision (970 ) (1,172 ) (1,150 ) 2,322 (970 ) Income from continuing operations 2,125 2,748 2,425 (5,173 ) 2,125 Discontinued operations, net of tax 40 40 40 (80 ) 40 Net income 2,165 2,788 2,465 (5,253 ) 2,165 Less Net loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Net income attributable to Time Warner Inc. shareholders $ 2,166 $ 2,789 $ 2,466 $ (5,255 ) $ 2,166 Comprehensive income $ 2,164 $ 2,795 $ 2,453 $ (5,248 ) $ 2,164 Less Comprehensive loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Comprehensive income attributable to Time Warner Inc. shareholders $ 2,165 $ 2,796 $ 2,454 $ (5,250 ) $ 2,165 Consolidating Statement of Cash Flows For The Six Months Ended June 30, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated OPERATIONS Net income $ 2,485 $ 2,738 $ 2,571 $ (5,309 ) $ 2,485 Less Discontinued operations, net of tax — — — — — Net income from continuing operations 2,485 2,738 2,571 (5,309 ) 2,485 Adjustments for noncash and nonoperating items: Depreciation and amortization 5 55 274 — 334 Amortization of film and television costs — 1,354 3,224 (23 ) 4,555 Asset impairments — — 2 — 2 Gain on investments and other assets, net (42 ) (44 ) (225 ) — (311 ) Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries, net of cash distributions (4,045 ) (2,443 ) (1,059 ) 7,547 — Equity in losses of investee companies, net of cash distributions 9 — 106 — 115 Equity-based compensation 34 44 45 — 123 Deferred income taxes (23 ) (112 ) (56 ) 168 (23 ) Changes in operating assets and liabilities, net of acquisitions 294 (127 ) (2,602 ) (2,384 ) (4,819 ) Intercompany — 1,180 (1,180 ) — — Cash provided by operations from continuing operations (1,283 ) 2,645 1,100 (1 ) 2,461 Cash used by operations from discontinued operations (1 ) — (7 ) — (8 ) Cash provided by operations (1,284 ) 2,645 1,093 (1 ) 2,453 INVESTING ACTIVITIES Investments and acquisitions, net of cash acquired (34 ) (9 ) (317 ) — (360 ) Capital expenditures — (63 ) (139 ) — (202 ) Advances to (from) parent and consolidated subsidiaries 2,990 711 — (3,701 ) — Other investment proceeds 26 67 243 — 336 Cash used by investing activities 2,982 706 (213 ) (3,701 ) (226 ) FINANCING ACTIVITIES Debt repayments (1,396 ) — — — (1,396 ) Proceeds from exercise of stock options 100 — — — 100 Principal payments on capital leases — (6 ) (5 ) — (11 ) Dividends paid (632 ) — — — (632 ) Other financing activities 34 (20 ) (137 ) 1 (122 ) Change in due to/from parent and investment in segment — (3,222 ) (479 ) 3,701 — Cash used by financing activities (1,894 ) (3,248 ) (621 ) 3,702 (2,061 ) INCREASE IN CASH AND EQUIVALENTS (196 ) 103 259 — 166 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 617 91 831 — 1,539 CASH AND EQUIVALENTS AT END OF PERIOD $ 421 $ 194 $ 1,090 $ — $ 1,705 Consolidating Statement of Cash Flows For The Six Months Ended June 30, 2016 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated OPERATIONS Net income $ 2,165 $ 2,788 $ 2,465 $ (5,253 ) $ 2,165 Less Discontinued operations, net of tax (40 ) (40 ) (40 ) 80 (40 ) Net income from continuing operations 2,125 2,748 2,425 (5,173 ) 2,125 Adjustments for noncash and nonoperating items: Depreciation and amortization 5 53 278 — 336 Amortization of film and television costs — 1,431 2,743 (16 ) 4,158 Asset impairments 4 — 1 — 5 Gain on investments and other assets, net 11 1 (42 ) — (30 ) Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries, net of cash distributions (3,921 ) (2,642 ) (929 ) 7,492 — Equity in losses of investee companies, net of cash distributions (4 ) — 226 1 223 Equity-based compensation 55 46 55 — 156 Deferred income taxes 249 167 168 (335 ) 249 Changes in operating assets and liabilities, net of acquisitions 43 (783 ) (2,538 ) (1,971 ) (5,249 ) Intercompany — 1,535 (1,535 ) — — Cash provided by operations from continuing operations (1,433 ) 2,556 852 (2 ) 1,973 Cash used by operations from discontinued operations — — (7 ) — (7 ) Cash provided by operations (1,433 ) 2,556 845 (2 ) 1,966 INVESTING ACTIVITIES Investments in available-for-sale securities (2 ) — (5 ) — (7 ) Investments and acquisitions, net of cash acquired (21 ) (14 ) (251 ) — (286 ) Capital expenditures (8 ) (29 ) (125 ) — (162 ) Advances to (from) parent and consolidated subsidiaries 3,296 235 — (3,531 ) — Other investment proceeds 17 17 207 — 241 Cash used by investing activities 3,282 209 (174 ) (3,531 ) (214 ) FINANCING ACTIVITIES Borrowings 940 — 2 — 942 Debt repayments (150 ) (150 ) (4 ) — (304 ) Proceeds from exercise of stock options 81 — — — 81 Excess tax benefit from equity instruments 40 — — — 40 Principal payments on capital leases — (7 ) — — (7 ) Repurchases of common stock (1,407 ) — — — (1,407 ) Dividends paid (640 ) — — — (640 ) Other financing activities 123 (35 ) (205 ) 1 (116 ) Change in due to/from parent and investment in segment — (2,691 ) (841 ) 3,532 — Cash used by financing activities (1,013 ) (2,883 ) (1,048 ) 3,533 (1,411 ) INCREASE IN CASH AND EQUIVALENTS 836 (118 ) (377 ) — 341 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 976 288 891 — 2,155 CASH AND EQUIVALENTS AT END OF PERIOD $ 1,812 $ 170 $ 514 $ — $ 2,496 |