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 March 31, 2018 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated ASSETS Current assets Cash and equivalents $ 208 $ 163 $ 1,320 $ — $ 1,691 Receivables, net 170 1,336 8,807 (34 ) 10,279 Inventories — 539 1,577 (45 ) 2,071 Prepaid expenses and other current assets 574 69 454 — 1,097 Total current assets 952 2,107 12,158 (79 ) 15,138 Noncurrent inventories and theatrical film and television production costs — 1,985 6,562 (66 ) 8,481 Investments in amounts due to and from consolidated subsidiaries 52,876 11,201 13,289 (77,366 ) — Investments, including available-for-sale securities 307 474 3,205 (6 ) 3,980 Property, plant and equipment, net 44 456 2,253 — 2,753 Intangible assets subject to amortization, net — — 543 — 543 Intangible assets not subject to amortization — 2,007 5,000 — 7,007 Goodwill — 9,880 17,920 — 27,800 Other assets 570 402 2,552 (229 ) 3,295 Total assets $ 54,749 $ 28,512 $ 63,482 $ (77,746 ) $ 68,997 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 1,020 $ 759 $ 6,313 $ (71 ) $ 8,021 Deferred revenue — 80 970 (48 ) 1,002 Debt due within one year 3,305 612 5 — 3,922 Total current liabilities 4,325 1,451 7,288 (119 ) 12,945 Long-term debt 17,142 1,182 7 — 18,331 Deferred income taxes 1,812 1,769 1,296 (3,065 ) 1,812 Deferred revenue — 122 346 — 468 Other noncurrent liabilities 1,665 2,026 3,387 (1,479 ) 5,599 Redeemable noncontrolling interest — — 36 — 36 Equity Due to (from) Time Warner Inc. and subsidiaries — (1,032 ) 26,354 (25,322 ) — Other shareholders’ equity 29,805 22,994 24,767 (47,761 ) 29,805 Total Time Warner Inc. shareholders’ equity 29,805 21,962 51,121 (73,083 ) 29,805 Noncontrolling interest — — 1 — 1 Total equity 29,805 21,962 51,122 (73,083 ) 29,806 Total liabilities and equity $ 54,749 $ 28,512 $ 63,482 $ (77,746 ) $ 68,997 Consolidating Balance Sheet December 31, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated ASSETS Current assets Cash and equivalents $ 798 $ 243 $ 1,580 $ — $ 2,621 Receivables, net 463 1,208 7,762 (32 ) 9,401 Inventories — 581 1,860 (40 ) 2,401 Prepaid expenses and other current assets 286 78 432 — 796 Total current assets 1,547 2,110 11,634 (72 ) 15,219 Noncurrent inventories and theatrical film and television production costs — 1,924 6,423 (72 ) 8,275 Investments in amounts due to and from consolidated subsidiaries 52,541 10,872 13,330 (76,743 ) — Investments, including available-for-sale securities 307 474 3,148 (5 ) 3,924 Property, plant and equipment, net 46 460 2,201 — 2,707 Intangible assets subject to amortization, net — — 585 — 585 Intangible assets not subject to amortization — 2,007 4,999 — 7,006 Goodwill — 9,880 17,896 — 27,776 Other assets 604 496 2,841 (224 ) 3,717 Total assets $ 55,045 $ 28,223 $ 63,057 $ (77,116 ) $ 69,209 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 947 $ 1,069 $ 5,957 $ (57 ) $ 7,916 Deferred revenue — 117 644 (50 ) 711 Debt due within one year 4,837 611 2 — 5,450 Total current liabilities 5,784 1,797 6,603 (107 ) 14,077 Long-term debt 17,101 1,185 8 — 18,294 Deferred income taxes 1,584 1,650 1,226 (2,876 ) 1,584 Deferred revenue — 27 441 — 468 Other noncurrent liabilities 2,201 2,019 3,558 (1,403 ) 6,375 Redeemable noncontrolling interest — — 35 — 35 Equity Due to (from) Time Warner Inc. and subsidiaries — (1,551 ) 27,891 (26,340 ) — Other shareholders’ equity 28,375 23,096 23,294 (46,390 ) 28,375 Total Time Warner Inc. shareholders’ equity 28,375 21,545 51,185 (72,730 ) 28,375 Noncontrolling interest — — 1 — 1 Total equity 28,375 21,545 51,186 (72,730 ) 28,376 Total liabilities and equity $ 55,045 $ 28,223 $ 63,057 $ (77,116 ) $ 69,209 Consolidating Statement of Operations For The Three Months Ended March 31, 2018 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 2,117 $ 6,164 $ (285 ) $ 7,996 Costs of revenues — (1,107 ) (3,869 ) 259 (4,717 ) Selling, general and administrative (134 ) (331 ) (964 ) 27 (1,402 ) Amortization of intangible assets — — (43 ) — (43 ) Restructuring and severance costs (1 ) (11 ) 12 — — Gain (loss) on operating assets, net — — (23 ) — (23 ) Operating income (135 ) 668 1,277 1 1,811 Equity in pretax income (loss) of consolidated subsidiaries 1,860 1,273 474 (3,607 ) — Interest expense, net (204 ) (35 ) 30 2 (207 ) Other income (loss), net (11 ) (1 ) (80 ) (2 ) (94 ) Income before income taxes 1,510 1,905 1,701 (3,606 ) 1,510 Income tax benefit (provision) 132 (225 ) (236 ) 461 132 Net income 1,642 1,680 1,465 (3,145 ) 1,642 Less Net loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Net income attributable to Time Warner Inc. shareholders $ 1,643 $ 1,681 $ 1,466 $ (3,147 ) $ 1,643 Comprehensive income $ 1,729 $ 1,786 $ 1,576 $ (3,362 ) $ 1,729 Less Comprehensive loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Comprehensive income attributable to Time Warner Inc. shareholders $ 1,730 $ 1,787 $ 1,577 $ (3,364 ) $ 1,730 Consolidating Statement of Operations For The Three Months Ended March 31, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated Revenues $ — $ 2,020 $ 5,936 $ (221 ) $ 7,735 Costs of revenues — (922 ) (3,601 ) 191 (4,332 ) Selling, general and administrative (105 ) (310 ) (884 ) 27 (1,272 ) Amortization of intangible assets — — (45 ) — (45 ) Restructuring and severance costs — (2 ) (10 ) — (12 ) Asset impairments — — (1 ) — (1 ) Gain (loss) on operating assets, net — — 7 — 7 Operating income (105 ) 786 1,402 (3 ) 2,080 Equity in pretax income (loss) of consolidated subsidiaries 2,203 1,453 557 (4,213 ) — Interest expense, net (208 ) (68 ) 16 1 (259 ) Other income (loss), net 3 (2 ) 70 1 72 Income before income taxes 1,893 2,169 2,045 (4,214 ) 1,893 Income tax benefit (provision) (470 ) (613 ) (588 ) 1,201 (470 ) Net income 1,423 1,556 1,457 (3,013 ) 1,423 Less Net loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Net income attributable to Time Warner Inc. shareholders $ 1,424 $ 1,557 $ 1,458 $ (3,015 ) $ 1,424 Comprehensive income $ 1,406 $ 1,562 $ 1,446 $ (3,008 ) $ 1,406 Less Comprehensive loss attributable to noncontrolling interests 1 1 1 (2 ) 1 Comprehensive income attributable to Time Warner Inc. shareholders $ 1,407 $ 1,563 $ 1,447 $ (3,010 ) $ 1,407 Consolidating Statement of Cash Flows For The Three Months Ended March 31, 2018 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated OPERATIONS Net income $ 1,642 $ 1,680 $ 1,465 $ (3,145 ) $ 1,642 Adjustments for noncash and nonoperating items: Depreciation and amortization 2 33 136 — 171 Amortization of film and television costs — 841 1,657 (8 ) 2,490 (Gain) loss on investments and other assets, net 11 — 35 — 46 Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries, net of cash distributions (1,860 ) (1,273 ) (474 ) 3,607 — Equity in losses of investee companies, net of cash distributions (15 ) — 52 1 38 Equity-based compensation 12 19 16 — 47 Deferred income taxes 279 158 92 (250 ) 279 Changes in operating assets and liabilities, net of acquisitions (241 ) (1,275 ) (1,680 ) (196 ) (3,392 ) Intercompany — 1,114 (1,114 ) — — Cash provided by operations from continuing operations (170 ) 1,297 185 9 1,321 Cash used by operations from discontinued operations — — (5 ) — (5 ) Cash provided by operations (170 ) 1,297 180 9 1,316 INVESTING ACTIVITIES Investments and acquisitions, net of cash acquired (6 ) (1 ) (158 ) — (165 ) Capital expenditures — (22 ) (125 ) — (147 ) Advances to (from) parent and consolidated subsidiaries 1,362 (173 ) — (1,189 ) — Other investment proceeds 5 — (1 ) — 4 Cash used by investing activities 1,361 (196 ) (284 ) (1,189 ) (308 ) FINANCING ACTIVITIES Borrowings — — 4 — 4 Debt repayments (1,535 ) — — — (1,535 ) Proceeds from exercise of stock options 20 — — — 20 Principal payments on capital leases — (3 ) (8 ) — (11 ) Dividends paid (317 ) — — — (317 ) Other financing activities 51 (27 ) (124 ) 1 (99 ) Change in due to/from parent and investment in segment — (1,151 ) (28 ) 1,179 — Cash used by financing activities (1,781 ) (1,181 ) (156 ) 1,180 (1,938 ) DECREASE IN CASH AND EQUIVALENTS (590 ) (80 ) (260 ) — (930 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 798 243 1,580 — 2,621 CASH AND EQUIVALENTS AT END OF PERIOD $ 208 $ 163 $ 1,320 $ — $ 1,691 Consolidating Statement of Cash Flows For The Three Months Ended March 31, 2017 (Unaudited; millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Time Warner Consolidated OPERATIONS Net income $ 1,423 $ 1,556 $ 1,457 $ (3,013 ) $ 1,423 Adjustments for noncash and nonoperating items: Depreciation and amortization 3 27 135 — 165 Amortization of film and television costs — 735 1,480 (12 ) 2,203 Asset impairments — — 1 — 1 (Gain) loss on investments and other assets, net (22 ) 5 (149 ) — (166 ) Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries, net of cash distributions (2,203 ) (1,453 ) (557 ) 4,213 — Equity in losses of investee companies, net of cash distributions 6 — 87 — 93 Equity-based compensation 11 23 23 — 57 Deferred income taxes (44 ) (127 ) (95 ) 222 (44 ) Changes in operating assets and liabilities, net of acquisitions 342 (12 ) (1,181 ) (1,415 ) (2,266 ) Intercompany — 605 (605 ) — — Cash provided by operations from continuing operations (484 ) 1,359 596 (5 ) 1,466 Cash used by operations from discontinued operations — — (5 ) — (5 ) Cash provided by operations (484 ) 1,359 591 (5 ) 1,461 INVESTING ACTIVITIES Investments and acquisitions, net of cash acquired (21 ) (9 ) (138 ) — (168 ) Capital expenditures — (32 ) (66 ) — (98 ) Advances to (from) parent and consolidated subsidiaries 1,543 429 1 (1,973 ) — Other investment proceeds 20 — 220 — 240 Cash used by investing activities 1,542 388 17 (1,973 ) (26 ) FINANCING ACTIVITIES Debt repayments (1,144 ) — — — (1,144 ) Proceeds from exercise of stock options 56 — — — 56 Principal payments on capital leases — (3 ) — — (3 ) Dividends paid (316 ) — — — (316 ) Other financing activities 29 (16 ) (131 ) 1 (117 ) Change in due to/from parent and investment in segment — (1,721 ) (256 ) 1,977 — Cash used by financing activities (1,375 ) (1,740 ) (387 ) 1,978 (1,524 ) DECREASE IN CASH AND EQUIVALENTS (317 ) 7 221 — (89 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 617 91 831 — 1,539 CASH AND EQUIVALENTS AT END OF PERIOD $ 300 $ 98 $ 1,052 $ — $ 1,450 |