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, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated ASSETS Current assets Cash and equivalents $ 1,194 $ 70 $ 1,357 $ — $ 2,621 Receivables, net 150 1,295 7,583 (31 ) 8,997 Inventories — 584 1,656 (42 ) 2,198 Prepaid expenses and other current assets 320 81 391 — 792 Total current assets 1,664 2,030 10,987 (73 ) 14,608 Noncurrent inventories and theatrical film and television production costs — 2,034 6,399 (66 ) 8,367 Investments in amounts due to and from consolidated subsidiaries 49,916 10,601 13,184 (73,701 ) — Investments, including available-for-sale securities 322 464 2,952 (6 ) 3,732 Property, plant and equipment, net 48 437 2,070 — 2,555 Intangible assets subject to amortization, net — — 647 — 647 Intangible assets not subject to amortization — 2,007 4,999 — 7,006 Goodwill — 9,880 17,904 — 27,784 Other assets 613 523 2,768 (260 ) 3,644 Total assets $ 52,563 $ 27,976 $ 61,910 $ (74,106 ) $ 68,343 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 1,144 $ 860 $ 6,024 $ (59 ) $ 7,969 Deferred revenue — 63 695 (33 ) 725 Debt due within one year 45 1,110 2 — 1,157 Total current liabilities 1,189 2,033 6,721 (92 ) 9,851 Long-term debt 19,431 2,459 8 — 21,898 Deferred income taxes 2,490 2,828 2,064 (4,892 ) 2,490 Deferred revenue — 29 451 — 480 Other noncurrent liabilities 2,186 1,968 3,590 (1,424 ) 6,320 Redeemable noncontrolling interest — — 36 — 36 Equity Due to (from) Time Warner Inc. and subsidiaries — (759 ) 28,190 (27,431 ) — Other shareholders’ equity 27,267 19,418 20,849 (40,267 ) 27,267 Total Time Warner Inc. shareholders’ equity 27,267 18,659 49,039 (67,698 ) 27,267 Noncontrolling interest — — 1 — 1 Total equity 27,267 18,659 49,040 (67,698 ) 27,268 Total liabilities and equity $ 52,563 $ 27,976 $ 61,910 $ (74,106 ) $ 68,343 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 September 30, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 1,928 $ 5,902 $ (235 ) $ 7,595 Costs of revenues — (842 ) (3,270 ) 184 (3,928 ) Selling, general and administrative (95 ) (365 ) (969 ) 51 (1,378 ) Amortization of intangible assets — — (45 ) — (45 ) Restructuring and severance costs (2 ) (2 ) 1 — (3 ) Asset impairments — — (9 ) — (9 ) Gain (loss) on operating assets, net — — 13 — 13 Operating income (97 ) 719 1,623 — 2,245 Equity in pretax income (loss) of consolidated subsidiaries 2,240 1,583 508 (4,331 ) — Interest expense, net (208 ) (69 ) 21 2 (254 ) Other income (loss), net (14 ) 6 (63 ) 1 (70 ) Income from continuing operations before income taxes 1,921 2,239 2,089 (4,328 ) 1,921 Income tax provision (550 ) (668 ) (621 ) 1,289 (550 ) Net income 1,371 1,571 1,468 (3,039 ) 1,371 Less Net loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Net income attributable to Time Warner Inc. shareholders $ 1,372 $ 1,572 $ 1,469 $ (3,041 ) $ 1,372 Comprehensive income 1,489 1,692 1,615 (3,307 ) 1,489 Less Comprehensive loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Comprehensive income attributable to Time Warner Inc. shareholders $ 1,490 $ 1,693 $ 1,616 $ (3,309 ) $ 1,490 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 income (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 Nine Months Ended September 30, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 5,824 $ 17,544 $ (708 ) $ 22,660 Costs of revenues — (2,527 ) (10,528 ) 589 (12,466 ) Selling, general and administrative (329 ) (1,020 ) (2,844 ) 113 (4,080 ) Amortization of intangible assets — — (136 ) — (136 ) Restructuring and severance costs (2 ) (9 ) (12 ) — (23 ) Asset impairments — — (11 ) — (11 ) Gain (loss) on operating assets, net — 49 20 — 69 Operating income (331 ) 2,317 4,033 (6 ) 6,013 Equity in pretax income (loss) of consolidated subsidiaries 6,285 4,026 1,567 (11,878 ) — Interest expense, net (624 ) (206 ) 63 5 (762 ) Other income (loss), net (2 ) 11 68 — 77 Income from continuing operations before income taxes 5,328 6,148 5,731 (11,879 ) 5,328 Income tax provision (1,472 ) (1,839 ) (1,692 ) 3,531 (1,472 ) Net income 3,856 4,309 4,039 (8,348 ) 3,856 Less Net loss attributable to noncontrolling interests 2 2 2 (4 ) 2 Net income attributable to Time Warner Inc. shareholders $ 3,858 $ 4,311 $ 4,041 $ (8,352 ) $ 3,858 Comprehensive income $ 3,977 $ 4,475 $ 4,253 $ (8,728 ) $ 3,977 Less Comprehensive loss attributable to noncontrolling interests 2 2 2 (4 ) 2 Comprehensive income attributable to Time Warner Inc. shareholders $ 3,979 $ 4,477 $ 4,255 $ (8,732 ) $ 3,979 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 income (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 Cash Flows For The Nine Months Ended September 30, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated OPERATIONS Net income $ 3,856 $ 4,309 $ 4,039 $ (8,348 ) $ 3,856 Less Discontinued operations, net of tax — — — — — Net income from continuing operations 3,856 4,309 4,039 (8,348 ) 3,856 Adjustments for noncash and nonoperating items: Depreciation and amortization 8 84 411 — 503 Amortization of film and television costs — 1,997 4,418 (34 ) 6,381 Asset impairments — — 11 — 11 Gain on investments and other assets, net (37 ) (45 ) (242 ) — (324 ) Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries, net of cash distributions (6,285 ) (4,026 ) (1,567 ) 11,878 — Equity in losses of investee companies, net of cash distributions 11 — 177 — 188 Equity-based compensation 48 65 65 — 178 Deferred income taxes (120 ) (160 ) (61 ) 221 (120 ) Changes in operating assets and liabilities, net of acquisitions 710 2,022 (5,725 ) (3,722 ) (6,715 ) Intercompany — (34 ) 34 — — Cash provided by operations from continuing operations (1,809 ) 4,212 1,560 (5 ) 3,958 Cash used by operations from discontinued operations (1 ) — (10 ) — (11 ) Cash provided by operations (1,810 ) 4,212 1,550 (5 ) 3,947 INVESTING ACTIVITIES Investments in available-for-sale securities (1 ) — — — (1 ) Investments and acquisitions, net of cash acquired (42 ) (24 ) (444 ) — (510 ) Capital expenditures (1 ) (82 ) (279 ) — (362 ) Advances to (from) parent and consolidated subsidiaries 4,543 716 — (5,259 ) — Other investment proceeds 28 69 244 — 341 Cash used by investing activities 4,527 679 (479 ) (5,259 ) (532 ) FINANCING ACTIVITIES Debt repayments (1,396 ) — — — (1,396 ) Proceeds from exercise of stock options 167 — — — 167 Principal payments on capital leases — (22 ) (10 ) — (32 ) Dividends paid (948 ) — — — (948 ) Other financing activities 37 (21 ) (141 ) 1 (124 ) Change in due to/from parent and investment in segment — (4,869 ) (394 ) 5,263 — Cash used by financing activities (2,140 ) (4,912 ) (545 ) 5,264 (2,333 ) INCREASE IN CASH AND EQUIVALENTS 577 (21 ) 526 — 1,082 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 617 91 831 — 1,539 CASH AND EQUIVALENTS AT END OF PERIOD $ 1,194 $ 70 $ 1,357 $ — $ 2,621 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 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 ) Advances to (from) parent and consolidated subsidiaries 4,317 (263 ) — (4,054 ) — Other investment proceeds 16 17 220 — 253 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 |