00-24 (2)
Federal Communications Commission
Washington, DC 20554
Approved By OMB
3060-0573
FCC 394
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
FOR FRANCHISE AUTHORITY USE ONLY
SECTION I. GENERAL INFORMATION
DATE:
02/11/2000
, 1. Community Unit Identification Number:
I
2. Application for:
,----,
Assignment of Franchise
FL0492
!Xl Transfer of Control
i j
3. Franchising Authority: Clearwater, City
4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located:
Clearwater, City
5. Date system was acquired or (for system's constructed by the transferor/assignor) the date on
which service was provided to the first subscriber in the' franchise area:
No longer applicable
6. Proposed effective date of closing of the transaction assigning or transferring ownership of the
system to transferee/assignee:
As soon as practicable
7. Attach as an Exhibit a schedule of any and all additional information or material filed with this
application that is identified in the franchise as required to be provided to the franchising
authority when requesting its approval of the type of transaction that is the subject of this
application.
Exhibit No.
PART I - TRANSFEROR/ASSIGNOR
1. Indicate the name, mailing address, and telephone number of the transferor/assignor.
Legal name of Transferor/Assignor (if individual, list last name first)
Time Warner Inc.
Assumed name used for doing business (if any)
C/O Time Warner Cable
Mailing street address or P.O. Box
, 290 Harbor Drive
City
, State
ZIP Code Telephone No. (include area code)
Stamford
I CT
06904-2210 (203)328-0600
2.(a) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or
transfer of control (including any exhibits or schedules thereto necessary in order to understand the
terms thereof). If there is only an oral agreement, reduce the terms to writing and attach.
(Confidential trade, business, pricing or marketing information, or other information not otherwise
publicly available, may be redacted).
Exhibit No.
2
(b) Does the contract submitted in response to (a) above embody the full and complete agreement
between the transferor/assignor and the transferee/assignee?
If No, explain in an Exhibit.
!Xl Yes ii No
Exhibit No.
N/A
FCC 394 (Page 1)
September 1996
t,.
PART II - TRANSFEREE/ASSIGNEE
1. (a) Indicate the name, mailing address, and telephone number of the transferee/assignee.
Legal name ofTransferee/Assignee (if individual, list last name first)
AOL Time Warner Inc.
Assumed name used for doing business (if any)
C/O Time Warner Cable
Mailing street address or P.O. Box
290 Harbor Drive
City State ZIP Code Telephone No. (include area code)
Stamford CT 06902 (203) 328-0600
(b) Indicate the name, mailing address, and telephone number of person to contact, if other than transferee/assignee.
Name of contact person (list last name first)
Jeff McQuinn, President
Firm or company name (if any)
Time Warner Communications - Tampa Bav Division
Mailing street address or P.O. Box
2600 McCormick Drive, Suite 255
City State ZI P Code Telephone No. (include area code)
Clearwater FL 33759 (727) 791-7730
(c) Attach as an Exhibit the name, mailing address, and telephone number of each additional person Exhibit No.
who should be contacted, if any. N/A
(d) Indicate the address where the system's records will be maintained.
Street Address
2600 McCormick Drive, Suite 255
City State ZI P Code
Clearwater FL 33759
2. Indicate on an attached exhibit any plans to change the current terms and conditions of service
and operations of the system as a consequence of the transaction for which approval is sought. Exhibit No.
3
FCC 394 (Page 2) September 1996
....
SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS
1. Transferee/Assignee is:
IX] Corporation
a. Jurisdiction of incorporation: d. Name and address of registered agent in
Delaware jurisdiction:
b. Date of incorporation: CT Corporation
Februarv 7 2000 111 8th Ave., 13th Floor
c. For profit or not-for-profit:
For orofit New York NY 10011
D Limited Partnership
a. Jurisdiction in which formed: c. Name and address of registered agent in
jurisdiction:
b. Date of formation:
D General Partnership
a. Jurisdiction whose laws govern formation:
b. Date of formation:
D Individual
D Other. Describe in an Exhibit.
Exhibit No.
N/A
2. List the transferee/assignee, and, if the transferee/assignee is not a natural person, each of its officers, directors, stockholders
beneficially holding more than 5% of the outstanding voting shares, general partners, and limited partners holding an equity interest
of more than 5%. Use only one column for each individual or entity. Attach additional pages if necessary. (Read carefully - the
lettered items below refer to corresponding lines in the following table.)
(a) Name, residence, occupation or principal business, and principal place of business. (If other than an individual, also show name,
address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the applicant
first, officers, next, then directors and, thereafter, remaining stockholders and/or partners.
(b) Citizenship.
(c) Relationship to the transferee/assignee (e. g., officer, director, etc.).
(d) Number of shares or nature of partnership interest.
(e) Number of votes.
(f) Percentage of votes.
(a) (See Attachment 1)
(b)
(c)
(d)
(e)
(f)
FCC 394 (Page 3)
September 1996
..
* * *
**CIl
*CIl(1)
~ x' ~
(') >::l
=0>
-gr-O
0' ...., r-
~ 3':j
"Q (1) 3
:i" :E (1)
~, ~ :E
"0 :3 ~
e:. (1) :3
~;~
~ ~' 9:
(1) (') ...,
o ...... (1)
....,0Q.
O"'~S;
&; 0" :.
5' 0"' 0
(1) (1) 0"'
~ 0. (1)
_(1)0.
en' ~.("C
(t aq ~,
o.~~
o (t ~
::lo.(t
.g =i' 0.
"0 0 =i'
::: 3 03
(') ......
~ :::r
~ Vi' go
(1) aq on
~a~
::l t: 0
s::"!='.g
e:. '
;;>::l
(1)
"0
o
?-
,-... ~ E; <On ~ O~r
~ N' I'l
_. """"!":i- SO$:'-"
r r r ~;?o C
(1) (i;" 0_,
'" (1) (1) ""O~~ CIl Y'>8-
'" '"
'" '" '" ~p,o~ g. <o~
So So ....
::r -, 'TJ >r-
I'l I'l I'l 0. lTl _, N'
::: ::: ::: (1) l< ::: (1) N:E~
- - - ::s (1) I'l ::: s~ ~
~ .... n :::
':f!. ~ c n
0 ::;. p;' 0\
<: - 0\
(1)
3 ,-... ,-... ,-... ,-... Z-.lO'-'"
~ E:: 0 2: ('DVl::re
r r r < 0 ::: ;:0 :L
(1) (1) (1) (;' I'l -<o;!l.
'" '" '" :::
'" '" '" (1) I'l o~~
So So So -0 0. .., (1) ::r
I'l I'l I'l ., ~' ?'" (til (1)
::: ::s ::s (1) ::: z=.,
'"
- - - 0.: g. -<~:-c
':f!. ':f!. ~ (1) _-oo:l
0 0 a N'
(1) 8~~
::: ::ol'l~
,-... ~ '2 ~ ~ ON -0'-'"
'=' C N I'l I'l
r r < _0 c'-"
r C (i;"0 -
(1) (1)
'" (1) (;' CIl Y' > :-l
'" '"
'" '" '" (1) g. <0
So So .... -0 0
I'l ::r .., N' >r ~
I'l I'l (1)
::: ::s ::: '" (1) N:E
- - ...... 0.: ::s s~ c
':f!. ':f!. ~ (1) n
0 0 a 0\ n
0\ 0'
,-... ,-... E; ~ ,-... ON '-0 ,-...
'=' ~ 2: c N I'l I'l
r r < _0 3'-"
r C (i;"0 (1)
(1) (1) (1) (;' '"
'" '" '" CIl Y' >
'" '" '" (1) g. <0 :-'1
So So So -0
I'l .., N' >r $:
I'l I'l (1)
::s ::s ::: '" (1) N:E I'l
- 0.: ::: n
~ - - Ol'l Cl
':f!. ~ (1) ;;;'< c
0 a
0\ 0.:
:::
S'
'=' ~ E; ~ ~ Z-.l.....,'-'"
("t) VI ::r'e
r r r < c ::: ;:0 0
(1) (1) (1) (;' CIl -< 0 3
'" '" '" n I'l
'" '" '" (1) g. 0 "''''
So So So -0 .., (1) ~
I'l .., N' ?'"(til
I'l I'l n
::: ::: ::: '" (1) Z= $:
- - - 0.: ::s -<~
~ ~ ~ n n
a o3:~
0r:l(1)
::o~3
~
3 ~ E; ~ 2: Z-.J~~
(1) VI 0'-"
r r r 9 c ::: ;:0 I'l
(1) (1) (1) CIl -<0;:1.
'" ..,
'" '" '" o ~ ~
'" '" (1) g.
So So So n .., (1)
0 ?'"(tilo:l
I'l I'l I'l .., ~.
::: ::: ::: (1) z=;=;
- - - ::: -< (1) 0
.., ....
':f!. ':f!. ':f!. _-0:
0 0 0
0-
or:l
-I'l
>D
*
*
*
3 E E;
Z Z Z
g S. S.
~ ~ ~
~ ~ "E-
(=;' (S' n'
I'l I'l I'l
0" 0" 0"
(i;" (i;" n
-=' ~ E;
r r r
(1) (1) (1)
'.j', V'J V'J
'" '" '"
:;:. go g.
I'l I'l I'l
::: ::: :::
- - -
~ ~ 'J?-
~ ~ E;
r r r
(1) (1) (1)
'" '" '"
'" '" '"
s- :;:. go
I'l I'l I'l
::: ::: ::s
'o~ ~ 'it
:3 ~ E;
r r r
(1) (1) (1)
'" '" '"
'" '" '"
g- 9- g.
::s ~ ~
VI VI VI
~ t!- ~
3
r
(1)
'"
'"
So
I'l
:::
~
r
(1)
'"
'"
So
I'l
:::
':f!.
o
':f!.
o
3
r
n
'"
"-
So
I'l
:::
~
r
(1)
'"
'"
So
I'l
:::
':f!.
o
':f!.
o
E;
On
'0 '-"
~ 0
a 0
S' n
{JQ ::r
o (ii'
--,
::i
n
(1)
..,
r
(1)
'"
'"
So
I'l
:::
':f!.
o
:9;
On
'0 '-"
~ 0
a 0
S' n
{JQ ::r
o (ii'
- -,
~
n
(1)
..,
r
(1)
'"
'"
So
I'l
::s
':f!.
o
~
Z
~
~
"E-
(;'
I'l
0"
n
,-...
o
o
::r
I'l
@'
I'l
:::
On
~~
(1) ::r
~~
O~
:;' g
g c
0- :=-,
.., <:
(1)
Un
-, '-"
li <
U o'
s; (1)
o
::r"
I'l
@'
~
p,o
~
Z-.I>I?
(1) VI 0'-"
::: ;:0 r
-<g.....,
Q ;r 3'
r(til(1)
Z~:E
-< .., I'l
_-03
8~~
::0 I'l :::
!"
U
(1)
~
:::
I'l
..,
(1)
n
o
.,
'0
o
..,
a
0'
::s
,-...
2:
UNCIl'-'"
s~(te
(i;"olg.
.'" > (1)
<0:::
>r$:
N:En
s~ e;
0\ (1)
0\
c
CIl
g.
N'
(1)
:::
~
Z-.lClI?
("t) Vt (C ___
::: ;:0 @
-<go::
S;~3:
'F~
Z-r
-(1)
-< ~ <:
_-o::s
O~
ON
-I'l
>D
c
CIl
g.
N'
(1)
:::
~
~5'~G'e
1'll<(1)0"
~o2~
Cl~Z~
>g;o"""
w (1) C
o a3
W (1) (1)
o ..,.,
W :::
c
CIl
g.
N'
(1)
::s
~
uN;:01?
ctvo_
-00"
!rO("t)
Y' >- ;:I.
<O:E
>r
N:E~
OPJ::+
-'< 3
0\ I'l
0\ :::
*
c
CIl
g.
N'
(1)
:::
~
~~~e
:::;:08-
~Ol'l
-.. n ..,
0"'0.
.., (1) U
?'" (til ,
z=-o
~(1)1'l
-.. ., ..,
_-o~
0-:::
o r:l '"
- I'l *
>D *
c
CIl
g.
N'
(1)
:::
>-CIl
-It'''l
....,(i
>-l
(i-
:cO
3:~
t"l':-
:2:,0
-lc::
t"l
CIl
-l
(3
:2:
N
-l
~
>
:2:
CIl
~
t"l
~
t"l
t"l
l'
t"l
o
>
l'
,0
c::
>
t:
~
-
(i
>
-l
.....
o
:2:
CIl
* * *
**CIl
*~(1)
~ x ~
('):> ::l
.g 0 >
ar-O
0' -l r
::l -'-l
-- 3 -,
"Q (1) 3
5' ~ (1)
~,~ :E
"0 :3 ~
e:. (1) :3
"Oe:~
~...,o.
(') (1) ::;'
(1) (') (1)
o ...... (')
....,S;......
0"' on S;
~ 0 on
5' 0"' 0
(1) (1) 0"'
~ 0.. (1)
(1) 0.
;;;'~.(1j
t=D {fQ ~.
o..~~
o (t ~
::l 0.. (ti
~ =i' 0..
"0 0 =i'
::: 3 03
(') ......
~ :::r
~ Vi' So
(1) aq Vi'
~d~
::l s:: 0
="!=' =
e:. "!='
;;0
(1)
"0
o
?-
,-...
'='
r
(1)
'"
'"
So
I'l
:::
::.?.
o
3
r
(1)
'"
'"
....
::r
I'l
:::
~
3
r
(1)
'"
'"
So
~
::.?.
o
3
r
(1)
'"
'"
So
I'l
:::
::.?.
o
3
r
(1)
'"
'"
....
::r
I'l
::s
-
~
3
r
(1)
'"
'"
So
I'l
::s
::.?.
o
~
r
(1)
'"
'"
....
::r
I'l
::s
~
~
r
(1)
'"
'"
....
::r
I'l
:::
::.?.
o
~
r
(1)
'"
'"
So
I'l
:::
::.?.
o
~
r
(1)
'"
'"
So
I'l
:::
~
~
r
(1)
'"
'"
....
::r
I'l
::s
-
~
~
r
(1)
'"
'"
....
::r
I'l
:::
-
~
0::
r
(1)
'"
'"
....
::r
I'l
:::
~
E;
r
(1)
'"
'"
So
I'l
:::
::.?.
o
E;
r
(1)
'"
'"
So
I'l
::s
::.?.
o
E;
r
(1)
'"
'"
So
p;
:::
::.?.
o
E;
t"'"
(1)
'"
'"
So
I'l
::s
::.?.
o
E;
r
(1)
'"
'"
So
~
-
~
,-...
~
o
::;'
(1)
()
8'
...,
,-...
~
o
:;'
(1)
()
8'
...,
,-...
~
o
:;'
(1)
()
8'
...,
~
9-
...,
(1)
()
8'
...,
,-...
~
o
:;'
(1)
()
8'
...
~
o
:;'
(1)
()
8'
...
~
~ v: ~;;;-.
::: ;;0 ~ '-"
-< 0 Q,
o ~ '"
*~:-'
. ~ <
Z (;" -,
-< ... g
_"'0(1)
g~;a
-I'l'-
\0 :-'
* *
* *
*
c
CIl
g.
N'
(1)
::s
,-...
~
c
CIl
g.
N'
(1)
:::
ONO'-'"
~~g;e
(;" 0 (;_'
Y' >
<0:-'1
>r>
N:E:><"
o~~
~ '-< iB
0'> ::s
* *
*
*
~
ONl;;';;;-
:..~3'-"
(i;"0(1)
'" > '"
<or'
>ro:l
N:Et:;
s~ ~
0'> 0.
0'> e:..
* (1)
* *
*
c
CIl
g.
N'
(1)
:::
~
c
CIl
()
~'
N'
(1)
:::
ON..,,'-'"
=-~~e
-0:::
(1) :><"
.'" > r
< 0,
>ro
N:E~
S~ ~
0'> -
0'> 0.
* *
*
*
~
c
CIl
()
~'
N'
(1)
:::
ON>'-'"
s~(t;"e
(i;"0l<
Y' >- ~
<o~
>r...
~:E~
-~ ::t
0'> I'l
~ jQ'
*
*
'-
:-'
*
~
,....
'-
CIl
g.
N'
(1)
:::
ON:E;;;-
c ~ _.-
(;"0
Y' >- I'l
03
~r:Z
N:E3::
01'l(1)
~ '-< ;:;'
~ g
* *
*
3
r
(1)
'"
'"
So
I'l
:::
::.?.
o
,-...
'='
r
(1)
'"
'"
So
I'l
:::
~
~
r
(1)
'"
'"
So
I'l
:::
~
3
r
(1)
'"
'"
....
::r
I'l
:::
~
,-...
~
r
(1)
'"
'"
So
I'l
:::
~
,-...
~
r
(1)
'"
'"
So
I'l
:::
~
~
r
(1)
'"
'"
So
I'l
::s
::.?.
o
~
r
(1)
'"
'"
So
I'l
::s
-
~
,-...
~
r
(1)
'"
'"
So
I'l
:::
~
~
r
(1)
'"
'"
So
I'l
:::
::.?.
o
~
r
n
'"
'"
So
I'l
:::
::.?.
o
,-...
~
,..
0,
'"
'"
So
I'l
:::
-
~
E;
r
(1)
'"
'"
....
::r
~
~
E;
r
(1)
'"
'"
So
I'l
:::
~
E;
r
(1)
'"
'"
....
::r
I'l
:::
~
E;
r
(1)
'"
'"
so
I'l
:::
::.?.
o
E;
r
()
'"
'"
So
I'l
:::
::.?.
o
E;
r
()
'"
'"
So
I'l
:::
::.?.
o
,-...
~
u
:;'
(1)
()
8'
...
,-...
~
9-
...
(1)
()
8'
...
,-...
~
u
:;'
(1)
()
~
,-...
~
o
:;'
(1)
()
8'
...
,-...
~
o
:;'
(1)
()
8'
...
,-...
~
~
(1)
()
8'
...
~
Z--ICIl'-'"
nVl(te
::: ;:o!g-
-< g (1)
o :><":::
... (1) "Tj
1'" ~ .
z=o:l
...... (1) 0
"...-
_"'0(1)
0-:::
o~g-
I'l ()
\0 ::r
* *
: *
c
CIl
g.
N'
(1)
::s
~
Z--I'-'-'"
nt.h~e
::: ;:0 :::
-<go
o :><"'
?-~~
z=::S
(1) i3'
-<"';:1.
_"'O::r
g ~ :
I'l
\0
*
*
*
c
CIl
g.
N'
(1)
::s
~
~v:o;;;-
'" ~--
:::;:Oe:..
-<go.
s;~o
r & ~
z-(1)
-<!f~
_"'Oe:..
g~P-
-I'l'-
\0 :-'
* *
* *
*
c
CIl
g.
N'
(1)
:::
tv
~
~V:Q:€
:::8'~
;;:~~
T*,~
3~Cil
,,'" *
_ "'0 *
g~
-I'l
\0
*
*
*
c
CIl
g.
N'
(1)
:::
~
c
CIl
g.
N'
(1)
::s
~v:~:€
:::8'5-
;;:~g
* (1) $:
. ~ I'l
Z~*
-<... *
_ "'0 *
g~
-I'l
\0
*
*
*
~
~v:~:€
:::;:08-
-< 0 I'l
o~~
?-~~
z="
-< ~ "'*
_ "'0 *
oj;;"
ON
I'l
\0
*
*
*
c
CIl
g.
N'
(1)
:::
* * *
* * CIl '""
~
* CIl (1) v.
0 l< <: 00
(1)
(') >::l
(')
t: 0>
"0
g. r-O
0' -lr-
::l -, -l
~ 3 -,
..., (1) 3
5' :E(1)
(') ~ :E
-0' :3 ~
e:. ~ 3
"0 (1)
i>l 0.""
..., 0.
(') (1) ::;'
(1) (') (1)
0 ...... (')
...., 0 ......
..., 0
0"' on ...,
= ...... on
on 0 ......
5' 0"' 0
(1) (1) 0"'
on 0.(1)
on
(1) 0.
tn" ~.("O
(t ~ Jg'
o.g.::l
o (1) g.
;:l 0. (1)
.g =i' 0.
"0 0 =i'
- 3 0
-, 3
(') ......
~ :::r ......
cr" -, :::r
-on
(1)aq C;;'
>..., aq
::l 0 ...,
::l s:: 0
s::"!=' =
e:. "!='
;;0
(1)
"0
o
?-
3 ,-... E; :s ,-... ON 0'-'"
~ ~ C N 2.,C
_0
r r t"'" 0 C (i;"o 5'
(1) (1) (1) ::j' CIl .'" >
'" '" '" ~
'" '" '" (1) g. <0
So So So a
8 >r '"0
g I'l I'l ..., N' 0
::s ::s (1) N:E:;;
- - - ::s S~ ~
~ ~ ~
0 0 '" *
'"
*
*
*
,-... ~ E; :s ~ ON ..",-...
~ s:: N .., I'l
_0 I'l'-"
r r r 0 C (i;"0 ::s
(1) (1) (1) ::j' CIl .'" > ::s:::
'" '" '"
'" '" '" (1) g. <0 :::
So So So a
I'l I'l I'l ~ N' >r ~
::: ::: ::: (1) N:E ;:0
:::
- - - Ol'l I'l
~ ~ ~ (;'< 5'
0 0
'" (1)
* '"
* *
*
3 ~ E; :s ~ ON ~;;
C N (1) '-"
r _0 ::s
r r 0 C (;'"0 Z
n (1) (1) :;' CIl .'" >
'" '" '" 0
'" '" '" (1) g. <0
So So So a <:
8 >r I'l
I'l N' a
I'l I'l .., N:E77'
::: ::: ::: (1)
- - - ::: o I'l *
~ ~ ~ (;'<
0 '"
w
3, If the applicant is a corporation or a limited partnership, is the transferee/assignee formed under the
laws of, or duly qualified to transact business in, the State or other jurisdiction in which the system
operates?
If the answer is No, explain in an Exhibit.
4, Has the transferee/assignee had any interest in or in connection with an applicant which has been
dismissed or denied by any franchise authority?
If the answer is Yes, describe circumstances in an Exhibit.
5, Has an adverse finding been made or an adverse final action been taken by any court or
administrative body with respect to the transferee/assignee in a civil, criminal or administrative
proceeding, brought under the provisions of any law or regulation related to the following: any
felony; revocation, suspension or involuntary transfer of any authorization (including cable
franchises) to provide video programming services; mass media related antitrust or unfair
competition; fraudulent statements to another government unit; or employment discrimination?
If the answer is Yes, attach as an Exhibit a full description of the persons and matter(s) involved,
including an identification of any court or administrative body and any proceeding (by dates and file
numbers, if applicable), and the disposition of such proceeding,
6, Are there any documents, instruments, contracts or understandings relating to ownership or future
ownership rights with respect to any attributable interest as described in Question 2 (including, but
not limited to, non-voting stock interests, beneficial stock ownership interests, options, warrants,
debentures)?
If Yes, provide particulars in an Exhibit.
7, Do documents, instruments, agreements or understandings for the pledge of stock of the
transferee/assignee, as security for loans or contractual performance, provide that: (a) voting rights
will remain with the applicant, even in the event of default on the obligation; (b) in the event of
default, there will be either a private or public sale of the stock; and (c) prior to the exercise of any
ownership rights by a purchaser at a sale described in (b), any prior consent of the FCC and/or of the
franchising authority, if required pursuant to federal, state or local law or pursuant to the terms of
the franchise agreement will be obtained?
If No, attach as an Exhibit a full explanation,
SECTION III. TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS
1, The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from
committed resources to consummate the transaction and operate the facilities for three months,
2, Attach as an Exhibit the most recent financial statements, prepared in accordance with generally
accepted accounting principles, including a balance sheet and income statement for at least one full
year, for the transferee/assignee or parent entity that has been prepared in the ordinary course of
business, if any such financial statements are routinely prepared, Such statements, if not otherwise
publicly available, may be marked CONFIDENTIAL and will be maintained as confidential by the
franchise authority and its agents to the extent permissible under local law,
SECTION IV, TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS
Set forth in an Exhibit a narrative account of the transferee's/assignee's technical qualifications, experience
and expertise regarding cable television systems, including, but not limited to, summary information about
appropriate management personnel that will be involved in the system's management and operations, The
transferee/assignee may, but need not, list a representative sample of cable systems currently or formerly
owned or operated,
FCC 394 (Page 4)
[i] Yes 0 No
Exhibit No,
4
DYes [i] No
Exhibit No,
5
!XJ Yes 0 No
Exhibit No,
6
D Yes [i] No
Exhibit No,
[iJ Yes 0 No
Exhibit No,
7
Iil Yes 0 No
Exhibit No,
8
Exhibit No,
9
September 1996
SECTION V - CERTIFICATIONS
Part I - Transferor/Assignor
All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits
are a material part hereof and are incorporated herein as if set out in full in the application.
Signature
I CERTIFY that the statements in this application are true,
complete and correct to the best of my knowledge and belief and
are made in good faith,
Date
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE
PUNISHABLE BY FINE AND/OR IMPRISONMENT. U,S, CODE, Print full name
TITLE 18, SECTION 1001, Spencer Hays
Check appropriate classification:
D Individual D General Partner
O Corporate Officer D
X Other, Explain:
(Indicate Title)
Vice President and Deputy General Counsel
Part II - Transferee/Assignee
All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits
are a material part hereof and are incorporated herein as if set out in full in the application,
The transferee/assignee certifies that he/she:
(a) Has a current copy of the FCC's Rules governing cable television systems,
(b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local
ordinances and related regulations,
(c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related
regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure
any violations thereof or defaults thereunder presently in effect or ongoing,
I CERTIFY that the statements in this application are true,
complete and correct to the best of my knowledge and belief and
are made in good faith,
~~
Date
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE
PUNISHABLE BY FINE AND/OR IMPRISONMENT, U,S. CODE, Print full name
TITLE 18, SECTION 1001, Thomas McEnerney
Check appropriate classification:
D Individual D
General Partner
I:l Corporate Officer
~ (Indicate Title)
Vice President
D Other, Explain:
FCC 394 (Page 5)
September 1996
EXHmIT 1
The applicable cable franchise does not specify any additional information or material that is
required to be provided to the franchising authority in connection with a transfer of control of the
franchise,
EXHmIT 2
Attached hereto is the Agreement and Plan of Merger ("Agreement") between America
Online, Inc, and Time Warner Inc" dated as of January 10,2000, including all associated exhibits,
The Agreement and exhibits embody the full and complete agreement between America Online,
Inc, and Time Warner Inc, with respect to their pending merger, and thus all documents necessary
in order to understand the terms of this transaction are being provided, Various schedules
referenced in the Agreement contain confidential trade, business, pricing or marketing
information, or other information not publicly available, and are not necessary in order to
understand the terms of this transaction, are thus are not required to be included, Nevertheless,
such documents are available for inspection by appropriate franchising authority officials at any
mutually convenient time and in a manner that ensures protection of confidentiality, by contacting
the individual listed in Part II, Section I, Question 1 (b) of this Form,
Pursuant to the Agreement, America Online, Inc, and Time Warner Inc, will each merge
into wholly-owned subsidiaries of a new Delaware corporation, AOL Time Warner Inc, Thus, as
a result of this merger of equals, AOL Time Warner Inc, will become the new ultimate parent of
both America Online, Inc, and Time Warner Inc, The Time Warner related entity that holds the
cable franchise for your community will remain in existence and will continue to be the franchise
holder and operator of your system, just as before,
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
DATED AS OF JANUARY 10,2000
BETWEEN
AMERICA ONLINE, INe.
AND
TIME WARNER INC.
00316~-0087-02269-~J18ECH9-~GA
Exhibit
Exhibit A
Exhibit B
Exhibit C
Exhibit D-l
Exhibit D-2
Exhibit 6.11
Exhibit 7.2(c)(l)
Exhibit 7.2(c)(2)
Exhibit 7.2(c)(3)
LIST OF EXHIBITS
Title
Stock Option Agreement for Time Warner
Stock Option Agreement for America Online
Voting Agreement
Form of Restated Certificate of Incorporation of Holdco
Form of Bylaws of Hold co
Form of Affiliate Agreement
Form of Hold co Representations Letters
Form of America Online Representations Letter
Form of Time Warner Representations Letter
C03~3Q-C:C~-022E9-AO:2ECH9-~GA
VI
AGREEMENT AND PLAN OF MERGER, dated as of January 10, 2000 (this
"Agreement"), between AMERlCA ONLINE, INC., a Delaware corporation ("America Online"),
and TIME WARNER INC., a Delaware corporation ("Time Warner").
WIINESSEIH:
WHEREAS, the Boards of Directors of Time Warner and America Online deem it
advisable and in the best interests of each corporation and its respective stockholders that Time
Wamer and America Online engage in a business combination in a merger of equals in order to
advance the long-term strategic business interests of Time Warner and America Online;
WHEREAS, the combination of Time Warner and America Online shall be effected
by the terms of this Agreement through the Mergers (as defined in Section 2. 1 (b));
WHEREAS, in furtherance thereof, the Board of Directors of each of Time Warner
and America Online have approved the applicable Merger, upon the terms and subject to the
conditions set forth in this Agreement, pursuant to which each share of capital stock of Time Warner
and each share of capital stock of America Online issued and outstanding immediately prior to the
Effective Time (as defined in Section 2.3) will be converted into the right to receive shares of capital
stock of Hold co (as defined in Section 1.1) as set forth herein;
WHEREAS, (i) as a condition and inducement to America Online's willingness to
enter into this Agreement and the America Online Stock Option Agreement referred to below,
America Online and Time Warner are entering into a Stock Option Agreement dated as of the date
hereof in the form of Exhibit A (the "Time Warner Stock Option Aweement") pursuant to which
Time Warner is granting to America Online an option to purchase shares of the common stock, par
value $0.01 per share, of Time Warner ('l"ime Warner Common Stock") and (ii) as a condition and
inducement to Time Warner's willingness to enter into this Agreement and the Time Warner Stock
Option Agreement, Time Warner and America Online are entering into a Stock Option Agreement
dated as of the date hereof in the form of Exhibit B (the "America Online Stock Qption Aweement"
and, together with the Time Warner Stock Option Agreement, the "Stock Option Aweements"),
pursuant to which America Online is granting to Time Warner an option to purchase shares of the
common stock, par value $0.01 per share, of America Online ("America Online Common Stock");
WHEREAS, as a condition and inducement to America Online's willingness to enter
into this Agreement and the America Online Stock Option Agreement, America Online and certain
stockholders of Time Warner (the "Designated Stockholders") are entering into an agreement dated
as of the date hereof in the form of Exhibit C (the "Voting Agreement") pursuant to which the
OS3~~~-OQ07-C2269-~C18S:~9-~GA
Designated Stockholders have agreed, among other things, to vote their shares of Time Warner
Common Stock in favor of the adoption of this Agreement; and
WHEREAS, for Federal income tax purposes, it is intended that the Mergers shall
qualify as exchanges within the meaning of Section 351 of the Internal Revenue Code of 1986, as
amended (the "Code"), and as reorganizations within the meaning of Section 368(a) of the Code an:l
the regulations promulgated thereunder.
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this Agreement and in the Stock
Option Agreements, and intending to be legally bound hereby and thereby, the parties hereto agree
as follows:
ARTICLE I
FORMATION OF HOLDING COMPANY AND SUBSIDIARIES
1.1 Organization of Holdco. As promptly as practicable following the
execution of this agreement and receipt of any required approvals, Time Warner and America
Online shall cause a new corporation ("Holdco") to be organized under the laws of the State of
Delaware. The certificate of incorporation and bylaws of Holdco shall initially be as agreed
upon by Time Warner and America Online. The authorized capital stock of Holdco shall initially
consist of 100 shares of common stock, par value $0.01 per share (the "Holdco Common
Stock"), of which one share shall be issued to Time Warner and one share shall be issued to
America Online. Time Warner and America Online shall take, and shall cause Holdco to take,
all requisite action to cause the certificate of incorporation of Holdco to be in the form of Exhibit
D-l (the "Holdco Charter") and the bylaws of Holdco to be in the form of Exhibit D-2 (the
"Holdco Bylaws"), in each case, at the Effective Time.
1.2 Directors and Officers of Hold co, Prior to the Effective Time, the
directors and officers of Holdco shall consist of equal numbers of representatives of America
Online and Time Warner and shall initially be as designated and elected by Time Warner and
America Online. Time Warner and America Online shall take all requisite action to cause the
directors and officers of Holdco as of the Effective Time to be as provided in Section 6.2. Each
such director and officer shall remain in office until his or her successors are elected in
accordance with Schedule 6.2(a) and the Holdco Bylaws.
1.3 Organization of Merger Subsidiaries. As promptly as practicable
following the execution of this Agreement, Holdco shall cause to be organized for the sole
purpose of effectuating the Mergers contemplated herein:
003120-0001-02269-A018ECH9-~GA
2
(a) a corporation organized under the laws of the State of Delaware ("Time
Warner Merger Sub"); the certificate of incorporation and bylaws of Time Warner Merger Sub
shall be in such forms as shall be determined by Holdco as soon as practicable following the
execution of this Agreement and the authorized capital stock of Time Warner Merger Sub shall
initially consist of 100 shares of common stock, par value $0.01 per share, all of which shares
shall be issued to Holdco at a price of$1.00 per share; and
(b) a corporation organized under the laws of the State of Delaware
("America Online Merger Sub" and, together with Time Warner Merger Sub, the "Merger
Subsidiaries"); the certificate of incorporation and bylaws of America Online Merger Sub shall
be in such forms as shall be determined by Holdco as soon as practicable following the execution
of this Agreement; and the authorized capital stock of America Online Merger Sub shall initially
consist of 100 shares of common stock, par value $0.01 per share, all of which shares shall be
issued to Holdco at a price of $1.00 per share.
1.4 Actions of Directors and Officers. As promptly as practicable following
the execution of this Agreement, Time Warner and America Online shall take all requisite action
to designate the directors and officers of Hold co and each of the Merger Subsidiaries and to take
such steps as may be necessary or appropriate to complete the organization of Holdco and the
Merger Subsidiaries. Time Warner and America Online shall cause the directors of Hold co to
ratify and approve this Agreement, and the directors of the Merger Subsidiaries to ratify and
approve this Agreement.
1.5 Actions of Time Warner and America Online. As promptly as
practicable following the execution of this Agreement, Time Warner and America Online, as the
holders of all the outstanding shares of Hold co Common Stock, shall adopt this Agreement and
shall cause HoIdco, as the sole stockholder of each of the Merger Subsidiaries, to adopt this
Agreement. Each of Time Warner and America Online shall cause Holdco, and Holdco shall
cause the Merger Subsidiaries, to perform their respective obligations under this Agreement. As
promptly as practicable after the date hereof the parties shall cause this Agreement to be
amended to add Holdco and the Merger Subsidiaries as parties hereto and each Merger
Subsidiary shall become a constituent corporation in its respective Merger.
ARTICLE II
THE MERGERS; CERT AIN RELATED MATTERS
2.1 The Mergers. Upon the terms and subject to the conditions set forth in
this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"),
except as set forth on Schedule 2.1 :
003720-0007-02269-A018SC~9-~GA
3
(a) Time Warner Merger Sub shall be merged with and into Time Warner
(the "Time Warner Meq~er"). Time Warner shall be the surviving corporation in the Time
Warner Merger and shall continue its corporate existence under the laws of the State of
Delaware. As a result of the Time Warner Merger, Time Warner shall become a wholly owned
subsidiary of Holdco.
(b) America Online Merger Sub shall be merged with and into America
Online (the "America Online Mereer"). America Online shall be the surviving corporation in the
America Online Merger and shall continue its corporate existence under the laws of the State of
Delaware. As a result of the America Online Merger, America Online shall become a wholly
owned subsidiary of Hold co. The Time Warner Merger and the America Online Merger are
together referred to herein as the "Mergers".
2.2 Closine. Upon the terms and subject to the conditions set forth in
Article VII and the termination rights set forth in Article VIII, the closing of the Mergers (the
"Closing") will take place on the first Business Day after the satisfaction or waiver (subject to
applicable law) of the conditions (excluding conditions that, by their nature, cannot be satisfied
until the Closing Date (as defined below)) set forth in Article VII, unless this Agreement has
been theretofore terminated pursuant to its terms or unless another time or date is agreed to in
writing by the parties hereto (the actual time and date ofthe Closing being referred to herein as
the "Closing Date"). The Closing shall be held at the offices of Simpson Thacher & Bartlett, 425
Lexington Avenue, New York, New York, 10017, unless another place is agreed to in writing by
the parties hereto.
2.3 Effective Time. As soon as practicable following the satisfaction or
waiver (subject to applicable law) of the conditions set forth in Article VII, at the Closing the
parties shall file the Certificates of Merger (as defined below) with the Secretary of State of the
State of Delaware in such form as is required by and executed and acknowledged in accordance
with the relevant provisions of the DGCL and make all other filings or recordings required under
the DGCL. The Mergers shall become effective at (i) the date and time both of the certificate of
merger relating to the Time Warner Merger (the "Time Warner Certificate of Mereer") and the
certificate of merger relating to the America Online Merger (the "America Online Certificate of
Merger" and, together with the Time Warner Certificate of Merger, the "Certificates of Merger")
are duly filed with the Secretary of State of the State of Delaware or (ii) such subsequent time as
America Online and Time Warner shall agree and as shall be specified in the Certificates of
Merger; provided that both Mergers shall become effective at the same time (such time as the
Mergers become effective being the "Effective Time").
2.4 Effects of the Mergers. At and after the Effective Time, the Mergers
will have the effects set forth in the DGCL.
CO 37 SC-GOQ7 - 022 6 9-.;0 18 ~c~ 9-~!C;A
4
2.5 Charters and Bylaws.
(a) Certificates of IncOI:poration. The Restated Certificate of Incorporation
of Time Warner, as in effect immediately prior to the Effective Time, shall be the certificate of
incorporation of the surviving corporation in the Time Warner Merger. The Restated Certificate
of Incorporation of America Online, as in effect immediately prior to the Effective Time, shall be
the certificate of incorporation of the surviving corporation in the America Online Merger.
(b) Bylaws. The bylaws of Time Warner, as in effect immediately prior to
the Effective Time, shall be the bylaws of the surviving corporation in the Time Warner Merger.
The bylaws of America Online, as in effect immediately prior to the Effective Time, shall be the
bylaws of the surviving corporation in the America Online Merger.
2.6 Officers and Directors. The officers and directors of Time Warner
Merger Sub immediately prior to the Effective Time shall be the officers and directors of the
surviving corporation in the Time Warner Merger. The officers and directors of America Online
Merger Sub immediately prior to the Effective Time shall be the officers and directors of the
surviving corporation in the America Online Merger.
2.7 Effect on Time Warner Capital Stock. As of the Effective Time, by
virtue of the Time Warner Merger and without any action on the part of the holder of any shares
of Time Warner Capital Stock (as defined in Section 2.7(c)) or any shares of capital stock of
Time Warner Merger Sub:
(a) Capital Stock of Time Warner Merger Sub. Each issued and
outstanding share of common stock, par value $0.01 per share, of Time Warner Merger Sub shall
be converted into the right to receive one fully paid and nonassessable share of common stock,
par value $.01 per share, of the surviving corporation in the Time Warner Merger.
(b) Cancellation ofTreasUI)' Stock. Subject to Section 3.5, each share of
Time Warner Capital Stock issued and owned or held by Time Warner at the Effective Time
shall, by virtue of the Time Warner Merger, cease to be outstanding and shall be canceled and
retired, and no consideration shall be delivered in exchange therefor.
(c) Conversion of Time Warner Capital Stock. Subject to Section 3.5, each
issued and outstanding share of Time Warner Capital Stock (other than shares to be canceled in
accordance with Section 2.7(b) and other than shares subject to Section 2.10) shall be converted
into the right to receive fully paid and nonassessable shares of Holdco Capital Stock (as defined
below) in accordance with the following table:
003730-0Q07-J2269-AO:6SC~9-~GA
5
Each Share of the Specified
Class or Series of Time Warner Capital Stock
Time Warner Common Stock .............
Time Warner Series LMCN-V Common... ..
Stock, par value $0.01 per share
("Time Warner Series LMCN-V
Common Stock")
Time Warner Series LMC Common. , '. , .. ,
Stock, par value $0.01 per share
("Time Warner Series LMC Common
Stock")
Time Warner Series E Convertible .........
Preferred Stock,
par value $0.10 per share
("Time Warner Series E Preferred
Stock")
Q03~5C-CC07-C22€9-AJ:6SC~9-~GA
Number and Class or Series of Shares of
Holdco Capital Stock Into Which Converted
1.5 shares (as the same may be adjusted
according to Section 2.9, the "Exchange
Ratio") of Hold co Common Stock
1.5 shares of Series LMCN-V Common
Stock, par value $0.01 per share, of Hold co
("Holdco Series LMCN- V Common Stock");
provided that the "Formula Number" (as
defined in the Certificate of Designations for
the Time Warner Series LMCN-V Common
Stock (the "Series LMCN-V Certificate")) in
effect immediately prior to the Effective Time
shall be the Formula Number for the Holdco
Series LMCN-V Common Stock issued
pursuant to the Mergers and no adjustment to
the Formula Number or conversion rights of
such stock shall be made pursuant to the
terms of the Series LMCN-V Certificate,
including Section 3.6 thereof
1.5 shares of Series LMC Common Stock, par
value $0.01 per share, of Hold co ("Holdco
Series LMC Common Stock"); provided that
the "Formula Number" (as.defined in the
Certificate of Designations for the Time
Warner Series LMC Common Stock (the
"Series LMC Certificate")) in effect
immediately prior to the Effective Time shall
be the Formula Number for the Holdco Series
LMC Common Stock issued pursuant to the
Mergers and no adjustment to the Formula
Number or conversion rights of such stock
shall be made pursuant to the terms of the
Series LMC Certificate, including Section 3.6
thereof
One share of Series E Convertible Preferred
Stock, par value $0.10 per share, of Hold co
("Holdco Series E Preferred Stock")
6
Each Share of the Specified
Class or Series of Time Warner Capital Stock
Time Warner Series F Convertible .........
Preferred Stock,
par value $0.10 per share
("Time Warner Series F Preferred
Stock")
Time Warner Series I Convertible. . . . . . . . . .
Preferred Stock,
par value $0.10 per share
("Time Warner Series F Preferred
Stock")
Time Warner Series J Convertible. . . . . . . . . ,
Preferred Stock,
par value $0.10 per share ("Time
Warner Series J Preferred Stock" and
together, with Time Warner Series E
Preferred Stock, Time Warner Series F
Preferred Stock and Time Warner
Series I Preferred Stock, the "Time
Warner Preferred Stock")
Number and Class or Series of Shares of
Holdco Capital Stock Into Which Converted
One share of Series F Convertible Preferred
Stock, par value $0.10 per share, of Hold co
("Holdco Series F Preferred Stock")
One share of Series I Convertible Preferred
Stock, par value $0.10 per share, of Holdco
("Holdco Series I Preferred Stock")
One share of Series J Convertible Preferred
Stock, par value $0.10 per share, of Hold co
("Holdco Series J Preferred Stock" and,
together with Holdco Common Stock, Holdco
Series LMCN- V Common Stock, Holdco
Series LMC Common Stock, Holdco Series E
Preferred Stock, Holdco Series F Preferred
Stock and Holdco Series I Preferred Stock,
the "Holdco Capital Stock")
The Time Warner Series LMCN-V Common Stock and the Time Warner Series
LMC Common Stock are referred to herein collectively as the "Time Warner Series Common
Stock." The Time Warner Common Stock, the Time Warner Series Common Stock and the
Time Warner Preferred Stock are referred to herein collectively as the "Time Warner Capital
Stock." The shares of Holdco Capital Stock into which shares of Time Warner Capital Stock are
converted pursuant to the foregoing are referred to herein collectively as the "Time Warner
Merger Consideration."
As a result of the Time Warner Merger and without any action on the part of the
holders thereof, at the Effective Time, all shares of Time Warner Capital Stock shall cease to be
outstanding and shall be canceled and retired and shall cease to exist, and each holder of a
certificate which immediately prior to the Effective Time represented any such shares of Time
Warner Capital Stock (such certificate or other evidence of ownership, a "Time Warner
Certificate") shall thereafter cease to have any rights with respect to such shares of Time Warner
Capital Stock, except the right (subject to Section 2.10) to receive the applicable Time Warner
Merger Consideration with respect thereto and any cash in lieu of fractional shares of applicable
Holdco Capital Stock with respect thereto to be issued in consideration therefor and any
8C3ie:-G007-02269-Ao~aSC~9-~GA
7
dividends or other distributions to which holders of Time Warner Capital Stock become entitled
all in accordance with Article III upon the surrender of such Time Warner Certificate.
2.8 Time Warner Stock Options and Other Equity-Based Awards.
(a) Each Time Warner Stock Option (as defined in Section 4.2(b)) granted
prior to the Effective Time and which remains outstanding immediately prior to the Effective
Time shall cease to represent a right to acquire shares of Time Warner Common Stock and shall
be converted (each, as so converted, a "Time Warner Converted Option"), at the Effective Time,
into an option to acquire, on the same terms and conditions as were applicable under the Time
Warner Stock Option (but taking into account any changes thereto, including the acceleration
thereof, provided for in the Time Warner Stock Option Plans (as defined in Section 4.2(b)), in
any award agreement or in such option by reason of this Agreement or the transactions
contemplated hereby), that number of shares of Holdco Common Stock determined by
multiplying the number of shares of Time Warner Common Stock subject to such Time Warner
Stock Option by the Exchange Ratio, rounded, if necessary, to the nearest whole share of Hold co
Common Stock, at a price per share (rounded to the nearest one-hundredth of a cent) equal to the
per share exercise price specified in such Time Warner Stock Option divided by the Exchange
Ratio; provided, however, that in the case of any Time Warner Stock Option to which Section
421 of the Code applies by reason of its qualification under Section 422 of the Code, the option
price, the number of shares subject to such option and the terms and conditions of exercise of
such option shall be determined in a manner consistent with the requirements of Section 424(a)
of the Code.
(b) Each restricted share of Time Warner Common Stock granted pursuant
to the Time Warner Stock Option Plans (each such share, a "Time Warner Restricted Share" and,
together with each other Time Warner Restricted Share outstanding as of the date hereof and all
other restricted shares granted by Time Warner after the date hereof in accordance with the Time
Warner Stock Option Plans and Section 5.2, the "Time Warner Restricted Shares") which is
outstanding immediately prior to the Effective Time shall vest and become free of restrictions to
the extent provided by the terms thereof. Each award of Time Warner Restricted Shares shall be
converted, as of the Effective Time, into that number of shares of Holdco Common Stock
determined by multiplying the number of shares subject to the award by the Exchange Ratio; and
the aggregate number of shares of Holdco Common Stock as so determined shall be delivered to
the respective holders of Time Warner Restricted Shares as soon as practicable following the
Effective Time. America Online acknowledges that the acceleration of vesting as a result of the
Time Warner Merger of all Time Warner Stock Options outstanding as of January 9, 2000 in
accordance with their terms shall not constitute a Material Adverse Effect on Time Warner.
(c) As soon as practicable after the Effective Time, Holdco shall deliver to
the holders of Time Warner Stock Options appropriate notices setting forth such holders' rights
pursuant to the respective Time Warner Stock Option Plans and agreements evidencing the
grants of such Time Warner Stock Options (including that, in connection with the Time Warner
OC3~:2-0007-02269-~c:eSCH9-~GA
8
Merger and to the extent provided by the terms of the Time Warner Stock Option Plans, the Time
Warner Stock Options have become fully vested and exercisable) and stating that such Time
Warner Stock Options and agreements shall be assumed by Holdco and shall continue in effect
on the same terms and conditions (subject to the adjustments required by this Section 2.8 after
giving effect to the Time Warner Merger and the terms of the Time Warner Stock Option Plans).
To the extent permitted by law, Holdco shall comply with the terms of the Time Warner Stock
Option Plans and shall take such reasonable steps as are necessary or required by, and subject to
the provisions of, such Time Warner Stock Option Plans, to have the Time Warner Stock
Options which qualified as incentive stock options prior to the Effective Time continue to qualify
as incentive stock options of Holdco after the Effective Time.
(d) Prior to the Effective Time, Holdco shall take all necessary action to
assume as of the Effective Time all obligations undertaken by, or on behalf of Holdco under this
Section 2.8 and to adopt at the Effective Time the Time Warner Stock Option Plans and each
Time Warner Converted Option, and to take all other actions called for by this Section 2.8,
including the reservation, issuance and listing of a number of shares of Holdco Common Stock at
least equal to the number of shares of Hold co Common Stock that will be subject to Time
Warner Converted Options. No later than the Effective Time, Holdco shall file a registration
statement on Form S-8 (or any successor or, including if Form S-8 is not available, other
appropriate forms) with respect to the shares of Holdco Common Stock subject to such options
or restricted shares and shall maintain the effectiveness of such registration statement or
registration statements (and maintain the current status of the prospectus or prospectuses
contained therein) for so long as such options or restricted shares remain outstanding.
2.9 Certain Adjustments. If, between the date of this Agreement and the
Effective Time (and as permitted by Sections 5.1 and 5.2), the outstanding shares of America
Online Common Stock or the outstanding shares of Time Warner Common Stock or Time
Warner Series Common Stock shall have been increased, decreased, changed into or exchanged
for a different number of shares or different class, in each case, by reason of any reclassification,
recapitalization, stock split, split-up, combination or exchange of shares or a stock dividend or
dividend payable in any other securities shall be declared with a record date within such period,
or any similar event shall have occurred, the applicable Merger Consideration (as defmed in
Section 2.11(c)) shall be appropriately adjusted to provide to the holders of Time Warner
Common Stock, Time Warner Series Common Stock and America Online Common Stock the
same economic effect as contemplated by this Agreement prior to such event.
2.10 Time Warner Appraisal Rii,!hts. (a) Notwithstanding anything in this
Agreement to the contrary and unless provided for by applicable law, shares of Time Warner
Series Common Stock and Time Warner Preferred Stock that are issued and outstanding
immediately prior to the Effective Time and that are owned by stockholders who have properly
perfected their rights of appraisal within the meaning of Section 262 of the nGCL (the "Time
Warner Dissenting Shares") shall not be converted into the right to receive the applicable Time
Warner Merger Consideration with respect thereto, unless and until such stockholders shall have
003750-0007-02269-A018SCH9-MGA
9
failed to perfect their right of appraisal under applicable law, but, instead, the holders thereof
shall be entitled to payment of the appraised value of such Time Warner Dissenting Shares in
accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or
shall have effectively withdrawn or lost such right of appraisal, each share of Time Warner
Series Common Stock and Time Warner Preferred Stock held by such stockholder shall
thereupon be deemed to have been converted into the right to receive and become exchangeable
for, at the Effective Time, the applicable Time Warner Merger Consideration with respect
thereto, in the manner provided for in Section 2.7.
(b) Time Warner shall give America Online (i) prompt notice of any
demands for appraisal tiled pursuant to Section 262 ofthe DGCL received by Time Warner,
withdrawals of such objections and any other instruments served or delivered in connection with
such demands pursuant to the DGCL and received by Time Warner and (B) the opportunity to
participate in all negotiations and proceedings with respect to demands under the DGCL
consistent with the obligations of Time Warner thereunder. Time Warner shall not, except with
the prior written consent of America Online, (x) make any payment with respect to any such
demand, (y) offer to settle or settle any such demand or (z) waive any failure to timely deliver a
written demand for appraisal or timely take any other action to perfect appraisal rights in
accordance with the DGCL.
2.11 Effect on America Online Common Stock. As of the Effective Time, by
virtue of the America Online Merger and without any action on the part of the holder of any
shares of America Online Common Stock or any shares of capital stock of America Online
Merger Sub:
(a) Capital Stock of America Online Meq~er Sub. Each issued and
outstanding share of common stock, par value $0.01 per share, of America Online Merger Sub
shall be converted into the right to receive one fully paid and nonassessable share of common
stock, par value $0.01 per share, of the surviving corporation in the America Online Merger.
(b) Cancellation of Treasury Stock. Subject to Section 3.5, each share of
America Online Common Stock issued and owned or held by America Online at the Effective
Time shall, by virtue of the America Online Merger, cease to be outstanding and shall be
canceled and retired, and no consideration shall be delivered in exchange therefor.
(c) Conversion of America Online Common Stock. Subject to Section 3.5,
each issued and outstanding share of America Online Common Stock (other than shares to be
canceled in accordance with Section 2.11 (b)) shall be converted into the right to receive one fully
paid and nonassessable share of Holdco Common Stock (the "America Online Mereer
Consideration" and, together with the Time Warner Merger Consideration, the "Merl:er
Consideration"),
CC37eC-CC07-02269-A01BSCH9-MGA
10
As a result of the America Online Merger and without any action on the part of
the holders thereof, at the Effective Time, all shares of America Online Common Stock shall
cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder
of a certificate which immediately prior to the Effective Time represented any such shares of
America Online Common Stock (an "America Online Certificate" and, together with the Time
Warner Certificates, the "Certificates") shall thereafter cease to have any rights with respect to
such shares of America Online Common Stock, except the right to receive the America Online
Merger Consideration to be issued in consideration therefor and any dividends or other
distributions to which holders of America Online Common Stock become entitled all in
accordance with Article III upon the surrender of such America Online Certificate.
2.12 America Online Stock Options and Other Equity-Based Awards.
(a) Each America Online Stock Option (as defmed in Section 4. 1 (b))
granted prior to the Effective Time and which remains outstanding immediately prior to the
Effective Time shall cease to represent a right to acquire shares of America Online Common
Stock and shall be converted (each, as so converted, an "America Online Converted Option"), at
the Effective Time, into an option to acquire, on the same terms and conditions as were
applicable under the America Online Stock Option (but taking into account any changes thereto,
including the acceleration thereof, provided for in the America Online Stock Option Plans (as
defined in Section 4. 1 (b)), in any award agreement or in such option by reason of this Agreement
or the transactions contemplated hereby), that number of shares of Hold co Common Stock equal
to the number of shares of America Online Common Stock subject to such America Online Stock
Option, at a price per share equal to the per share exercise price specified in such America Online
Stock Option; provided, however, that in the case of any America Online Stock Option to which
Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the
option price, the number of shares subject to such option and the terms and conditions of exercise
of such option shall be determined in a manner consistent with the requirements of Section
424(a) ofthe Code.
(b) Each restricted share of America Online Common Stock granted
pursuant to the America Online Stock Option Plans (each such share, an "America Online
Restricted Share" and, together with each other America Online Restricted Share outstanding as
of the date hereof and all other restricted shares granted by America Online after the date hereof
in accordance with the America Online Stock Option Plans and Section 5.1, the "America Online
Restricted Shares") which is outstanding immediately prior to the Effective Time shall vest and
become free of restrictions to the extent provided by the terms thereof. Each America Online
Restricted Share shall be converted, as of the Effective Time, into a share of Hold co Common
Stock; and such shares of Hold co Common Stock shall be delivered to the respective holders of
the America Online Restricted Shares as soon as practicable following the Effective Time. Time
Warner acknowledges that the acceleration of vesting as a result of the America Online Merger
of all America Online Stock Options outstanding as of the date hereof in accordance with their
terms shall not constitute a Material Adverse Effect on America Online.
00378C-0007-02269-A018ECc.9-~GA
11
(c) As soon as practicable after the Effective Time, Holdco shall deliver to
the holders of America Online Stock Options appropriate notices setting forth such holders'
rights pursuant to the respective America Online Stock Option Plans and agreements evidencing
the grants of such America Online Stock Options (including that, in connection with the America
Online Merger and to the extent provided by the terms of the America Online Stock Option
Plans, the America Online Stock Options have become fully vested) and stating that such
America Online Stock Options and agreements shall be assumed by Holdco and shall continue in
effect on the same terms and conditions (subject to the adjustments required by this Section 2.12
after giving effect to the America Online Merger and the terms of the America Online Stock
Option Plans). To the extent permitted by law, Holdco shall comply with the terms of the
America Online Stock Option Plans and shall take such reasonable steps as are necessary or
required by, and subject to the provisions of, such America Online Stock Option Plans, to have
the America Online Stock Options which qualified as incentive stock options prior to the
Effective Time continue to qualify as incentive stock options of Holdco after the Effective Time.
(d) Prior to the Effective Time, Holdco shall take all necessary action to
assume as of the Effective Time all obligations undertaken by, or on behalf of Holdco under this
Section 2.12 and to adopt at the Effective Time the America Online Stock Option Plans and each
America Online Converted Option, and to take all other actions called for by this Section 2.12,
including the reservation, issuance and listing of a number of shares of Hold co Common Stock at
least equal to the number of shares of Holdco Common Stock that will be subject to America
Online Converted Options. No later than the Effective Time, Holdco shall file a registration
statement on Form S-8 (or any successor or, including if Form S-8 is not available, other
appropriate forms) with respect to the shares of Holdco Common Stock subject to such options
or restricted shares and shall maintain the effectiveness of such registration statement or
registration statements (and maintain the current status of the prospectus or prospectuses
contained therein) for so long as such options or restricted shares remain outstanding.
ARTICLE III
EXCHANGE OF CERTIFICATES
3.1 Exchange Fund, Prior to the Effective Time, America Online shall
appoint a commercial bank or trust company reasonably acceptable to Time Warner, or a
subsidiary thereof, to act as exchange agent hereunder for the purpose of exchanging Certificates
for the applicable Merger Consideration (the "Exchange Agent"). At or prior to the Effective
Time, Holdco shall deposit with the Exchange Agent, in trust for the benefit of holders of shares
of Time Warner Capital Stock and America Online Common Stock, certificates representing the
shares of the Holdco Capital Stock issuable pursuant to Sections 2.7 and 2.11 in exchange for
outstanding shares of Time Warner Capital Stock and America Online Common Stock. Holdco
agrees to make available to the Exchange Agent from time to time as needed, cash sufficient to
pay cash in lieu of fractional shares pursuant to Section 3.5 and any dividends and other
003'80-C007-C2269-A018ECH9-~GA
12
distributions pursuant to Section 3.3. Any cash and certificates representing HoIdco Capital
Stock deposited with the Exchange Agent shall hereinafter be referred to as the "Exchang-e
Fund".
3.2 Exchang-e Procedures. Promptly after the Effective Time, Holdco shall
cause the Exchange Agent to mail to each holder of a Certificate (i) a letter of transmittal which
shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass,
only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in
customary form and have such other provisions as America Online or Time Warner may
reasonably specify (such letter to be reasonably acceptable to Time Warner and America Online
prior to the Effective Time) and (ii) instructions for effecting the surrender of such Certificates in
exchange for the applicable Merger Consideration, together with any dividends and other
distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender of a
Certificate to the Exchange Agent together with such letter of transmittal, duly executed and
completed in accordance with the instructions thereto, and such other docwnents as may
reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to
receive in exchange therefor (A) one or more shares of Hold co Capital Stock (which shall be in
uncertificated book-entry form unless a physical certificate is requested or is otherwise required
by applicable law or regulation) representing, in the aggregate, the whole nwnber of shares that
such holder has the right to receive pursuant to Sections 2.7 or 2.11 (after taking into account all
shares of Time Warner Capital Stock and America Online Common Stock then held by such
holder) and (B) a check in the amount equal to the cash that such holder has the right to receive
pursuant to the provisions of this Article III, including cash in lieu of any fractional shares of
Holdco Capital Stock pursuant to Section 3.5 and dividends and other distributions pursuant to
Section 3.3. No interest will be paid or will accrue on any cash payable pursuant to Section 3.3
or Section 3.5. In the event of a transfer of ownership of Time Warner Capital Stock which is
not registered in the transfer records of Time Warner or a transfer of ownership of America
Online Common Stock which is not registered in the transfer records of America Online, one or
more shares of Hold co Capital Stock evidencing, in the aggregate, the proper nwnber of shares of
HoIdco Capital Stock, a check in the proper amount of cash in lieu of any fractional shares of
Holdco Capital Stock pursuant to Section 3.5 and any dividends or other distributions to which
such holder is entitled pursuant to Section 3.3, may be issued with respect to such Time Warner
Capital Stock or America Online Common Stock to such a transferee if the Certificate
representing such shares of Time Warner Capital Stock or America Online Common Stock is
presented to the Exchange Agent, accompanied by all documents required to evidence and effect
such transfer and to evidence that any applicable stock transfer taxes have been paid.
3.3 Distributions with Respect to Unexchang-ed Shares. No dividends or
other distributions with a record date after the Effective Time shall be paid to the holder of any
unsurrendered Certificate with respect to the shares of Hold co Capital Stock that such holder
would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of
fractional shares of Holdco Capital Stock shall be paid to any such holder pursuant to Section 3.5
until such holder shall surrender such Certificate in accordance with Section 3.2, Subject to the
003780-0007-02269-A018ECH9-~GA
13
effect of applicable laws, following surrender of any such Certificate, there shall be paid to the
record holder thereof without interest, (a) promptly after the time of such surrender, the amount
of any cash payable in lieu of fractional shares of Hold co Capital Stock to which such holder is
entitled pursuant to Section 3.5 and the amount of dividends or other distributions with a record
date after the Effective Time theretofore paid with respect to such whole shares of Hold co
Capital Stock, and (b) at the appropriate payment date, the amount of dividends or other
distributions with a record date after the Effective Time and a payment date subsequent to such
surrender payable with respect to such shares of Holdco Capital Stock.
3.4 No Further Ownership Ri2hts in Time Warner Capital Stock or America
Online Common Stock. All shares of Hold co Capital Stock issued and cash paid upon
conversion of shares of Time Warner Capital Stock or America Online Common Stock in
accordance with the terms of Article II and this Article III (including any cash paid pursuant to
Sections 3.3 or 3.5) shall be deemed to have been issued or paid in full satisfaction of all rights
pertaining to the shares of Time Warner Capital Stock or America Online Common Stock.
3.5 No Fractional Shares of Holdco Capital Stock.
(a) No certificates or scrip or shares of Hold co Capital Stock representing
fractional shares of Holdco Capital Stock or book-entry credit of the same shall be issued upon
the surrender for exchange of Certificates and such fractional share interests will not entitle the
owner thereof to vote or to have any rights of a stockholder of HoIdco or a holder of shares of
Holdco Capital Stock.
(b) Notwithstanding any other provision of this Agreement, each holder of
shares of Time Warner Common Stock exchanged pursuant to the Time Warner Merger who
would otherwise have been entitled to receive a fraction of a share of Holdco Common Stock or
Holdco Series Common Stock (determined after taking into account all Certificates delivered by
such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the
product of (i) such fractional part of a share of Holdco Common Stock multiplied by (ii) the
closing price for a share of Holdco Common Stock as reported on the New York Stock
Exchange, Inc. ("NYSE") Composite Transactions Tape on the first trading day following the
date on which the Effective Time occurs. As promptly as practicable after the determination of
the amount of cash, if any, to be paid to holders of fractional interests, the Exchange Agent shall
so notify Holdco, and Holdco shall deposit such amount with the Exchange Agent and shall
cause the Exchange Agent to forward payments to such holders of fractional interests subject to
and in accordance with the terms hereof.
3.6 Termination of Exchange Fund. Any portion of the Exchange Fund
which remains undistributed to the holders of Certificates for six months after the Effective Time
shall, at Holdco's request, be delivered to Holdco or otherwise on the instruction of Holdco, and
any holders of the Certificates who have not theretofore complied with this Article III shall after
such delivery look only to Holdco for the Merger Consideration with respect to the shares of
003;80-0007-02269-A018SCH9-MGA
14
Time Warner Capital Stock or America Online Common Stock formerly represented thereby to
which such holders are entitled pursuant to Sections 2.7, 2.11 and 3.2, any cash in lieu of
fractional shares of Hold co Capital Stock to which such holders are entitled pursuant to Section
3.5 and any dividends or distributions with respect to shares of Holdco Capital Stock to which
such holders are entitled pursuant to Section 3.3. Any such portion of the Exchange Fund
remaining unclaimed by holders of shares of Time Warner Capital Stock or America Online
Conunon Stock immediately prior to such time as such amounts would otherwise escheat to or
become property of any Governmental Entity (as defmed in Section 4. I (c)(iii)) shall, to the
extent permitted by law, become the property of Hold co free and clear of any claims or interest
of any Person previously entitled thereto.
3.7 No Liability. None of Holdco, America Online, America Online Merger
Sub, Time Warner, Time Warner Merger Sub or the Exchange Agent shall be liable to any
Person in respect of any Merger Consideration from the Exchange Fund delivered to a public
official pursuant to any applicable abandoned property, escheat or similar law.
3.8 Investment of the Exchange Fund. The Exchange Agent shall invest any
cash included in the Exchange Fund as directed by Holdco on a daily basis; provided that no
such investment or loss thereon shall affect the amounts payable to Time Warner or America
Online stockholders pursuant to Article II and the other provisions of this Article III. Any
interest and other income resulting from such investments shall promptly be paid to Holdco.
3.9 Lost Certificates, If any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to
be lost, stolen or destroyed and, if required by Holdco, the posting by such Person of a bond in
such reasonable amount as Holdco may direct as indemnity against any claim that may be made
against it with respect to such Certificate, the Exchange Agent will deliver in exchange for such
lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the
shares of Time Warner Capital Stock or America Online Conunon Stock formerly represented
thereby, any cash in lieu of fractional shares of Holdco Capital Stock, and unpaid dividends and
distributions on shares of Holdco Capital Stock deliverable in respect thereof, pursuant to this
Agreement.
3.10 Withholding Rights. Holdco shall be entitled to deduct and withhold
from the consideration otherwise payable pursuant to this Agreement to any holder of shares of
Time Warner Capital Stock or America Online Common Stock such amounts as it is required to
deduct and withhold with respect to the making of such payment under the Code and the rules
and regulations promulgated thereunder, or any provision of state, local or foreign tax law. To
the extent that amounts are so withheld by Holdco, such withheld amounts shall be treated for all
purposes of this Agreement as having been paid to the holder of the shares of Time Warner
Capital Stock or America Online Common Stock in respect of which such deduction and
\vithholding was made by Holdco,
003780-0007-02269-A018SCH9-XGA
15
3.11 Further Assurances. At and after the Effective Time, the officers and
directors of Bold co will be authorized to execute and deliver, in the name and on behalf of
America Online, America Online Merger Sub, Time Warner or Time Warner Merger Sub, any
deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of
America Online, America Online Merger Sub, Time Warner or Time Warner Merger Sub, any
other actions and things to vest, perfect or confIrm of record or otherwise in Boldco any and all
right, title and interest in, to and under any of the rights, properties or assets acquired or to be
acquired by Boldco as a result of, or in connection with, the Mergers.
3.12 Stock Transfer Books. The stock transfer books of Time Warner and
America Online shall be closed immediately upon the Effective Time and there shall be no
further registration of transfers of shares of Time Warner Capital Stock or America Online
Common Stock thereafter on the records of Time Warner or America Online. On or after the
Effective Time, any Certificates presented to the Exchange Agent or Bo1dco for any reason shall
be converted into the right to receive the applicable Merger Consideration with respect to the
shares of Time Warner Capital Stock or America Online Common Stock fonnerly represented
thereby (including any cash in lieu of fractional shares of Holdco Capital Stock to which the
holders thereof are entitled pursuant to Section 3.5 and any dividends or other distributions to
which the holders thereof are entitled pursuant to Section 3.3).
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties of America Online. Except as disclosed
in the America Online Filed SEC Reports (as defined in Section 4. 1 (d)(ii)) or as set forth in the
America Online Disclosure Schedule delivered by America Online to Time Warner prior to the
execution of this Agreement (the "America Online Disclosure Schedule"), America Online
represents and warrants to Time Warner as follows:
(a) Organization. Standing and Power: Subsidiaries.
(i) Each of America Online and each of its Subsidiaries (as defIned in
Section 9.11) is a corporation or other organization duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation or organization, has the requisite
power and authority to own, lease and operate its properties and to carry on its business as now
being conducted, except where the failure to be so organized, existing and in good standing or to
have such power and authority, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect (as defined in Section 9.11) on America Online, and
is duly qualified and in good standing to do business in each jurisdiction in which the nature of
its business or the ownership or leasing of its properties makes such qualification necessary other
than in such jurisdictions where the failure so to qualify or to be in good standing, individually or
QJ37~C-0007-C2269-AO:8ECP.9-~GA
16
in the aggregate, would not reasonably be expected to have a Material Adverse Effect on
America Online. The copies of the certificate of incorporation and bylaws of America Online
which were previously furnished or made available to Time Warner are true, complete and
correct copies of such documents as in effect on the date of this Agreement.
(ii) Exhibit 21 to America Online's Annual Report on Form lO-K for the
fiscal year ended June 30, 1999 includes all the Subsidiaries of America Online which as of the
date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of
the Securities and Exchange Commission (the "SEC")). All the outstanding shares of capital
stock of, or other equity interests in, each such Significant Subsidiary have been validly issued
and are fully paid and nonassessable and are, except as set forth in such Exhibit 21, owned
directly or indirectly by America Online, free and clear of all pledges, claims, liens, charges,
encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and
free of any other restriction (including any restriction on the right to vote, sell or otherwise
dispose of such capital stock or other ownership interests), except for restrictions imposed by
applicable securities laws. Except as disclosed in Section 4.1(a) of the America Online
Disclosure Schedule, as of the date of this Agreement, neither America Online nor any of its
Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest
convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or
other business association or entity (other than Subsidiaries), that is or would reasonably be
expected to be material to America Online and its Subsidiaries taken as a whole.
(b) Capital Structure.
(i) As of January 5, 2000, the authorized capital stock of America Online
consists of (A) 6,000,000,000 shares of America Online Common Stock, of which 2,274,045,973
shares were outstanding and (B) 5,000,000 shares of Preferred Stock, par value $0.01 per share,
none of which were outstanding and 500,000 of which have been designated Series A-I Junior
Participating Preferred Stock and reserved for issuance upon exercise of the rights (the "America
Online Rights") distributed to the holders of America Online Common Stock pursuant to the
Rights Agreement, dated as of May 12, 1998 between America Online and BankBoston, N.A., as
Rights Agent (the "America Online Riehts Aereement"). Except as disclosed in Section 4.1(b)
of the America Online Disclosure Schedule, since January 5, 2000 to the date of this Agreement,
there have been no issuances of shares of the capital stock of America Online or any other
securities of America Online other than pursuant to options or rights outstanding as of January 5,
2000 under the Benefit Plans (as defmed in Section 9.11(b)) of America Online or conversion of
convertible debt securities of America Online. All issued and outstanding shares of the capital
stock of America Online are duly authorized, validly issued, fully paid and nonassessable and
free of any preemptive rights. There were outstanding as of January 5, 2000 no options, warrants
or other rights to acquire capital stock from America Online other than (x) the America Online
Rights, (y) options and other rights to acquire America Online Common Stock from America
Online representing in the aggregate the right to purchase approximately 376,107,825 shares of
America Online Common Stock (such options, together with the other employee stock options
00378C-8007-02269-kO:2~C~9-MGA
17
issued by America Online after the date hereof in accordance with the America Online Stock
Option Plans and Section 5.1, collectively, the "America Online Stock Options") under America
Online's Employee Stock Purchase Plan, 1992 Employee, Director and Consultant Stock Option
Plan, Quantum Computer Services, Inc. 1987 Stock Incentive Plan and Quantum Computer
Services, Inc. Incentive Stock Option Plan (1985) and other option plans assumed by America
Online (collectively, the "America Online Stock Option Plans") and (z) the 4% Convertible
Subordinated Notes due November 15,2002 of America Online and the Convertible
Subordinated Notes due 2019 of America Online. Except in connection with new hire grants of
America Online Stock Options made in a manner consistent with past practice to purchase, in the
aggregate, not more than 100,000 shares of America Online Common Stock, Section 4.1 (b) of
the America Online Disclosure Schedule sets forth a complete and correct list, as of January 5,
2000, of the number of shares of America Online Common Stock subject to America Online
Stock Options or other rights to purchase or receive America Online Common Stock granted
under the America Online Benefit Plans or otherwise and the weighted average exercise price of
the outstanding America Online Stock Options referenced therein. Except in connection with
new hire grants of America Online Stock Options made in a manner consistent with past practice
to purchase, in the aggregate, not more than 100,000 shares of America Online Common Stock,
no options or warrants or other rights to acquire capital stock from America Online have been
issued or granted since January 5,2000 to the date of this Agreement.
(ii) No bonds, debentures, notes or other indebtedness of America Online
having the right to vote on any matters on which holders of capital stock of America Online may
vote ("America Online Voting Debt") are issued or outstanding.
(iii) Except as otherwise set forth in this Section 4. 1 (b) or in Section 4. 1 (b)
of America Online Disclosure Schedule, as of the date of this Agreement, there are no securities,
options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any
kind to which America Online or any of its Subsidiaries is a party or by which any of them is
bound obligating America Online or any of its Subsidiaries to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock or other voting securities of America
Online or any of its Subsidiaries or obligating America Online or any of its Subsidiaries to issue,
grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement,
arrangement or undertaking. Except as disclosed in Section 4.1 (b) of the America Online
Disclosure Statement, as of the date of this Agreement, there are no outstanding obligations of
America Online or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares
of capital stock of America Online or any of its Subsidiaries.
(c) Authority: No Conflicts.
(i) America Online has all requisite corporate power and authority to enter
into this Agreement and the Stock Option Agreements and to consummate the transactions
contemplated hereby and thereby, subject in the case of the consummation of the America Online
Merger to the adoption of this Agreement by the Required America Online Vote (as defined in
003760-0007-02269-nOl8SCH9-MGh
18
Section 4.I(g)). The execution and delivery of this Agreement and the Stock Option Agreements
and the consummation of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action on the part of America Online and no other
corporate proceedings on the part of America Online are necessary to authorize the execution and
delivery of this Agreement or to consummate the America Online Merger and the other
transactions contemplated hereby, subject in the case of the consummation of the America
Online Merger to the adoption of this Agreement by the Required America Online Vote. This
Agreement and the Stock Option Agreements have been duly executed and delivered by America
Online and constitute valid and binding agreements of America Online, enforceable against
America Online in accordance with their respective terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or
affecting creditors generally or by general equity principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(ii) The execution and delivery of this Agreement and the Stock Option
Agreements by America Online do not, and the consummation by America Online of the
America Online Merger and the other transactions contemplated hereby and thereby will not,
conflict with, or result in any violation of, or constitute a default (with or without notice or lapse
of time, or both) under, or give rise to a right of, or result by its terms in the, termination,
amendment, cancellation or acceleration of any obligation or the loss of a material benefit under,
or the creation of a Lien, charge, "put" or "call" right or other encumbrance on, or the loss of,
any assets, including Intellectual Property (any such conflict, violation, default, right of
termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant
to: (A) any provision of the certificate of incorporation or bylaws or similar organizational
document of America Online or any Significant Subsidiary of America Online, or (B) except (I)
as, individually or in the aggregate, (2) would not reasonably be expected to have a Material
Adverse Effect on America Online or would not prevent or materially delay the consummation of
the Mergers, subject to obtaining or making the consents, approvals, orders, authorizations,
registrations, declarations and filings referred to in paragraph (iii) below and except with respect
to employee stock options and other awards or (3) set forth in Section 4. I (c)(ii) of the America
Online Disclosure Schedule, any loan or credit agreement, note, mortgage, bond, indenture,
lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to America
Online or any Subsidiary of America Online or their respective properties or assets.
(iii) No consent, approval, order or authorization of, or registration,
declaration or filing with, any supranational, national, state, municipal, local or foreign
government, any instrumentality, subdivision, court, administrative agency or commission or
other authority thereof, or any quasi-governmental or private body exercising any regulatory,
taxing, importing or other governmental or quasi-governmental authority (a "Governmental
Entity") or any other Person, is required by or with respect to America Online or any Subsidiary
of America Online in connection with the execution and delivery of this Agreement and the
Stock Option Agreements by America Online or the consummation of the America Online
CC372C-OC07-C2269-~O:S~CH9-MGA
19
Merger and the other transactions contemplated hereby and thereby, except for those required
under or in relation to (A) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), Council Regulation No. 4064/89 of the European Community, as
amended (the "EC Merger Regulation"), the Competition Act (Canada) and the Investment
Canada Act of 1985 (Canada) ("Canadian Investment Regulations"), (B) state securities or "blue
sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as amended (the "Securities
Act"), (D) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (E) the
DGCL with respect to the filing of the Certificates of Merger, (F) the rules and regulations of the
NYSE, (G) antitrust or other competition laws of other jurisdictions, (H) the Communications
Act of 1934, as amended, and the rules and regulations of the Federal Communications
Commission or any successor entity (the "FCC") thereunder (the "Communications Act"),
(1) rules and regulations of (x) the cable franchising authorities having jurisdiction over the cable
systems of Time Warner and its Subsidiaries and Affiliates (the "Franchising Authorities") and
(y) the state public service commissions having jurisdiction over the assets of Time Warner and
its Subsidiaries and Affiliates ("PUCs") and (J) such consents, approvals, orders, authorizations,
registrations, declarations and filings the failure of which to make or obtain, individually or in
the aggregate, would not reasonably be expected to have a Material Adverse Effect on America
Online. Consents, approvals, orders, authorizations, registrations, declarations and filings
required under or in relation to any of the foregoing clauses (A) through (1) are hereinafter
referred to as "Necessary Consents".
(d) Reports and Financial Statements.
(i) America Online has filed all required registration statements,
prospectuses, reports, schedules, forms, statements and other documents required to be filed by it
with the SEC since July I, 1997 (collectively, including all exhibits thereto, the "America Online
SEC Reports"). Except as set forth in Section 4.I(d) of the America Online Disclosure Schedule,
no Subsidiary of America Online is required to file any form, report, registration statement,
prospectus or other document with the SEC. None of the America Online SEC Reports, as of
their respective dates (and, if amended or superseded by a filing prior to the date of this
Agreement, then on the date of such filing), contained or will contain any untrue statement of a
material fact or omitted or will omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading. Each of the financial statements (including the related notes) included in
the America Online SEC Reports presents fairly, in all material respects, the consolidated
financial position and consolidated results of operations and cash flows of America Online and
its consolidated Subsidiaries as of the respective dates or for the respective periods set forth
therein, all in conformity with United States generally accepted accounting principles ("GAAP")
consistently applied during the periods involved except as otherwise noted therein, and subject,
in the case of the unaudited interim financial statements, to the absence of notes and normal year-
end adjustments that have not been and are not expected to be material in amount. All of such
America Online SEC Reports, as of their respective dates (and as of the date of any amendment
to the respective America Online SEC Report), complied as to form in all material respects with
003730-0007-02269-A022SCH9-MGA
20
the applicable requirements of the Securities Act and the Exchange Act and the rules and
regulations promulgated thereunder.
(ii) Except as disclosed in the America Online SEC Reports filed and
publicly available prior to the date hereof (the "America Online Filed SEC R~orts"), America
Online and its Subsidiaries have not incurred any liabilities that are of a nature that would be
required to be disclosed on a balance sheet of America Online and its Subsidiaries or the
footnotes thereto prepared in conformity with GAAP, other than (A) liabilities incurred in the
ordinary course of business, (B) liabilities incurred in accordance with Section 5.1, (C) liabilities
for Taxes (as defined in Section 4. I (m)) or (D) liabilities that, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect on America Online.
(e) Information Supplied.
(i) None of the information supplied or to be supplied by America Online
for inclusion or incorporation by reference in (A) the Form S-4 (as defined in Section 6.1) will, at
the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the
time it becomes effective under the Securities Act, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in light ofthe circumstances under which they were made, not misleading and (B) the
Joint Proxy Statement/Prospectus (as defined in Section 6.1) will, on the date it is first mailed to
Time Warner stockholders or America Online stockholders or at the time of the Time Warner
Stockholders Meeting or the America Online Stockholders Meeting (each as defmed in Section
6.1), contain any untrue statement of a material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Form S-4 and the Joint Proxy
Statement/Prospectus will comply as to form in all material respects with the requirements of the
Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder.
(ii) Notwithstanding the foregoing provisions of this Section 4.1(e), no
representation or warranty is made by America Online with respect to statements made or
incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on
information supplied by Time Warner for inclusion or incorporation by reference therein.
(f) Board Approval. The Board of Directors of America Online, by
resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held
and not subsequently rescinded or modified in any way (the "America Online Board AWroval"),
has duly (i) determined that this Agreement and the America Online Merger and the America
Online Stock Option Agreement are fair to and in the best interests of America Online and its
stockholders and declared the America Online Merger to be advisable, (ii) approved this
Agreement, the America Online Stock Option Agreement, the Voting Agreement, the America
Online Merger, and (iii) recommended that the stockholders of America Online adopt this
Agreement and directed that such matter be submitted for consideration by America Online's
003iSO-0007-02269-A015EC~9-~GA
21
stockholders at the America Online Stockholders Meeting. The America Online Board Approval
constitutes approval of this Agreement, the America Online Stock Option Agreement and the
America Online Merger for purposes of Section 203 of the nGCL and Article EIGHTH of the
Restated Certificate of Incorporation of America Online. To the knowledge of America Online,
except for Section 203 of the nGCL (which has been rendered inapplicable), no state takeover
statute is applicable to this Agreement, the America Online Stock Option Agreement or the
America Online Merger or the other transactions contemplated hereby or thereby.
(g) Vote ReQuired. The affIrmative vote of the holders of a majority of the
outstanding shares of America Online Common Stock to adopt this Agreement (the "ReQuired
America Online Vote") is the only vote of the holders of any class or series of America Online
capital stock necessary to approve or adopt this Agreement, the America Online Stock Option
Agreement and the America Online Merger and to consummate the America Online Merger and
the other transactions contemplated hereby and thereby.
(h) Litigation: Compliance with Laws.
(i) There are no suits, actions, judgments or proceedings (collectively,
"Actions") pending or, to the knowledge of America Online, threatened, against or affecting
America Online or any Subsidiary of America Online or any property or asset of America Online
or any Subsidiary of America Online which, individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect on America Online, nor are there any judgments,
decrees, injunctions, rules or orders of any Governmental Entity or arbitrator outstanding against
America Online or any Subsidiary of America Online which, individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect on America Online.
(ii) Except as, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect on America Online, America Online and its
Subsidiaries hold all permits, licenses, franchises, variances, exemptions, orders and approvals
of all Governmental Entities which are necessary for the operation of the businesses as now
being conducted of America Online and its Subsidiaries, taken as a whole (the "America Online
Permits"), and no suspension or cancellation of any of the America Online Permits is pending or,
to the knowledge of America Online, threatened. America Online and its Subsidiaries are in
compliance with the terms of the America Online Permits, except where the failure to so comply,
individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect on America Online. Neither America Online nor its Subsidiaries is in violation of, and
America Online and its Subsidiaries have not received any notices of violations with respect to,
any laws, statutes, ordinances, rules or regulations of any Governmental Entity, except for
violations which, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect on America Online.
(i) Absence of Certain Changes or Events. Except as disclosed in Section
4,1 (i) of the America Online Disclosure Schedule and for liabilities permitted to be incurred in
0037SQ-OOQ7-02269-A016ECE9-MGA
22
accordance with this Agreement or the transactions contemplated hereby, since September 30,
1999, America Online and its Subsidiaries have conducted their business only in the ordinary
course and in a manner consistent with past practice and, since December 31, 1998, there have
not been any changes, circumstances or events which, individually or in the aggregate, have had,
or would reasonably be expected to have, a Material Adverse Effect on America Online.
(j) Intellectual Property: Year 2000.
(i) Except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on America Online: (a) America Online and each of
its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all
Intellectual Property (as defined below) used in or necessary for the conduct of its business as
currently conducted; (b) to the knowledge of America Online, the use of any Intellectual Property
by America Online and its Subsidiaries does not infringe on or otherwise violate the rights of any
Person, (c) the use of the Intellectual Property is in accordance with applicable licenses pursuant
to which America Online or any Subsidiary acquired the right to use any Intellectual Property;
and (d) to the knowledge of America Online, no Person is challenging, infringing on or otherwise
violating any right of America Online or any of its Subsidiaries with respect to any Intellectual
Property owned by and/or licensed to America Online or its Subsidiaries. As of the date of this
Agreement, except as would not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect on America Online, neither America Online nor any of its Subsidiaries
has knowledge of any pending claim, order or proceeding with respect to any Intellectual
Property used by America Online and its Subsidiaries and to its knowledge no Intellectual
Property owned and/or licensed by America Online or its Subsidiaries is being used or enforced
in a manner that would reasonably be expected to result in the abandonment, cancellation or
unenforceability of such Intellectual Property. For purposes of this Agreement, "Intellectual
Property" shall mean trademarks, service marks, brand names, certification marks, trade dress
and other indications of origin, the goodwill associated with the foregoing and registrations in
any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any
extension, modification or renewal of any such registration or application; inventions,
discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for
patents (including, without limitation, divisions, continuations, continuations in part and renewal
applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic
information, trade secrets and confidential information and rights in any jurisdiction to limit the
use or disclosure thereof by any person; writings and other works, whether copyrightable or not,
in any jurisdiction; and registrations or applications for registration of copyrights in any
jurisdiction, and any renewals or extensions thereof: any similar intellectual property or
proprietary rights.
(ii) Prior to the date of this Agreement, America Online and its Subsidiaries
have undertaken a concerted effort to ensure that all of the computer software, computer
firmware, computer hardware, and other similar or related items of automated, computerized,
and/or software system(s) that are used or relied on by America Online or any or its Subsidiaries
00378C-0007-02269-A018ECH9-~GA
23
in the conduct of their respective businesses will not malfunction, will not cease to function, will
not generate incorrect data, and will not provide incorrect results when processing, providing
and/or receiving (a) date-related data into and between the years 1999 and 2000 and (b) date-
related data in connection with any valid date in the twentieth and twenty-first centuries. As of
the date of this Agreement, except as would not reasonably be expected, individually or in the
aggregate, America Online reasonably believes that such effort will be successful.
(k) Brokers or Finders. No agent, broker, investment banker, fmancial
advisor or other firm or Person is or will be entitled to any broker's or finder's fee or any other
similar commission or fee in connection with any of the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of America Online, except Salomon
Smith Barney, Inc., whose fees and expenses will be paid by America Online.
(1) Opinion of America Online Financial Advisor. America Online has
received the opinion of Salomon Smith Barney, Inc., dated the date of this Agreement, to the
effect that, as of such date, the Exchange Ratio is fair to America Online, from a fmancial point
of view, a copy of which opinion will be made available to Time Warner promptly after the date
of this Agreement.
(m) Taxes. Each of America Online and its Subsidiaries has filed all Tax
Returns required to have been filed (or extensions have been duly obtained) and has paid all
Taxes required to have been paid by it, except where failure to file such Tax Returns or pay such
Taxes would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on America Online. For purposes of this Agreement: (i) "Tax" (and, with
correlative meaning, "Taxes") means any federal, state, local or foreign income, gross receipts,
property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or
add on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty,
governmental fee or other like assessment or charge of any kind whatsoever, together with any
interest or penalty, imposed by any governmental authority or any obligation to pay Taxes
imposed on any entity for which a party to this Agreement is liable as a result of any
indemnification provision or other contractual obligation, and (ii) "Tax Return" means any
return, report or similar statement required to be filed with respect to any Tax (including any
attached schedules), including, without limitation, any infonnation return, claim for refund,
amended return or declaration of estimated Tax.
N either America Online nor any of its Subsidiaries has taken any action or knows
of any fact that is reasonably likely to prevent the Mergers from qualifying as exchanges within
the meaning of Section 351 of the Code and as reorganizations within the meaning of Section
368( a) of the Code.
(n) Certain Contracts. As of the date hereof, except as disclosed in Section
4.1(n) of the America Online Disclosure Schedule, neither America Online nor any of its
Subsidiaries is a party to or bound by (i) any "material contracts" (as such term is defined in Item
0037BO-0007-02269-AC18SCH9-MGA
24
601(b)(lO) of Regulation S-K of the SEe) with respect to America Online and its Subsidiaries or
(ii) any material agreement that restricts the ability of America Online or Time Warner or any of
their Subsidiaries or affiliates to distribute, promote, market or otherwise offer Internet and
interactive services, Internet and interactive progranuning, or Internet and interactive
functionality on the cable systems owned by Time Warner or its Subsidiaries or affiliates
(collectively, "America Online Internet Restrictions"). All contracts described in clause (i) are
valid and in full force and effect except to the extent they have previously expired in accordance
with their terms or if the failure to be in full force and effect, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect on America Online. Neither
America Online nor any of its Subsidiaries has violated any provision of, or committed or failed
to perform any act which with or without notice, lapse of time or both would constitute a default
under the provisions of, any contract described in clause (i), except in each case for those
violations and defaults which, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect on America Online.
(0) America Online Stockholder Rights Plan. The Board of Directors of
America Online has amended the America Online Rights Agreement in accordance with its terms
to render it inapplicable to the transactions contemplated by this Agreement and the America
Online Stock Option Agreement.
(p) Employee Benefits.
(i) The Benefit Plans, whether oral or written, under which any current or
former employee or director of America Online or its Subsidiaries has any present or future right
to benefits contributed to, sponsored by or maintained by America Online or its Subsidiaries, or
under which America Online or its Subsidiaries has any present or future liability shall be
collectively referred to as the "America Online Benefit Plans."
(ii) Except as set forth in Section 4.1(p) of the America Online Disclosure
Schedule, with respect to each America Online Benefit Plan, no liability has been incurred and
there exists no condition or circumstances in connection with which America Online or any of its
Subsidiaries could be subject to any liability that is reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect on America Online, in each case under ERISA (as
defined in Section 9.II(b)), the Code, or any other applicable law, rule or regulation.
(iii) America Online and its Subsidiaries are in compliance with all Federal,
state, local and foreign requirements regarding employment, except for any failures to comply
that are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect
on America Online. As of the date of this Agreement, there is no labor dispute, strike or work
stoppage against America Online or any of its Subsidiaries pending or, to the knowledge of
America Online, threatened which may interfere with the business activities of America Online
or any of its Subsidiaries, except where such dispute, strike or work stoppage is not reasonably
likely, individually or in the aggregate, to have a Material Adverse Effect on America Online.
OC3780-0007-02269-AJ:BSC~~-~GA
25
4.2 Representations and Warranties of Time Warner. Except as disclosed in
the Time Warner Filed SEC Reports (as defined in Section 4.2(d)(ii)) or as set forth in the Time
Warner Disclosure Schedule delivered by Time Warner to America Online prior to the execution
of this Agreement (the "Time Warner Disclosure Schedule"), Time Warner represents and
warrants to America Online as follows:
(a) Organization. Standing and Power: Subsidiaries.
(i) Each of Time Warner and each of its Subsidiaries is a corporation or
other organization duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization, has the requisite power and authority to own, lease
and operate its properties and to cany on its business as now being conducted, except where the
failure to be so organized, existing and in good standing or to have such power and authority,
individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect on Time Warner, and is duly qualified and in good standing to do business in each
jurisdiction in which the nature of its business or the ownership or leasing of its properties makes
such qualification necessary other than in such jurisdictions where the failure so to qualify or to
be in good standing, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect on Time Warner. The copies of the certificate of incorporation and
bylaws of Time Warner which were previously furnished or made available to America Online
are true, complete and correct copies of such documents as in effect on the date of this
Agreement and the copy of the Agreement of Limited Partnership, dated as of October 29, 1991,
as amended, of Time Warner Entertainment Company, L.P. ("TWE") which was previously
furnished to America Online is a true, complete and correct copy of such agreement as in effect
on the date of this Agreement (the "TWE Partnership Agreement").
(ii) Exhibit 21 to Time Warner's Annual Report on Form 10-K for the year
ended December 31, 1998 includes all the Subsidiaries of Time Warner which as of the date of
this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the
SEC and including TWE). All the outstanding shares of capital stock of, or other equity interests
in, each such Significant Subsidiary have been validly issued and are fully paid and
nonassessable and are, except as set forth in such Exhibit 21 and in the TWE Partnership
Agreement, owned directly or indirectly by Time Warner, free and clear of all Liens and free of
any other restriction (including any restriction on the right to vote, sell or otherwise dispose of
such capital stock or other ownership interests), except for restrictions imposed by applicable
securities laws. As of the date of this Agreement, neither Time Warner nor any of its
Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest
convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or
other business association or entity (other than Subsidiaries), that is or would reasonably be
expected to be material to Time Warner and its Subsidiaries taken as a whole.
00378C-OC07-02269-A018ECH9-MGA
26
Time Warner indirectly owns a 74.49% priority capital and residual equity interest
in TWE as described in the TWE Partnership Agreement, free and clear of all Liens (except
under the TWE Partnership Agreement).
(b) Capital Structure.
(i) As of November 30, 1999, the authorized capital stock of Time Warner
consists of (a) 5,000,000,000 shares of Time Warner Common Stock of which 1,172,176,909
shares were outstanding, (B) 600,000,000 shares of Series Common Stock, par value $.01 per
share, of which (1) 140,000,000 shares have been designated as Time Warner Series LMC
Common Stock, of which no shares are outstanding and (2) 140,000,000 shares have been
designated as Time Warner Series LMCN-V Common Stock, of which 114,123,884 shares are
outstanding, and (C) 250,000,000 shares of preferred stock, par value $.10 per share, of which
(1) 8,000,000 shares have been designated Series A Participating Cumulative Preferred Stock
and reserved for issuance upon exercise of the rights (the "Time Warner Rights") distributed to
holders of Time Warner Common Stock pursuant to the Rights Agreement, dated as of
October 10, 1996 between Time Warner and ChaseMellon Shareholder Services, LLC, as Rights
Agent, as amended (together with any substitute rights agreement entered into pursuant to
Section 6.10(b), the "Time Warner Rights Agreement"), (2) 11,000,000 shares have been
designated Series D Convertible Preferred Stock, of which no shares are outstanding,
(3) 3,250,000 shares have been designated Series E Convertible Preferred Stock, of which
3,129,251 shares are outstanding, (4) 3,100,000 shares have been designated Series F
Convertible Preferred Stock, of which 2,965,761 shares are outstanding, (5) 7,000,000 shares
have been designated Series I Convertible Preferred Stock, of which 700,000 shares are
outstanding and (6) 3,350,000 shares have been designated Series J Convertible Preferred Stock,
of which 1,608,708 shares are outstanding. Since November 30, 1999 to the date of this
Agreement, there have been no issuances of shares of the capital stock of Time Warner or any
other securities of Time Warner other than issuances of shares pursuant to outstanding
convertible securities or options or rights outstanding as of November 30, 1999 and 59,250 Time
Warner Restricted Shares under the Benefit Plans of Time Warner, and pursuant to the Time
Warner Dividend Reinvestment and Stock Purchase Plan. All issued and outstanding shares of
the capital stock of Time Warner are duly authorized, validly issued, fully paid and
nonassessable, and free of any preemptive rights. All accrued dividends that were payable on
Time Warner Preferred Stock have been paid. There were outstanding as of December 31, 1999
no options, warrants or other rights to acquire capital stock from Time Warner other than (x) the
Time Warner Rights and (y) approximately 135,867,893 Time Warner Stock Options (as defmed
in the next sentence) and 82,000 Time Warner Restricted Shares. The options and other rights to
acquire Time Warner Common Stock from Time Warner representing the right to purchase
shares of Time Warner Common Stock, together with other employee stock options issued by
Time Warner after the date hereof in accordance with the Time Warner Stock Option Plans (as
defined in the next sentence) and Section 5.2, are referred to herein collectively as the "Time
Warner Stock Options"), The Time Warner Stock Options and the Time Warner Restricted
Shares have been and will be granted under the Time Warner 1986 Stock Option Plan, the 1988
003750-0007-02269-A018EC~9-XGA
27
Stock Incentive Plan of Time Warner Inc., Time Warner 1989 Stock Incentive Plan, Time
Warner 1994 Stock Option Plan, Time Warner Corporate Group Stock Incentive Plan, Time
Warner 1997 Stock Option Plan, Time Warner 1996 Stock Option Plan for Non-Employee
Directors, Time Warner 1989 WCI Replacement Stock Option Plan, 1989 Lorimar Non-
Employee Replacement Stock Option Plan, Time Warner 1993 Stock Option Plan, Time Warner
Filmed Entertairunent Group Stock Incentive Plan, Time Warner Music Group Stock Incentive
Plan, Time Warner Programming Group Stock Incentive Plan, Time Warner Publishing Group
Stock Incentive Plan, Time Warner Cable Group Stock Incentive Plan, Subsidiary 1988 Stock
Option Plan, Subsidiary 1993 Stock Option and Equity-Based Award Plan, Subsidiary 1986
.Stock Option Plan, Subsidiary 1990 Stock Option Plan, Subsidiary 1991 Stock Option Plan and
Subsidiary Nonqualified Stock Option Agreements, the Time Warner 1999 Restricted Stock
Plan, the Time Warner 1988 Restricted Stock Plan for Non-Employee Directors and the Time
Warner 1999 International Employees Restricted Stock Plan (collectively, the "Time Warner
Stock Option Plans"). Except in connection with pre-employment grants of Time Warner Stock
Options made in a manner consistent with past practice to purchase, in the aggregate, not more
than 100,000 shares of Time Warner Common Stock, Section 4.2(b)(i) ofthe Time Warner
Disclosure Schedule sets forth a complete and correct list, as of December 31, 1999, of the
number of shares of Time Warner Common Stock subject to Time Warner Stock Options or
other rights to purchase or receive Time Warner Common Stock granted under the Time Warner
Benefit Plans or otherwise and the weighted average exercise price of the outstanding Time
Warner Stock Options referenced therein. Except in connection with pre-employment grants of
Time Warner Stock Options made in a manner consistent with past practice to purchase, in the
aggregate, not more than 100,000 shares of Time Warner Common Stock, no options or warrants
or other rights to acquire capital stock from Time Warner have been issued or granted since
December 31, 1999 to the date of this Agreement.
(ii) No bonds, debentures, notes or other indebtedness of Time Warner
having the right to vote on any matters on which holders of capital stock of Time Warner may
vote ("Time Warner Votin~ Debt") are issued or outstanding.
(iii) Except as otherwise set forth in this Section 4.2(b) orin Section
4.2(b)(iii) ofthe Time Warner Disclosure Schedule, as of the date of this Agreement, there are no
securities, options, warrants, calls, rights, commitments, agreements, arrangements or
undertakings of any kind to which Time Warner or any of its Subsidiaries is a party or by which
any of them is bound obligating Time Warner or any of its Subsidiaries to issue, deliver or sell,
or cause to be issued, delivered or sold, additional shares of capital stock or other voting
securities of Time Warner or any of its Subsidiaries or obligating Time Warner or any of its
Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right,
commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there
are no outstanding obligations of Time Warner or any of its Subsidiaries to repurchase, redeem
or otherwise acquire any shares of capital stock of Time Warner or any of its Subsidiaries.
803iSG-0007-02269-A018ECr.9-~GA
28
(c) Authority: No Conflicts.
(i) Time Warner has all requisite corporate power and authority to enter into
this Agreement and the Stock Option Agreements and to consummate the transactions
contemplated hereby and thereby, subject in the case of the consummation of the Time Warner
Merger to the adoption of this Agreement by the Required Time Warner Vote (as defined in
Section 4.2(g)). The execution and delivery of this Agreement and the Stock Option Agreements
and the consummation of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action on the part of Time Warner and no other corporate
proceedings on the part of Time Warner are necessary to authorize the execution and delivery of
the Agreement or.to consummate the Time Warner Merger and the other transactions
contemplated hereby, subject in the case of the consummation of the Time Warner Merger to the
adoption of this Agreement by the Required Time Warner Vote. This Agreement and the Stock
Option Agreements have been duly executed and d~livered by Time Warner and constitute valid
and binding agreements of Time Warner, enforceable against Time Warner in accordance with
their respective terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws relating to or affecting creditors generally or by
general equity principles (regardless of whether such enforceability is considered in a proceeding
in equity or at law).
(ii) The execution and delivery of this Agreement and the Stock Option
Agreements by Time Warner do not, and the consummation by Time Warner of the Time Warner
Merger and the other transactions contemplated hereby and thereby will not, conflict with, or
result in a Violation pursuant to: (A) any provision of the certificate of incorporation or bylaws
or similar organizational document of Time Warner or any Significant Subsidiary of Time
Warner (including the TWE Partnership Agreement) or (B) except (1) as, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect on Time Warner
or (2) would not prevent or materially delay the consummation of the Mergers, subject to
obtaining or making the consents, approvals, orders, authorizations, registrations, declarations
and filings referred to in paragraph (iii) below or (3) set forth in Section 4.2(c)(ii) of the Time
Warner Disclosure Schedule and except with respect to employee stock options and other
awards, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or
other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to Time Warner or any Subsidiary of
Time Warner or their respective properties or assets.
(iii) No consent, approval, order or authorization of, or registration,
declaration or filing with, any Governmental Entity or any other Person is required by or with
respect to Time Warner or any Subsidiary of Time Warner in connection with the execution and
delivery of this Agreement and the Stock Option Agreements by Time Warner or the
consummation of the Time Warner Merger and the other transactions contemplated hereby and
thereby, except the Necessary Consents and such consents, approvals, orders, authorizations,
registrations, declarations and filings the failure of which to make or obtain, individually or in
003i90-CC07-02269-AOlaSCH9-~GA
29
the aggregate, would not reasonably be expected to have a Material Adverse Effect on Time
Warner.
(d) Reports and Financial Statements.
(i) Each of Time Warner and TWE have filed all required registration
statements, prospectuses, reports, schedules, forms, statements and other documents required to
be filed by each of them with the SEC since December 31, 1996 (collectively, including all
exhibits thereto, the "Time Warner SEC Reports"). Except as set forth in Section 4.2(d)(i) of the
Time Warner Disclosure Schedule, no Subsidiary of Time Warner is required to file any form,
report, registration statement, prospectus or other document with the SEC. None of the Time
WarnerSEC Reports, as of their respective dates (and, if amended or superseded by a filing prior
to the date of this Agreement, then on the date of such filing), contained or will contain any
untrue statement of a material fact or omitted or will omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. Each of the financial statements (including the related
notes) included in the Time Warner SEC Reports presents fairly, in all material respects, the
consolidated financial position and consolidated results of operations and cash flows of Time
Warner or TWE, as the case may be, and its consolidated Subsidiaries as of the respective dates
or for the respective periods set forth therein, all in conformity with GAAP consistently applied
during the periods involved except as otherwise noted therein, and subject, in the case of the
unaudited interim financial statements, to the absence of notes and normal year-end adjustments
that have not been and are not expected to be material in amount. All of such Time Warner SEC
Reports, as of their respective dates (and as of the date of any amendment to the respective Time
Warner SEC Report), complied as to form in all material respects with the applicable
requirements of the Securities Act and the Exchange Act and the rules and regulations
promulgated thereunder.
(ii) Except as disclosed in the Time Warner SEC Reports filed and publicly
available prior to the date hereof (the "Time Warner Filed SEC Reports"), Time Warner and its
Subsidiaries have not incurred any liabilities that are of a nature that would be required to be
disclosed on a balance sheet of Time Warner and its Subsidiaries or the footnotes thereto
prepared in conformity with GAAP, other than (A) liabilities incurred in the ordinary course of
business, (B) liabilities incurred in accordance with Section 5.2, (C) liabilities for Taxes or
(D) liabilities that, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect on Time Warner.
(e) Information Supplied.
(i) None of the information supplied or to be supplied by Time Warner for
inclusion or incorporation by reference in (A) the Form S-4 will, at the time the Form S-4 is filed
with the SEC, at any time it is amended or supplemented or at the time it becomes effective
under the Securities Act, contain any untrue statement of a material fact or omit to state any
C037SC-0007-02269-AOl8ECH9-~GA
30
material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, and (B) the Joint Proxy
StatementIProspectus will, on the date it is first mailed to Time Warner stockholders or America
Online stockholders or at the time of the Time Warner Stockholders Meeting or the America
Online Stockholders Meeting, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The Form S-4 and the
Joint Proxy StatementIProspectus will comply as to form in all material respects with the
requirements of the Exchange Act and the Securities Act and the rules and regulations of the
SEC thereunder.
(ii) Notwithstanding the foregoing provisions of this Section 4.2(e), no
representation or warranty is made by Time Warner with respect to statements made or
incorporated by reference in the Form S-4 or the Joint Proxy StatementIProspectus based on
information supplied by America Online for inclusion or incorporation by reference therein.
(f) Board Approval. The Board of Directors of Time Warner, by
resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held
and not subsequently rescinded or modified in any way (the "Time Warner Board Approval"),
has duly (i) determined that this Agreement and the Time Warner Merger and the Time Warner
Stock Option Agreement are fair to and in the best interests of Time Warner and its stockholders
and declared the Time Warner Merger to be advisable, (ii) approved this Agreement, the Time
Warner Stock Option Agreement, the Voting Agreement and the Time Warner Merger and (iii)
recommended that the stockholders of Time Warner adopt this Agreement and directed that such
matter be submitted for consideration by Time Warner's stockholders at the Time Warner
Stockholders Meeting. The Time Warner Board Approval constitutes approval of this
Agreement, the Time Warner Stock Option Agreement, the Voting Agreement and the Time
Warner Merger for purposes of Section 203 of the DOCL and Article V of the Restated
Certificate ofIncorporation of Time Warner. To the knowledge of Time Warner, except for
Section 203 of the DOCL (which has been rendered inapplicable), no state takeover statute is
applicable to this Agreement, the Time Warner Stock Option Agreement, the Voting Agreement
or the Time Warner Merger or the other transactions contemplated hereby or thereby.
(g) V ote ReQuired. The affirmative vote of the holders of a majority of the
voting power of the outstanding shares of Time Warner Series LMC Common Stock, Time
Warner Common Stock and Time Warner Preferred Stock, voting together as a single class, to
adopt this Agreement (the "ReQuired Time Warner Vote") is the only vote of the holders of any
class or series of Time Warner capital stock necessary to approve or adopt this Agreement, the
Time Warner Stock Option Agreement and the Time Warner Merger and to consummate the
Time Warner Merger and the other transactions contemplated hereby and thereby.
OC3722-0C07-02269~A018ECc.9-~GA
31
(h) Litigation: Compliance with Laws.
(i) There are no Actions pending or, to the knowledge of Time Warner,
threatened, against or affecting Time Warner or any Subsidiary of Time Warner or any property
or asset of Time Warner or any Subsidiary of Time Warner which, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect on Time Warner, nor
are there any judgments, decrees, injunctions, rules or orders of any Governmental Entity or
arbitrator outstanding against Time Warner or any Subsidiary of Time Warner which,
individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect
on Time Warner.
(ii) Except as individually or in the aggregate would not reasonably be
expected to have a Material Adverse Effect on Time Warner, Time Warner and its Subsidiaries
hold all permits, licenses, franchises, variances, exemptions, orders and approvals of all
Governmental Entities which are necessary for the operation of the businesses as now being
conducted of Time Warner and its Subsidiaries, taken as a whole (the "Time Warner Permits"),
and no suspension or cancellation of any of the Time Warner Permits is pending or, to the
knowledge of Time Warner, threatened. Time Warner and its Subsidiaries are in compliance
with the terms of the Time Warner Permits, except where the failure to so comply, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Time
Warner. Neither Time Warner nor its Subsidiaries is in violation of, and Time Warner and its
Subsidiaries have not received any notices of violations with respect to, any laws, statutes,
ordinances, rules or regulations of any Governmental Entity, except for violations which,
individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect on Time Warner.
(i) Absence of Certain Changes or Events. Except as disclosed in Section
4.2(i) of the Time Warner Disclosure Schedule and for liabilities permitted to be incurred in
accordance with this Agreement or the transactions contemplated hereby, since September 30,
1999, Time Warner and its Subsidiaries have conducted their business only in the ordinary
course and in a manner consistent with past practice and, since December 31, 1998, there have
not been any changes, circumstances or events which, individually or in the aggregate, have had,
or would reasonably be expected to have, a Material Adverse Effect on Time Warner.
(j) Intellectual Property: Year 2000.
(i) Except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on Time Warner: (a) Time Warner and each of its
Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens), all Intellectual
Property used in or necessary for the conduct of its business as currently conducted; (b) to the
knowledge of Time Warner, the use of any Intellectual Property by Time Warner and its
Subsidiaries does not infringe on or otherwise violate the rights of any Person, (c) the use of the
Intellectual Property is in accordance with applicable licenses pursuant to which Time Warner or
003780-0007-02269-~o,e~CH9-~GA
32
any Subsidiary acquired the right to use any Intellectual Property; and (d) to the knowledge of
Time Warner, no Person is challenging, infringing on or otherwise violating any right of Time
Warner or any of its Subsidiaries with respect to any Intellectual Property owned by and/or
licensed to Time Warner or its Subsidiaries. As of the date of this Agreement, except as would
not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect
on Time Warner, neither Time Warner nor any of its Subsidiaries has knowledge of any pending
claim, order or proceeding with respect to any Intellectual Property used by Time Warner and its
Subsidiaries and to its knowledge no Intellectual Property owned and/or licensed by Time
Warner or its Subsidiaries is being used or enforced in a manner that would reasonably be
expected to result in the abandonment, cancellation or unenforceability of such Intellectual
Property .
(ii) Prior to the date of this Agreement, Time Warner and its Subsidiaries
have undertaken a concerted effort to ensure that all of the computer software, computer
firmware, computer hardware, and other similar or related items of automated, computerized,
and/or software system(s) that are used or relied on by Time Warner or any or its Subsidiaries in
the conduct of their respective businesses will not malfunction, will not cease to function, will
not generate incorrect data, and will not provide incorrect results when processing, providing
and/or receiving (a) date-related data into and between the years 1999 and 2000 and (b) date-
related data in connection with any valid date in the twentieth and twenty-first centuries. As of
the date of this Agreement, except as would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect on Time Warner, Time Warner reasonably believes
that such effort will be successful.
(k) Brokers or Finders. No agent, broker, investment banker, fmancial
advisor or other firm or Person is or will be entitled to any broker's or [mder's fee or any other
similar commission or fee in connection with any of the transactions contemplated by this
Agreement, based upon arrangements made by or on behalf of Time Warner except Morgan
Stanley Dean Witter & Co. Incorporated, whose fees and expenses will be paid by Time Warner.
(1) Opinion of Time Warner Financial Advisor. Time Warner has received
the opinion of Morgan Stanley Dean Witter & Co. Incorporated, dated the date of this
Agreement, to the effect that, as of such date, the Exchange Ratio is fair, from a fmancial point of
view, to the holders of Time Warner Common Stock and Time Warner Series Common Stock, a
copy of which opinion will be made available to America Online promptly after the date of this
Agreement.
(m) Taxes. Each of Time Warner and its Subsidiaries has filed all Tax
Returns required to have been filed (or extensions have been duly obtained) and has paid all
Taxes required to have been paid by it, except where failure to file such Tax Returns or pay such
Taxes would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Time Warner.
003780-00C7-02269-AOleSC~9-~GA
33
Neither Time Warner nor any of its Subsidiaries has taken any action or knows of
any fact that is reasonably likely to prevent the Mergers from qualifying as exchanges within the
meaning of Section 351 of the Code and as reorganizations within the meaning of Section 368(a)
of the Code.
(n) Certain Contracts. As of the date hereof, except as disclosed in Section
4.2(n) of the Time Warner Disclosure Schedule, neither Time Warner nor any of its Subsidiaries
is a party to or bound by (i) any "material contracts" (as such term is defmed in Item 601 (b)(10)
of Regulation S-K of the SEC) with respect to Time Warner and its Subsidiaries or (ii) any
material agreement that restricts the ability of America Online or Time Warner or any of their
Subsidiaries or affiliates to distribute, promote, market or otherwise offer Internet and interactive
services, Internet and interactive programming, or Internet and interactive functionality on the
cable systems owned by Time Warner or its Subsidiaries or affiliates (collectively, "Time
Warner Internet Restrictions"). All contracts described in clause (i) are valid and in full force
and effect except to the extent they have previously expired in accordance with their terms or if
the failure to be in full force and effect, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect on Time Warner. Neither Time Warner nor any of its
Subsidiaries has violated any provision of, or committed or failed to perform any act which with
or without notice, lapse of time or both would constitute a default under the provisions of, any
contract described in clause (i), except in each case for those violations and defaults which,
individually or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect on Time Warner.
(0) Time Warner Stockholder Rights Plan. The Board of Directors of Time
Warner has amended the Time Warner Rights Agreement in accordance with its terms to render
it inapplicable to the transactions contemplated by this Agreement and the Time Warner Stock
Option Agreement.
(P) Employee Benefits.
(i) The Benefit Plans, whether oral or written, under which any current or
former employee or director of Time Warner or its Subsidiaries has any present or future right to
benefits contributed to, sponsored by or maintained by Time Warner or its Subsidiaries, or under
which Time Warner or its Subsidiaries has any present or future liability shall be collectively
referred to as the "Time Warner Benefit Plans."
(ii) With respect to each Time Warner Benefit Plan, no liability has been
incurred and there exists no condition or circumstances in connection with which Time Warner
or any of its Subsidiaries could be subject to any liability that is reasonably likely, individually or
in the aggregate, to have a Material Adverse Effect on Time Warner, in each case under ERISA,sthe Code, or any other applicable law, rule or regulation.
003780-0007-02269-A016ECE9-~GA
34
(iii) Time Warner and its Subsidiaries are in compliance with all Federal,
state, local and foreign requirements regarding employment, except for any failures to comply
that are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect
on Time Warner. As of the date of this Agreement, there is no labor dispute, strike or work
stoppage against Time Warner or any of its Sub~idiaries pending or, to the knowledge of Time
Warner, threatened which may interfere with the business activities of Time Warner or any of its
Subsidiaries, except where such dispute, strike or work stoppage is not reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect on Time Warner.
ARTICLE V
COVENANTS RELATING TO CONDUCT OF BUSINESS
5.1 Covenants of America Online. During the period from the date of this
Agreement and continuing until the Effective Time, America Online agrees as to itself and its
Subsidiaries that (except as expressly contemplated or permitted by this Agreement, the Stock
Option Agreements or Section 5.1 (including its subsections) of the America Online Disclosure
Schedule or as required by a Governmental Entity or to the extent that Time Warner shall
otherwise consent in writing, which consent shall not be unreasonably withheld or delayed):
(a) Ordinary Course.
(i) America Online and its Subsidiaries shall carry on their respective
businesses in the usual, regular and ordinary course in all material respects, in substantially the
same manner as heretofore conducted, and shall use its reasonable best efforts to preserve intact
their present lines of business, maintain their rights and franchises and preserve their
relationships with customers, suppliers and others having business dealings with them to the end
that their ongoing businesses shall not be impaired in any material respect at the Effective Time;
provided, however, that no action by America Online or its Subsidiaries with respect to matters
specifically addressed by any other provision of this Section 5.1 shall be deemed a breach of this
Section 5.1 (a)(i) unless such action would constitute a breach of one or more of such other
prOVISIons.
(ii) Other than in connection with acquisitions permitted by Section 5.1(e) or
investments permitted by Section 5.2(g), America Online shall not, and shall not permit any of
its Subsidiaries to, (A) enter into any new material line of business or (B) incur or commit to any
capital expenditures or any obligations or liabilities in connection therewith other than capital
expenditures and obligations or liabilities in connection therewith incurred or committed to in the
ordinary course of business consistent with past practice.
(b) Dividends: Changes in Share Capital. America Online shall not, and
shall not permit any of its Subsidiaries to, and shall not propose to, (i) declare or pay any
CJ3~SO-0007-C2269-AO~8~CH9-~GA
35
dividends on or make other distributions in respect of any of its capital stock, except than as
permitted by Section 5.1 (b )(ii), (ii) split, combine or reclassify any of its capital stock or issue or
authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution
for, shares of its capital stock, except for (x) any such transaction by a wholly owned Subsidiary
of America Online which remains a wholly owned Subsidiary after consummation of such
transaction or (y) a stock split of the America Online Common Stock or (iii) repurchase, redeem
or otherwise acquire any shares of its capital stock or any securities convertible into or
exercisable for any shares of its capital stock except for the purchase from time to time by
America Online of America Online Common Stock (and the associated America Online Rights)
in connection with the America Online Benefit Plans in the ordinary course of business
consistent with past practice.
(c) Issuance of Securities. America Online shall not, and shall not permit
any of its Subsidiaries to, issue, deliver or sell, or authorize or propose the issuance, delivery or
sale of, any shares of its capital stock of any class, any America Online Voting Debt or any
securities convertible into or exercisable for, or any rights, warrants, calls or options to acquire,
any such shares or America Online Voting Debt, or enter into any commitment, arrangement,
undertaking or agreement with respect to any of the foregoing, other than (i) the issuance of
America Online Common Stock (and the associated America Online Rights) upon the exercise of
America Online Stock Options in accordance with their present terms or pursuant to America
Online Stock Options or other stock based awards granted pursuant to clause (ii) below, (ii) the
granting of America Online Stock Options or other stock based awards of or to acquire shares of
America Online Common Stock granted under Benefit Plans outstanding on the date hereof in
the ordinary course of business consistent with past practice, (iii) issuances by a wholly owned
Subsidiary of America Online of capital stock to such Subsidiary's parent or another wholly
owned Subsidiary of America Online, (iv) pursuant to acquisitions and investments as disclosed
in Section 5 .1 (e) or 5.1 (g) of the America Online Disclosure Schedule or the financings therefor
or as disclosed in Section 5.1 (c) of the America Online Disclosure Schedule, (v) issuances in
accordance with the America Onlin~ Rights Agreement or (vi) issuances pursuant to the America
Online Stock Option Agreement.
(d) Governing Documents. Except to the extent required to comply with
their respective obligations hereunder or with applicable law, America Online and America
Online Merger Sub shall not amend or propose to so amend their respective certificates of
incorporation or bylaws.
(e) No Acquisitions. Other than (i) pursuant to the Time Warner Stock
Option Agreement, (ii) acquisitions disclosed in Section 5.1(e) of the America Online Disclosure
Schedule and (iii) acquisitions in existing or related lines of business of America Online the fair
market value of the total consideration (including the value of indebtedness acquired or assumed)
for which does not exceed the amount specified in the aggregate for such acquisitions in Section
5.1 (e)( iii) of the America Online Disclosure Schedule and none of which acquisitions referred to
in this clause (iii) presents a material risk of making it materially more difficult to obtain any
003780-QOO;-G2269-A018ECn9-MGA
36
approval or authorization required in connection with the Mergers under applicable Laws,
America Online shall not, and shall not permit any of its Subsidiaries to, acquire or agree to
acquire by merger or consolidation, or by purchasing a substantial equity interest in or a
substantial portion of the assets of, or by any other manner, any business or any corporation,
partnership, association or other business organization or division thereof or otherwise acquire or
agree to acquire any assets (excluding the acquisition of assets used in the operations of the
business of America Online and its Subsidiaries in the ordinary course, which assets do not
constitute a business unit, division or all or substantially all of the assets of the transferor);
provided, however, that the foregoing shall not prohibit (x) internal reorganizations or
. consolidations involving existing Subsidiaries of America Online or (y) the creation of new
Subsidiaries of America Online organized to conduct or continue activities otherwise permitted
by this Agreement.
(f) No Dispositions. Other than (i) internal reorganizations or
consolidations involving existing Subsidiaries of America Online, (ii) dispositions referred to in
the America Online SEe Reports filed prior to the date of this Agreement or (iii) as may be
required by or in conformance with law or regulation in order to permit or facilitate the
consummation of the transactions contemplated hereby or as disclosed in Section 5.1(f) of the
America Online Disclosure Schedule, America Online shall not, and shall not permit any of its
Subsidiaries to, sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of,
any of its assets (including capital stock of Subsidiaries of America Online but excluding
inventory in the ordinary course of business), if the fair market value of the total consideration
(including the value of the indebtedness acquired or assumed) therefor exceeds the amount
specified in the aggregate for all such dispositions in Section 5.1(f) of the America Online
Disclosure Schedule.
(g) Investments: Indebtedness. America Online shall not, and shall not
permit any of its Subsidiaries to, (i) other than in connection with acquisitions permitted by
Section 5.I(e) or as disclosed in Section 5.1(g) of the America Online Disclosure Schedule, make
any loans, advances or capital contributions to, or investments in, any other Person, other than
(x) loans or investments by America Online or a Subsidiary of America Online to or in America
Online or any Subsidiary of America Online, (y) employee loans or advances made in the
ordinary course of business or (z) in the ordinary course of business consistent with past practice
which are not, individually or in the aggregate, material to America Online and its Subsidiaries
taken as a whole (provided that none of such transactions referred to in this clause (z) presents a
material risk of making it more difficult to obtain any approval or authorization required in
connection with the Mergers under Regulatory Law (as defmed in Section 6.4(c)) or (ii) without
regard to anything contained in the America Online Disclosure Schedule, incur any indebtedness
for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt
securities or warrants or other rights to acquire any debt securities of America Online or any of
its Subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or
other agreement to maintain any financial statement condition of another Person (other than any
wholly owned Subsidiary) or enter into any arrangement having the economic effect of any ofthe
CG37cO-OOC7-02269-A01SECE9-MGA
37
foregoing (collectively, "America Online Indebtedness"), except for (A) any America Online
Indebtedness so long as (x) after the incurrence or issuance of such America Online Indebtedness
America Online's consolidated indebtedness would not exceed 125% of the consolidated
indebtedness of America Online as of the date hereof and (y) no America Online credit rating
would be downgraded by either Moody's Investors Service, Inc. ("Moody's") or Standard &
Poor's Corporation ("S&P") (provided that the consummation of this Agreement or any of the
transactions contemplated hereby shall not give rise to, cause or result in, a default or event of
default under the agreement or instrument governing any such indebtedness or, an obligation to
pay any amount thereunder solely asa result of the consummation of this Agreement or any of
the transactions contemplated hereby) and (B) intercompany indebtedness between America
Online and any of its wholly owned Subsidiaries or between such wholly owned Subsidiaries.
(h) Tax-Free Qualification. America Online shall use its reasonable best
efforts not to, and shall use its reasonable best efforts not to permit any of its Subsidiaries to, take
any action (including any action otherwise permitted by this Section 5.1) that would prevent or
impede the Mergers from qualifying as exchanges under Section 351 of the Code and as
reorganizations under Section 368 of the Code; provided, however, that nothing hereunder shall
limit the ability of America Online to exercise its rights and/or fulfill its obligations under the
Stock Option Agreements.
(i) Compensation. Except (x) as set forth in Sections 5.I(c) or 5.1(i) of the
America Online Disclosure Schedule, (y) as required by law or by the terms of any collective
bargaining agreement or other agreement currently in effect between America Online or any
Subsidiary of America Online and any executive officer or employee thereof or (z) in the
ordinary course of business consistent with past practice, America Online shall not increase the
amount of compensation of any director, executive officer or key employee of America Online or
any material Subsidiary or business unit of America Online, or make any increase in or
commitment to increase any employee benefits, issue any additional America Online Stock
Options, adopt or amend or make any commitment to adopt or amend any Benefit Plan or make
any contribution, other than regularly scheduled contributions, to any America Online Benefit
Plan. Any option committed to be granted or granted after the date hereof shall not accelerate as
a result of the approval or consummation of any transaction contemplated by this Agreement.
Should any modification of the America Online Option Plans necessary to effectuate the
immediately preceding sentence render any transaction to which America Online is a party, and
which is intended to be eligible for pooling-of-interest accounting under APB No. 16, ineligible
for such treatment then such modification shall not be required; provided, that the number of
shares subject to options to be granted in the ordinary course consistent with past practice shall
be reduced. to reflect the effect of such acceleration.
U) Accounting Methods: Income Tax Elections. Except as disclosed in
America Online SEC Reports filed prior to the date of this Agreement, or as required by a
Governmental Entity, America Online shall not change its methods of accounting in effect at
September 30, 1999, except as required by changes in GAAP as concurred in by America
003780-0007-02269-AOlSSCH9-MGA
38
Online's independent public accountants. America Online shall not (i) change its fiscal year
(other than to the calendar year) or (ii) make any tax election that, individually or in the
aggregate, would have a Material Adverse Effect on America Online.
(k) Certain Agreements and Arran~ements. Except as disclosed in Section
5.l(k) of the America Online Disclosure Schedule, America Online shall not, and shall not
permit any of its Subsidiaries to, enter into any America Online Internet Restrictions or any
agreements or arrangements (x) that limit or otherwise restrict America Online or any of its
Subsidiaries or any of their respective Affiliates or any successor thereto or that could, after the
Effective Time, limit or restrict America Online or any of its Affiliates (including Holdco) or any
successor thereto, from engaging or competing in any line of business or in any geographic area
which agreements or arrangements, individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect on Holdco and its Subsidiaries, taken together, after
giving effect to the Mergers or (y) of a type described in Section 5.1 (k) of the Time Warner
Disclosure Schedule.
(1) Satisfaction ofClosin~ Conditions. Except as required by law, America
Online shall not, and shall not permit any of its Subsidiaries to, take any action that would, or
would reasonably be expected to, result in (i) any of the conditions to the Mergers set forth in
Article VII not being satisfied or (ii) a material delay in the satisfaction of such conditions.
(m) No Related Actions. America Online will not, and will not permit any
of its Subsidiaries to, agree or commit to do any of the foregoing.
5.2 Covenants of Time Warner. During the period from the date of this
Agreement and continuing until the Effective Time, Time Warner agrees as to itself and its
Subsidiaries that (except as expressly contemplated or permitted by this Agreement, the Stock
Option Agreements or Section 5.2 (including its subsections) of the Time Warner Disclosure
Schedule or as required by a Governmental Entity or to the extent that America Online shall
otherwise consent in writing, which consent shall not be unreasonably withheld or delayed):
(a) Ordinary Course.
(i) Time Warner and its Subsidiaries shall carry on their respective
businesses in the usual, regular and ordinary course in all material respects, in
substantially the same manner as heretofore conducted, and shall use its reasonable best
efforts to preserve intact their present lines of"business, maintain their rights and
franchises and preserve their relationships with customers, suppliers and others having
business dealings with them to the end that their ongoing businesses shall not be impaired
in any material respect at the Effective Time; provided, however, that no action by Time
Warner or its Subsidiaries with respect to matters specifically addressed by any other
provision of this Section 5.2 shall be deemed a breach of this Section 5.2(a)(i) unless such
action would constitute a breach of one or more of such other provisions.
OC37SC-0007-02269-A018~C~9-MGA
39
(ii) Other than in connection with acquisitions permitted by Section 5.2(e) or
investments permitted by Section 5.2(g), Time Warner shall not, and shall not permit any
of its Subsidiaries to, (A) enter into any new material line of business or (B) incur or
commit to any capital expenditures or any obligations or liabilities in connection
therewith other than capital expenditures and obligations or liabilities in connection
therewith as disclosed in Section 5.2(a) of the Time Warner Disclosure Schedule or
incurred or committed to in the ordinary course of business consistent with past practice.
(b) Dividends: Changes in Share Capital. Time Warner shall not, and shall
'not permit any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on
or make other distributions in respect of any of its capital stock, except (A) the declaration and
payment of regular quarterly cash dividends not in excess of $0.045 per share of Time Warner
Common Stock, $0.045 per share of Series LMCN-V Common Stock, $0.9375 per share of Time
Warner Series E Preferred Stock, $0.1874 per share of Time Warner Series F Preferred Stock,
$0.9375 per share of Time Warner Series I Preferred Stock or $0.9375 per share of Series J
Preferred Stock, in each case, with usual record and payment dates for such dividends in
accordance with past dividend practice and, in the case of Time Warner Series Common Stock or
Time Warner Preferred Stock, the certificate of designations therefor, and (B) for dividends by
wholly owned Subsidiaries of Time Warner, distributions by TWE or TWE-AIN to the partners
therein according to their respective governing documents in amounts and at times in the
ordinary course of business consistent with past practice and as permitted by Section 5.2(b)(ii),
(ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the
issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital
stock, except for (x) any such transaction by a wholly owned Subsidiary of Time Warner which
remains a wholly owned Subsidiary after consummation of such transaction or (y) a stock split of
the Time Warner Common Stock, or (iii) except as set forth in Section 5.2(b) of the Time Warner
Disclosure Schedule, repurchase, redeem or otherwise acquire any shares of its capital stock or
any securities convertible into or exercisable for any shares of its capital stock except for the
purchase from time to time by Time Warner of Time Warner Common Stock (and the associated
Time Warner Rights) in connection with the Time Warner Benefit Plans in the ordinary course of
business consistent with past practice.
(c) Issuance of Securities. Time Warner shall not, and shall not permit any
of its Subsidiaries to, issue, deliver or sell, or authorize or propose the issuance, delivery or sale
of, any shares of its capital stock of any class, any Time Warner Voting Debt or any securities
convertible into or exercisable for, or any rights, warrants, calls or options to acquire, any such
shares or Time Warner Voting Debt, or enter into any commitment, arrangement, undertaking or
agreement with respect to any of the foregoing, other than (i) the issuance of Time Warner
Common Stock (and the associated Time Warner Rights) upon the exercise of Time Warner
Stock Options in accordance with their present terms or pursuant to Time Warner Stock Options
or other stock based awards granted pursuant to clause (ii) below, (ii) the granting of Time
Warner Stock Options or other stock based awards of or to acquire shares of Time Warner
Common Stock granted under Benefit Plans outstanding on the date hereof in the ordinary course
003i60-0007-02269-n018SCH9-~GA
40
of business consistent with past practice, (iii) issuances by a wholly owned Subsidiary of Time
Warner of capital stock to such Subsidiary's parent or another wholly owned Subsidiary of Time
Warner, (iv) pursuant to acquisitions and investments as disclosed in Section 5.2(e) or 5.2(g) of
the Time Warner Disclosure Schedule or the fmancings therefor, (v) issuances disclosed in
Section 5.2(c) of the Time Warner Disclosure Schedule, (vi) issuances in accordance with the
Time Warner Rights Agreement or (vii) issuances pursuant to the Time Warner Stock Option
Agreement.
(d) Governing Documents. Except as set forth in Section 5.2(d) of the Time
Warner Disclosure Schedule or to the extent required to comply with their respective obligations
hereunder or with applicable law, Time Warner and Time Warner Merger Sub shall not amend or
propose to so amend their respective certificates of incorporation or bylaws.
(e) No Acquisitions. Other than (i) pursuant to the America Online Stock
Option Agreement, (ii) acquisitions disclosed in Section 5.2(e) of the Time Warner Disclosure
Schedule and (iii) acquisitions in existing or related lines of business of Time Warner the fair
market value of the total consideration (including the value of indebtedness acquired or assumed)
for which does not exceed the amount specified in the aggregate for such acquisitions in Section
5.2(e)(iii) of the Time Warner Disclosure Schedule and none of which acquisitions referred to in
this clause (iii) presents a material risk of making it materially more difficult to obtain any
approval or authorization required in connection with the Mergers under applicable Laws, Time
Warner shall not, and shall not permit any of its Subsidiaries to, acquire or agree to acquire by
merger or consolidation, or by purchasing a substantial equity interest in or a substantial portion
of the assets of, or by any other manner, any business or any corporation, partnership, association
or other business organization or division thereof or otherwise acquire or agree to acquire any
assets (excluding the acquisition of assets used in the operations of the business of Time Warner
and its Subsidiaries in the ordinary course, which assets do not constitute a business unit,
division or all or substantially of the assets of the transferor); provided, however, that the
foregoing shall not prohibit (x) internal reorganizations or consolidations involving existing
Subsidiaries of Time Warner or (y) the creation of new Subsidiaries of Time Warner organized to
conduct or continue activities otherwise permitted by this Agreement.
(f) No Dispositions. Other than (i) internal reorganizations or
consolidations involving existing Subsidiaries of Time Warner, (ii) dispositions referred to in the
Time Warner SEe Reports filed prior to the date ofthis Agreement, (iii) as may be required by
or in conformance with law or regulation in order to permit or facilitate the consummation of the
transactions contemplated hereby or (iv) as disclosed in Section 5.2(f) of the Time Warner
Disclosure Schedule, Time Warner shall not, and shall not permit any of its Subsidiaries to, sell,
lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its assets
(including capital stock of Subsidiaries of Time Warner but excluding inventory in the ordinary
course of business), if the fair market value of the total consideration (including the value of the
indebtedness acquired or assumed) therefor exceeds the amount specified in the aggregate for all
such dispositions in Section 5.2(f) of the Time Warner Disclosure Schedule.
C C 3 720- 8CCi- 82 2 69-AOl eE:CE9-~;GA
41
(g) Investments: Indebtedness. Time Warner shall not, and shall not permit
any of its Subsidiaries to, (i) other than in connection with acquisitions permitted by Section
5.2(e) or as disclosed in Section 5.1(g) of the Time Warner Disclosure Schedule, make any loans,
advances or capital contributions to, or investments in, any other Person, other than (x) loans or
investments by Time Warner or a Subsidiary of Time Warner to or in Time Warner or any
Subsidiary of Time Warner, (y) employee loans or advances made in the ordinary course of
business or (z) in the ordinary course of business consistent with past practice which are not,
individually or in the aggregate, material to Time Warner and its Subsidiaries taken as a whole
(provided that none of such transactions referred to in this clause (z) presents a material risk of
making it more difficult to obtain any approval or authorization required in connection with the
Mergers under Regulatory Law or (ii) without regard to anything contained in the Time Warner
Disclosure Schedule, incur any indebtedness for borrowed money or guarantee any such
indebtedness of another Person, issue or sell any debt securities or warrants or other rights to
acquire any debt securities of Time Warner or any of its Subsidiaries, guarantee any debt
securities of another person, enter into any "keep well" or other agreement to maintain any
financial statement condition of another Person (other than any wholly owned Subsidiary) or
enter into any arrangement having the economic effect of any of the foregoing (collectively,
"Time Warner Indebtedness"), except for (A) any Time Warner Indebtedness so long as (x) after
the incurrence or issuance of such Time Warner Indebtedness Time Warner's consolidated
indebtedness would not exceed 125% of the consolidated indebtedness of Time Warner as of the
date hereof and (y) no Time Warner credit rating would be downgraded by either Moody's or
S&P (provided that the consummation of this Agreement or any of the transactions contemplated
hereby shall not give rise to, cause or result in, a default or event of default under the agreement
or instrument governing any such indebtedness or, an obligation to pay any amount thereunder
solely as a result of the consummation of this Agreement or any of the transactions contemplated
hereby) and (B) intercompany indebtedness between Time Warner and any of its wholly owned
Subsidiaries or between such wholly owned Subsidiaries.
(h) Tax-Free Qualification. Time Warner shall use its reasonable best
efforts not to, and shall use its reasonable best efforts not to permit any of its Subsidiaries to, take
any action (including any action otherwise permitted by this Section 5.2) that would prevent or
impede the Mergers from qualifying as exchanges under Section 351 of the Code and as
reorganizations under Section 368 of the Code; provided, however, that nothing hereunder shall
limit the ability of Time Warner to exercise its rights and/or fulfill its obligations under the Stock
Option Agreements.
(i) Compensation. Except (x) as set forth in Section 5.2(c) or 5.2 (i) of the
Time Warner Disclosure Schedule, (y) as required by law or by the terms of any collective
bargaining agreement or other agreement currently in effect between Time Warner or any
Subsidiary of Time Warner and any executive officer or employee thereof or (z) in the ordinary
course of business consistent with past practice, Time Warner shall not increase the amount of
compensation of any director, executive officer or key employee of Time Warner or any material
Subsidiary or business unit of Time Warner, or make any increase in or commitment to increase
003780-0007-02269-A016SCH9-~GA
42
any employee benefits, issue any additional Time Warner Stock Options, adopt or amend or
make any commitment to adopt or amend any Benefit Plan or make any contribution, other than
regularly scheduled contributions, to any Time Warner Benefit Plan. Any option granted or
committed to be granted after the date hereof shall not accelerate as a result of the approval or
consummation of any transaction contemplated by this Agreement. Should any modification of
the Time Warner Option Plans necessary to effectuate the immediately preceding sentence render
any transaction to which Time Warner is a party, and which is intended to be eligible for
pooling-of-interest accounting under APB No. 16, ineligible for such treatment then such
modification shall not be required; provided that the number of shares subject to options to be
granted in the ordinary course consistent with past practice shall be reduced to reflect the effect
of such acceleration.
(j) Accounting Methods: Income Tax Elections. Except as disclosed in
Time Warner SEC Reports filed prior to the date of this Agreement, or as required by a
Governmental Entity, Time Warner shall not change its methods of accounting in effect at
September 30, 1999, except as required by changes in GAAP as concurred in by Time Warner's
independent public accountants. Time Warner shall not (i) change its fiscal year or (ii) make any
tax election that, individually or in the aggregate, would have a Material Adverse Effect on Time
Warner.
(k) Certain Agreements and Arrangements. Time Warner shall not, and
shall not permit any of its Subsidiaries to, enter into any Time Warner Internet Restrictions or
any agreements or arrangements (x) that limit or otherwise restrict Time Warner or any of its
Subsidiaries or any of their respective Affiliates or any successor thereto, or that could, after the
Effective Time, limit or restrict America Online or any of its Affiliates (including Holdco) or any
successor thereto, from engaging or competing in any line of business or in any geographic area
which agreements or arrangements, individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect on Holdco and its Subsidiaries, taken together, after
giving effect to the Mergers or (y) of a type described in Section 5.2(k) of the America Online
Disclosure Schedule.
(1) Satisfaction of Closing Conditions. Except as required by law, Time
Warner shall not, and shall not permit any of its Subsidiaries to, take any action that would, or
would reasonably be expected to, result in (i) any of the conditions to the Mergers set forth in
Article VII not being satisfied or (ii) a material delay in the satisfaction of such conditions.
(m) No Related Actions. Time Warner will not, and will not permit any of
its Subsidiaries to, agree or commit to do any of the foregoing.
5.3 Governmental Filings. Each party shall (a) confer on a reasonable basis
with the other and (b) report to the other (to the extent permitted by law or regulation or any
applicable confidentiality agreement) on operational matters. Time Warner and America Online
shall file all reports required to be filed by each of them with the SEC (and all other
003780-0007-C22E9-A018ECH9-~GA
43
Governmental Entities) between the date of this Agreement and the Effective Time and shall, if
requested by the other party and to the extent permitted by law or regulation or any applicable
confidentiality agreement, deliver to the other party copies of all such reports, announcements
and publications promptly after such request.
5.4 Control of Other Party's Business. Nothing contained in this Agreement
shall give Time Warner, directly or indirectly, the right to control or direct America Online's
operations and nothing contained in this Agreement shall give America Online, directly or
indirectly, the right to control or direct Time Warner's operations prior to the Effective Time.
Prior to the Effective Time, each of Time Warner and America Online shall exercise, consistent
with the terms and conditions of this Agreement, complete control and supervision over its
respective operations.
ARTICLE VI
ADDITIONAL AGREEMENTS
6.1 Preparation of Proxy Statement: Stockholders Meetings.
(a) As promptly as reasonably practicable following the date hereof,
America Online and Time Warner shall cooperate in preparing and each shall cause to be filed
with the SEC mutually acceptable proxy materials which shall constitute the joint proxy
statement/prospectus relating to the matters to be submitted to the America Online stockholders
at the America Online Stockholders Meeting and the matters to be submitted to the Time Warner
stockholders at the Time Warner Stockholders Meeting (such proxy statement/prospectus, and
any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Holdco
shall prepare and file with the SEC a registration statement on Form S-4 with respect to the
issuance of Hold co Capital Stock in the Mergers (such Form S-4, and any amendments or
supplements thereto, the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as
a prospectus in and will constitute a part of the Form S-4 as Holdco's prospectus. Each of
America Online and Time Warner shall use reasonable best efforts to have the Joint Proxy
Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to
keep the Form S-4 effective as long as is necessary to consummate the Mergers and the
transactions contemplated thereby. America Online and Time Warner shall, as promptly as
practicable after receipt thereof, provide the other party copies of any written comments and
advise the other party of any oral comments, with respect to the Joint Proxy
Statement/Prospectus or Form S-4 received from the SEe. The parties shall cooperate and
provide the other with a reasonable opportunity to review and comment on any amendment or
supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with
the SEC, and will provide each other with a copy of all such filings made with the SEC.
Notwithstanding any other provision herein to the contrary, no amendment or supplement
(including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-
00378S-C007-02269-A018EC~9-XGA
44
4 shall be made without the approval of both parties, which approval shall not be unreasonably
withheld or delayed; provided that with respect to documents filed by a party which are
incorporated by reference in the Form S-4 or Joint Proxy StatementJProspectus, this right of
approval shall apply only with respect to information relating to the other party or its business,
fmancial condition or results of operations; and provided further that America Online, in
connection with a Change in the America Online Recommendation (as defined in Section 6. 1 (c)),
and Time Warner, in connection with a Change in the Time Warner Recommendation (as defmed
in Section 6. 1 (b)), may amend or supplement the Joint Proxy StatementlProspectus or Form S-4
(including by incorporation by reference) pursuant to a Qualifying Amendment (as defmed
below) to effect such a Change, and in such event, this right of approval shall apply only with
respect to information relating to the other party or its business, financial condition or results of
operations, and shall be subject to the right of each party to have its Board of Directors'
deliberations and conclusions to be accurately described. A "Qualifying Amendment" means an
amendment or supplement to the Joint Proxy StatementlProspectus or Form S-4 (including by
incorporation by reference) to the extent it contains (i) a Change in the America Online
Recommendation or a Change in the Time Warner Recommendation (as the case may be), (ii) a
statement of the reasons of the Board of Directors of America Online or Time Warner (as the
case may be) for making such Change in the America Online Recommendation or Change in the
Time Warner Recommendation (as the case may be) and (iii) additional information reasonably
related to the foregoing. America Online will use reasonable best efforts to cause the Joint Proxy
Statements/Prospectus to be mailed to America Online stockholders, and Time Warner will use
reasonable best efforts to cause the Joint Proxy StatementJProspectus to be mailed to Time
Warner's stockholders, in each case as promptly as practicable after the Form S-4 is declared
effective under the Securities Act. Holdco shall also take any action (other than qualifying to do
business in any jurisdiction in which it is not now so qualified or to file a general consent to
service of process) required to be taken under any applicable state securities laws in connection
with the Mergers and each of Time Warner and America Online shall furnish all information
concerning it and the holders of its capital stock as may be reasonably requested in connection
with any such action. Each party will advise the other party, promptly after it receives notice
thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the
suspension of the qualification of the Holdco Capital Stock issuable in connection with the
Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the
Joint Proxy StatementJProspectus or the Form S-4. If at any time prior to the Effective Time any
information relating to America Online or Time Warner, or any of their respective affiliates,
officers or directors, should be discovered by America Online or Time Warner which should be
set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy
StatementlProspectus so that any of such documents would not include any misstatement of a
material fact or omit to state any material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, the party which discovers
such information shall promptly notify the other party hereto and, to the extent required by law,
rules or regulations, an appropriate amendment or supplement describing such information shall
be promptly filed with the SEC and disseminated to the stockholders of America Online and
Time Warner.
003780-000:-02269-AOlaSCE9-~GA
45
(b) Time Warner shall duly take all lawful action to call, give notice of,
convene and hold a meeting of its stockholders on a date determined in accordance with the
mutual agreement of Time Warner and America Online (the "Time Warner Stockholders
Meeting") for the purpose of obtaining the Required Time Warner Vote with respect to the
transactions contemplated by this Agreement and shall take all lawful action to solicit the
adoption of this Agreement by the Required Time Warner Vote; and the Board of Directors of
Time Warner shall recommend adoption of this Agreement by the stockholders of Time Warner
to the effect as set forth in Section 4.2(f) (the "Time Warner Recommendation"), and shall not,
unless America Online makes a Change in the America Online Recommendation, (x) withdraw,
modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to America
Online such recommendation or (y) take any action or make any statement (other than any action
described in the foregoing clause (x)) in connection with the Time Warner Stockholders Meeting
inconsistent with such recommendation (collectively, a "Change in the Time Warner
Recommendation"); provided, however, any action or statement under clause (y) will not be
deemed a Change in the Time Warner Recommendation provided (I) such action or statement is
taken or made pursuant to advice from Cravath, Swaine & Moore, counsel to Time Warner, to
the effect that such action or statement is required by applicable Law, (II) if a Time Warner
Public Proposal has been made and not rescinded, such action or statement shall not relate to
such Time Warner Public Proposal other than any factual statement required by any regulatory
authority (including the SEC) and shall in any event include a rejection of such Time Warner
Public Proposal and (III) such action or statement also includes a reaffirmation of the Time
Warner Board of Directors' approval of the Mergers and the other transactions contemplated
hereby and recommendation to the Time Warner stockholders to adopt this Agreement; provided
further, however, that the Board of Directors of Time Warner may make a Change in the Time
Warner Recommendation pursuant to Section 6.5 hereof. Notwithstanding any Change in the
Time Warner Recommendation, this Agreement shall be submitted to the stockholders of Time
Warner at the Time Warner Stockholders Meeting for the purpose of adopting this Agreement
and nothing contained herein shall be deemed to relieve Time Warner of such obligation.
( c) America Online shall duly take all lawful action to call, give notice of,
convene and hold a meeting of its stockholders on a date determined in accordance with the
mutual agreement of America Online and Time Warner (the "America Online Stockholders
Meeting") for the purpose of obtaining the America Online Stockholder Approval with respect to
the transactions contemplated by this Agreement and shall take all lawful action to solicit the
adoption of this Agreement, and the Board of Directors of America Online shall recommend
adoption of this Agreement by the stockholders of America Online to the effect as set forth in
Section 4.1(f) (the "America Online Recommendation"), and shall not, unless Time Warner
makes a Change in the Time Warner Recommendation, (x) withdraw, modify or qualify (or
propose to withdraw, modify or qualify) in any manner adverse to Time Warner such
recommendation or (y) take any action or make any statement (other than any action described in
the foregoing clause (x)) in connection with the America Online Stockholders Meeting
inconsistent with such recommendation (collectively, a "Change in the America Online
Recommendation"); provided, however, any action or statement under clause (y) will not be
003780-0007-02269-AOl8SCH9-v'GA
46
deemed a Change in the America Online Recommendation provided (1) such action or statement
is taken or made pursuant to advice from Simpson Thacher & Bartlett, counsel to America
Online, to the effect that such action or statement is required by applicable Law, (II) if an
America Online Public Proposal has been made and not rescinded, such action or statement shall
not relate to such America Online Public Proposal other than any factual statement required by
any regulatory authority (including the SEC) and shall in any event include a rejection of such
America Online Public Proposal and (III) such action or statement also includes a reaffIrmation
of the America Online Board of Directors' approval of the Mergers and the other transactions
contemplated hereby and recommendation to the America Online stockholders to adopt this
Agreement; provided further, however, that the Board of Directors of America Online may make
a Change in the America Online Recommendation pursuant to Section 6.5 hereof
Notwithstanding any Change in the America Online Recommendation, this Agreement shall be
submitted to the stockholders of America Online at the America Online Stockholders Meeting
for the pwpose of adopting this Agreement and nothing contained herein shall be deemed to
relieve America Online of such obligation.
6.2 Holdco Board of Directors: Executive Officers.
(a) At or prior to the Effective Time, each party hereto will take all action
necessary to (i) cause the Board of Directors of Hold co and each committee thereof as of the
Effective Time to be comprised in accordance with Schedule 6.2(a) hereto and (ii) cause the
individuals listed in Schedule 6.2(a) hereto to be appointed as officers of Hold co as of the
Effective Time in accordance with Schedule 6.2(a) hereto.
(b) Promptly following the date hereof, each party hereto will take all action
necessary to form the Transition Team, in accordance with Schedule 6.2(a) hereto. Following
the Effective Time, each party hereto will comply, and will cause Holdco to comply, with the
provisions of Schedule 6.2( a) hereto which by their terms are applicable from and after the
Effective Time.
6.3 Access to Information. Upon reasonable notice, each party shall (and
shall cause its Subsidiaries to) afford to the officers, employees, accountants, counsel, financial
advisors and other representatives of the other party reasonable access during normal business
hours, during the period prior to the Effective Time, to all its properties, books, contracts,
commitments, records, officers and employees and, during such period, such party shall (and
shall cause its Subsidiaries to) furnish promptly to the other party (a) a copy of each report,
schedule, registration statement and other document filed, published, announced or received by it
during such period pursuant to the requirements of Federal or state securities laws, the
Communications Act, the HSR Act and the laws, rules and regulations of Franchising Authorities
and PUCs, as applicable (other than documents which such party is not permitted to disclose
under applicable law), and (b) all other information concerning it and its business, properties and
personnel as such other party may reasonably request; provided, however, that either party may
restrict the foregoing access to the extent that (i) any law, treaty, rule or regulation of any
0037aO-0007-C2269-AOleECH9-~GA
47
Governmental Entity applicable to such party or any contract requires such party or its
Subsidiaries to restrict or prohibit access to any such properties or information or (ii) the
information is subject to confidentiality obligations to a third party. The parties will hold any
such information obtained pursuant to this Section 6.3 in confidence in accordance with, and
shall otherwise be subject to, the provisions of the confidentiality letter dated December 10,
1999, between Time Warner and America Online (the "Confidentiality Agreement"), which
Confidentiality Agreement shall continue in full force and effect. Any investigation by either of
America Online. or Time Warner shall not affect the representations and warranties of the other.
6.4 Reasonable Best Efforts.
(a) Subject to the terms and conditions of this Agreement, each party will
use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary, proper or advisable under this Agreement and applicable laws and
regulations to consummate the Mergers and the other transactions contemplated by this
Agreement as soon as practicable after the date hereof, including (i) preparing and filing as
promptly as practicable all documentation to effect all necessary applications, notices, petitions,
filings, tax ruling requests and other documents and to obtain as promptly as practicable all
Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals,
permits, rulings, authorizations and clearances necessary or advisable to be obtained from any
third party and/or any Governmental Entity in order to consummate the Mergers or any of the
other transactions contemplated by this Agreement and the Stockholders Agreements
(collectively, the "Required Approvals") and (ii) taking all reasonable steps as may be necessary
to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in
limitation of the foregoing, each party hereto agrees to make, as promptly as practicable, to the
extent it has not already done so, (i) an appropriate filing of a Notification and Report Form
pursuant to the HSR Act with respect to the transactions contemplated hereby (which filing shall
be made in any event within 10 Business Days of the date hereof), (ii) appropriate filings with
the FCC, Franchising Authorities and PUCs with respect to the transactions contemplated
hereby, (iii) appropriate filings with the European Commission in accordance with applicable
competition, merger control, antitrust, investment or similar laws and any necessary filings under
the Canadian Investment Regulations within the time periods specified thereunder, and (iv) all
other necessary filings with other Governmental Entities relating to the Mergers, and, in each
case, to supply as promptly as practicable any additional information and documentary material
that may be requested pursuant to such laws or by such authorities and to use reasonable best
efforts to cause the expiration or termination of the applicable waiting periods under the HSR
Act and the receipt of Required Approvals under such other laws or from such authorities as soon
as practicable. Notwithstanding the foregoing, nothing in this Section 6.4 shall require, or be
deemed to require, (i) America Online or Time Warner to agree to or effect any divestiture, hold
separate any business or assets or take any other action if doing so would, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect on Holdco after the
Mergers or (ii) America Online or Time Warner to agree to or effect any divestiture, hold
separate any business or take any other action that is not conditional on the consummation of the
003780-0007-02269-A016SCH9-MGA
48
Mergers. Neither party shall take or agree to take any action identified in clause (i) or (ii) of the
immediately preceding sentence without the prior written consent of the other party (which shall
not be unreasonably withheld or delayed).
(b) Each of Time Warner and America Online shall, in connection with the
efforts referenced in Section 6.4(a) to obtain all Required Approvals, use its reasonable best
efforts to (i) cooperate in all respects with each other in connection with any filing or submission
and in connection with any investigation or other inquiry, including any proceeding initiated by a
private party, (ii) promptly inform the other party of any communication received by such party
from, or given by such party to, the FCC, Franchising Authorities, PUCs, the Antitrust Division
of the Department of Justice (the "DOJ"), the Federal Trade Commission (the "FTC") or any
other Governmental Entity and of any material communication received or given in connection
with any proceeding by a private party, in each case regrading any of the transactions
contemplated hereby, and (iii) consult with each other in advance to the extent practicable of any
meeting or conference with, the FCC, Franchising Authorities, PUCs, the DOJ, the FTC or any
such other Governmental Entity or, in connection with any proceeding by a private party, with
any other Person, and to the extent permitted by the FCC, PUCs, the DOJ, the FTC or such other
applicable Governmental Entity or other Person, give the other party the opportunity to attend
and participate in such meetings and conferences.
(c) In furtherance and not in limitation of the covenants of the parties
contained in Section 6.4( a) and 6.4(b), if any administrative or judicial action or proceeding,
including any proceeding by a private party, is instituted (or threatened to be instituted)
challenging any transaction contemplated by this Agreement as violative of any Regulatory Law
(as defined below), or if any statute, rule, regulation, executive order, decree, injunction or
administrative order is enacted, entered, promulgated or enforced by a Governmental Entity
which would make the Mergers or the other transactions contemplated hereby illegal or would
otherwise prohibit or materially impair or delay the consummation of the Mergers or the other
transactions contemplated hereby, each of Time Warner and America Online shall cooperate in
all respects with each other and use its respective reasonable best efforts, including without
limitation, subject to the penultimate sentence of Section 6.4(a), selling, holding separate or
otherwise disposing of or conducting their business in a specified manner, or agreeing to sell,
hold separate or otherwise dispose of or conduct their business in a specified manner or
permitting the sale, holding separate or other disposition of, any assets of America Online, Time
Warner or their respective Subsidiaries or the conducting of their business in a specified manner,
to contest and resist any such action or proceeding and to have vacated, lifted, reversed or
overturned any decree, judgment, injunction or other order, whether temporary, preliminary or
permanent, that is in effect and that prohibits, prevents or restricts consummation of the Mergers
or the other transactions contemplated by this Agreement and to have such statute, rule,
regulation, executive order, decree, injunction or administrative order repealed, rescinded or
made inapplicable so as to permit consummation of the transactions contemplated by this
Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in
this Section 6.4 shall limit a party's right to terminate this Agreement pursuant to Section 8.1 (b)
003780-QC07-02269-A018ECH9-XSA
49
or 8.1 (c) so long as such party has up to then complied with its obligations under this Section
6.4. For purposes of this Agreement, "Regulatory Law" means the Sherman Act, as amended,
the EC Merger Regulation, the Clayton Act, as amended, the HSR Act, the Federal Trade
Commission Act, as amended, the Communications Act, the Canadian Investment Regulations,
and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees,
administrative and judicial doctrines and other laws that are designed or intended to prohibit,
restrict or regulate (i) mergers, acquisitions or other business combinations, (ii) foreign
investment or (iii) actions having the purpose or effect of monopolization or restraint of trade or
lessening of competition.
(d) America Online and its Board of Directors shall, if any state takeover
statute or similar statute becomes applicable to this Agreement, the Mergers, the Stock Option
Agreements or any other transactions contemplated hereby or thereby, take all action reasonably
necessary to ensure that the Mergers and the other transactions contemplated by this Agreement
and the Stock Option Agreements may be consummated as promptly as practicable on the terms
contemplated hereby or thereby and otherwise to minimize the effect of such statute or regulation
on this Agreement, the Mergers, the Stock Option Agreements and the other transactions
contemplated hereby or thereby.
(e) Time Warner and its Board of Directors shall, if any state takeover
statute or similar statute becomes applicable to this Agreement, the Mergers, the Stock Option
Agreements or any other transactions contemplated hereby or thereby, take all action reasonably
necessary to ensure that the Mergers and the other transactions contemplated by this Agreement
and the Stock Option Agreements may be consummated as promptly as practicable on the terms
contemplated hereby or thereby and otherwise to minimize the effect of such statute or
regulation on this Agreement, the Mergers, the Stock Option Agreements and the other
transactions contemplated hereby or thereby.
6.5 Acquisition Proposals.
(a) Without limitation on any of such party's other obligations under this
Agreement (including under Article V hereof), each of America Online and Time Warner agrees
that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its
Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries'
employees, agents and representatives (including any investment banker, attorney or accountant
retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit,
encourage or knowingly facilitate any inquiries or the making of any proposal or offer with .
respect to, or a transaction to effect, a merger, reorganizadon, share exchange, consolidation,
business combination, recapitalization, liquidation, dissolution or similar transaction involving it
or any of its Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC and,
with respect to Time Warner, including TWE), or any purchase or sale of20% or more of the
consolidated assets (including without limitation stock of its Subsidiaries) of such party and its
Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the
003780-0007-C2269-A016ECE9-~GA
50
equity securities of such party that, if consummated, would result in any Person (or the
stockholders of such Person) beneficially owning securities representing 20% or more of the total
voting power of such party (or of the surviving parent entity in such transaction) or any of its
Significant Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer
made by the other party or an Affiliate thereof) being hereinafter referred to as an "ACQuisition
Proposal"), (ii) have any discussion with or provide any confidential information or data to any
Person relating to an Acquisition Proposal, or engage in any negotiations concerning an
Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an
Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend,
any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or
execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition
agreement, option agreement or other similar agreement or propose publicly or agree to do any of
the foregoing related to any Acquisition Proposal.
(b) Notwithstanding anything in this Agreement to the contrary, each of
America Online and Time Warner or its respective Board of Directors shall be permitted to
(A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the
Exchange Act with regard to an Acquisition Proposal, (B) effect a Change in the America Online
or Time Warner Recommendation, as the case may be, or (C) engage in any discussions or
negotiations with, or provide any information to, any Person in response to an unsolicited bona
fide written Acquisition Proposal by any such Person, if and only to the extent that, in any such
case referred to in clause (B) or (C), (i) its Stockholders Meeting shall not have occurred, (ii) (x)
in the case of clause (B) above, it has received an unsolicited bona fide written Acquisition
Proposal from a third party and its Board of Directors concludes in good faith that such
Acquisition Proposal constitutes a Superior Proposal (as defined below) and (y) in the case of
clause (C) above, its Board of Directors concludes in good faith that there is a reasonable
likelihood that such Acquisition Proposal could constitute a Superior Proposal, (iii) in the case of
clause (B) or (C) above, its Board of Directors, after consultation with outside counsel,
determines in good faith that the failure to take such action would be inconsistent with its
fiduciary duties under applicable Law, (iv) prior to providing any information or data to any
Person in connection with an Acquisition Proposal by any such Person, its Board of Directors
receives from such Person an executed confidentiality agreement having provisions that are
customary in such agreements, as advised by counsel, provided that if such confidentiality
agreement contains provisions that are less restrictive than the comparable provision, or omits
restrictive provisions, contained in the Confidentiality Agreement, then the Confidentiality
Agreement will be deemed to be amended to contain only such less restrictive provisions or to
omit such restrictive provisions, as the case may be, and (v) prior to providing any information or
data to any Person or entering into discussions or negotiations with any Person, such party
notifies the other party promptly of such inquiries, proposals or offers received by, any such
information requested from, or any such discussions or negotiations sought to be initiated or
continued with, any of its representatives indicating, in connection with such notice, the name of
such Person and the material terms and conditions of any inquiries, proposals or offers. Each of
America Online and Time Warner agrees that it will promptly keep the other party informed of
C037aO-OOC7-02269-AOl8EC~9-~GA
51
the status and terms of any such proposals or offers and the status and terms of any such
discussions or negotiations. Each of America Online and Time Warner agrees that it will, and
will cause its officers, directors and representatives to, immediately cease and cause to be
terminated any activities, discussions or negotiations existing as of the date of this Agreement
with any parties conducted heretofore with respect to any Acquisition Proposal. Each of
America Online and Time Warner agrees that it will use reasonable best efforts to promptly
inform its directors, officers, key employees, agents and representatives of the obligations
undertaken in this Section 6.5. Nothing in this Section 6.5 shall (x) permit America Online or
Time Warner to terminate this Agreement (except as specifically provided in Article VIII hereof)
Or (y) affect any other obligation of America Online or Time Warner under this Agreement.
Neither America Online nor Time Warner shall submit to the vote of its stockholders any
Acquisition Proposal other than the America Online Merger or Time Warner Merger,
respectively. "Superior Proposal" means with respect to America Online or Time Warner, as the
case may be, a bona fide written proposal made by a Person other than either such party which is
(I) for a merger, reorganization, consolidation, share exchange, business combination,
recapitalization, or similar transaction involving such party as a result of which the other party
thereto or its stockholders will own 40% or more of the combined voting power of the entity
surviving or resulting from such transaction (or the ultimate parent entity thereof), and (II) is on
terms which the Board of Directors of such party in good faith concludes (following receipt of
the advice of its financial advisors and outside counsel), taking into account, among other things,
all legal, financial, regulatory and other aspects of the proposal and the Person making the
proposal, (x) would, if consummated, result in a transaction that is more favorable to its
stockholders (in their capacities as stockholders), from a financial point of view, than the
transactions contemplated by this Agreement and (y) is reasonably capable of being completed.
6.6 Fees and Expenses. Subject to Section 8.2, whether or not the Mergers
are consummated, all Expenses (as defined below) incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring such Expenses,
except (a) if the Mergers are consummated, the surviving corporation of each Merger sh'll pay,
or cause to be paid, any and all property or transfer taxes imposed in connection with such
Merger and (b) Expenses incurred in connection with the filing, printing and mailing of the Joint
Proxy StatementlProspectus and Form S-4, which shall be shared equally by America Online and
Time Warner. As used in this Agreement, "Expenses" includes all out-of-pocket expenses
(including, without limitation, all fees and expenses of counsel, accountants, investment bankers,
experts and consultants to a party hereto and its affiliates) incurred by a party or on its behalf in
connection with or related to the authorization, preparation, negotiation, execution and
performance of this Agreement, the Stock Option Agreements and the Voting Agreement and the
transactions contemplated hereby and thereby, including the preparation, printing, filing and
mailing of the Joint Proxy StatementlProspectus and Form S-4 and the solicitation of stockholder
approvals and all other matters related to the transactions contemplated hereby and thereby. The
parties hereto shall cooperate with each other in preparing, executing and filing any Tax Returns
with respect to property or transfer taxes.
803i8C-COD7-02269-A01SECH9-MGA
52
6.7 Directors' and Officers' Indemnification and Insurance. (a) Holdco
shall (i) indemnify and hold hannless, and provide advancement of expenses to, all past and
present directors, officers and employees of Time Warner and its Subsidiaries (in all of their
capacities) (a) to the same extent such persons are indemnified or have the right to advancement
of expenses as of the date of this Agreement by Time Warner pursuant to Time Warner's
certificate of incOIporation, bylaws and indemnification agreements, if any, in existence on the
date hereofwith any directors, officers and employees of Time Warner and its Subsidiaries and
(b) without limitation to clause (a), to the fullest extent permitted by law, in each case for acts or
omissions occurring at or prior to the Effective Time (including for acts or omissions occurring
in connection with the approval of this Agreement and the consummation of the transactions
contemplated hereby), (ii) include and cause to be maintained in effect in Holdco's (or any
successor's) certificate of incorporation and bylaws after the Effective Time, provisions
regarding elimination of liability of directors, indemnification of officers, directors and
employees and advancement of expenses which are, in the aggregate, no less advantageous to the
intended beneficiaries than the corresponding provisions contained in the current certificate of
incorporation and bylaws of Time Warner and (iii) cause to be maintained for a period of six
years after the Effective Time the current policies of directors' and officers' liability insurance
and fiduciary liability insurance maintained by Time Warner (provided that Holdco (or any
successor) may substitute therefor one or more policies of at least the same coverage and
amounts containing terms and conditions which are, in the aggregate, no less advantageous to the
insured) with respect to claims arising from facts or events that occurred on or before the
Effective Time; provided, however, that in no event shall Holdco be required to expend in any
one year an amount in excess of200% of the annual premiums currently paid by Time Warner
for such insurance; and, provided further that if the annual premiums of such insurance coverage
exceed such amount, Holdco shall be obligated to obtain a policy with the greatest coverage
available for a cost not exceeding such amount. The obligations of Hold co under this Section
6.7(a) shall not be terminated or modified in such a manner as to adversely affect any indemnitee
to whom this Section 6.7(a) applies without the consent of such affected indemnitee (it being
expressly agreed that the indemnitees to whom this Section 6.7(a) applies shall be third party
beneficiaries of this Section 6.7(a)).
(b) Holdco shall (i) indemnify and hold hannless, and provide advancement
of expenses to, all past and present directors, officers and employees of America Online and its
Subsidiaries (in all of their capacities) (a) to the same extent such persons are indemnified or
have the right to advancement of expenses as of the date of this Agreement by America Online
pursuant to America Online's certificate of incorporation, bylaws and indemnification
agreements, if any, in existence on the date hereof with any directors, officers and employees of
America Online and its Subsidiaries and (b) without limitation to clause (a), to the fullest extent
permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time
(including for acts or omissions occurring in connection with the approval of this Agreement and
the consummation of the transactions contemplated hereby), (ii) include and cause to be
maintained in effect in Holdco's (or any successor's) certificate of incorporation and bylaws after
the Effective Time, provisions regarding elimination of liability of directors, indemnification of
C03780-C007-02269-A016ECH;-~GA
53
officers, directors and employees and advancement of expenses which are, in the aggregate, no
less advantageous to the intended beneficiaries than the corresponding provisions contained in
the current certificate of incorporation and bylaws of America Online and (iii) cause to be
maintained for a period of six years after the Effective Time the current policies of directors' and
officers' liability insurance and fiduciary liability insurance maintained by America Online
(provided that Holdco (or any successor) may substitute therefor one or more policies of at least
the same coverage and amounts containing terms and conditions which are, in the aggregate, no
less advantageous to the insured) with respect to claims arising from facts or events that occurred
on or before the Effective Time; provided, however, that in no event shall Holdco be required to
expend in anyone year an amount in excess of 200% of the annual premiums currently paid by
America Online for such insurance; and, provided further that if the annual premiums of such
insurance coverage exceed such amount, Holdco shall be obligated to obtain a policy with the
greatest coverage available for a cost not exceeding such amount. The obligations of Hold co
under this Section 6.7(b) shall not be terminated or modified in such a manner as to adversely
affect any indemnitee to whom this Section 6.7(b) applies without the consent of such affected
indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.7(b) applies
shall be third party beneficiaries of this Section 6.7(b)).
6.8 Public Announcements. America Online and Time Wamershall use
reasonable best efforts to develop a joint communications plan and each party shall use
reasonable best efforts (i) to ensure that all press releases and other public statements with
respect to the transactions contemplated hereby shall be consistent with such joint
communications plan and (ii) unless otherwise required by applicable law or by obligations
pursuant to any listing agreement with or rules of any securities exchange, to consult with each
other before issuing any press release or, to the extent practical, otherwise making any public
statement with respect to this Agreement or the transactions contemplated hereby. In addition to
the foregoing, except to the extent disclosed in or consistent with the Joint Proxy
StatementlProspectus in accordance with the provisions of Section 6.1 , neither America Online
nor Time Warner shall issue any press release or otherwise make any public statement or
disclosure concerning the other party or the other party's business, fmancial condition or results
of operations without the consent of the other party, which consent shall not be unreasonably
withheld or delayed.
6.9 Listing of Shares of Hold co Common Stock. Holdco shall use its
reasonable best efforts to cause the shares of Hold co Common Stock to be issued in the Merger
and the shares of Hold co Common Stock to be reserved for issuance upon exercise of the Time
Warner Stock Options and America Online Stock Options to be approved for listing on the
NYSE, subject to official notice of issuance, prior to the Closing Date.
6.10 Rights Agreements. (a) The Board of Directors of America Online shall
take all action to the extent necessary (including amending the America Online Rights
Agreement) in order to render the America Online Rights inapplicable to the America Online
Merger and the other transactions contemplated by this Agreement and the Stock Option
003~SO-0007-02269-AOla~CH9-M~A
54
Agreements. Except in connection with the foregoing sentence, the Board of Directors of
America Online shall not, without the prior written consent of Time Warner, (i) amend the
America Online Rights Agreement or (ii) take any action with respect to, or make any
determination under, the America Online Rights Agreement, including a redemption of the
America Online Rights, in each case in order to facilitate any Acquisition Proposal with respect
to America Online.
(b) The Board of Directors of Time Warner shall take all action to the extent
necessary (including amending the Time Warner Rights Agreement) in order to render the Time
Warner Rights inapplicable to the Time Warner Merger and the other transactions contemplated
by this Agreement and the Stock Option Agreements. Except in connection with the foregoing
sentence, the Board of Directors of Time Warner shall not, without the prior written consent of
America Online, (i) amend the Time Warner Rights Agreement or (ii) take any action with
respect to, or make any determination under, the Time Warner Rights Agreement, including a
redemption of the Time Warner Rights, in each case in order to facilitate any Acquisition
Proposal with respect to Time Warner. Notwithstanding the preceding sentence, Time Warner
may, in its sole discretion, either resolve to redeem the Time Warner Rights effective as of, or
amend the expiration date of the Time Warner Rights Agreement to provide that it terminates on,
the close of business on the date of Time Warner's 2000 annual meeting of stockholders;
provided, however, that if prior to, on, or following such date a person has (i) indicated (either
publicly or in a manner which becomes known to America Online or Time Warner) its intention
to accumulate Time Warner Capital Stock other than for investment purposes, (ii) indicated
(either publicly or in a manner which becomes known to America Online or Time Warner) its
intention to make an Acquisition Proposal with respect to Time Warner or (iii) made an
Acquisition Proposal with respect to Time Warner, then, upon the written request of America
Online, Time Warner shall within 10 business days following such request take all action
necessary to enter into a new stockholder rights plan no less favorable to Time Warner or
America Online than the Time Warner Rights Agreement. Time Warner shall give America
Online prompt notice of any information known by Time Warner with respect to the occurrence
of an event set forth in clauses (i), (ii) and (iii) of the immediately preceding sentence. Upon the
implementation of such new stockholder rights plan, Time Warner shall be subject to this Section
6.1 O(b) without giving effect to the immediately preceding sentence.
6.11 Affiliates.
(a) Not less than 45 days prior to the date of the Time Warner Stockholders
Meeting, Time Warner shall deliver to America Onli'1e a letter identifying all persons who, in the
judgment of Time Warner, may be deemed at the time this Agreement is submitted for adoption
by the stockholders of Time Warner, "affiliates" of Time Warner for purposes of Rule 145 under
the Securities Act and applicable SEC rules and regulations, and such list shall be updated as
necessary to reflect changes from the date thereof. Time Warner shall use reasonable best efforts
to cause each person identified on such list to deliver to Roldco not less than 30 days prior to the
0037 S 0-0007 -02 2 6 ~-A018 ::CH9-~:G;"
55
Effective Time, a written agreement substantially in the form attached as Exhibit 6.11 hereto (an
"Affiliate Agreement").
(b) Not less than 45 days prior to the date of the Ameri~a Online
Stockholders Meeting, America Online shall deliver to Time Warner a letter identifying all
persons who, in the judgment of America Online, may be deemed at the time this Agreement is
submitted for adoption by the stockholders of America Online, "affiliates" of America Online for
pUIposes of Rule 145 under the Securities Act and applicable SEC rules and regulations, and
such list shall be updated as necessary to reflect changes from the date thereof. America Online
shall use reasonable best efforts to cause each person identified on such list to deliver to Roldco
not less than 30 days prior to the Effective Time, an Affiliate Agreement.
6.12 Section 16 Matters. Prior to the Effective Time, America Online and
Time Warner shall take all such steps as may be required to cause any dispositions of Time
Warner Capital Stock or America Online Common Stock (including derivative securities with
respect to Time Warner Capital Stock or America Online Common Stock) or acquisitions of
Roldco Common Stock (including derivative securities with respect to Roldco Common Stock)
resulting from the transactions contemplated by Article I or Article II ofthis Agreement by each
individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act
with respect to America Online and Time Warner, to be exempt under Rule 16b-3 promulgated
under the Exchange Act.
6.13 America Online Indebtedness and Time Warner Indebtedness. With
respect to America Online Indebtedness and Time Warner Indebtedness issued under indentures
qualified under the Trust Indenture Act of 1939, and any other America Online Indebtedness or
Time Warner Indebtedness the terms of which require Roldco to assume such debt in order to
avoid default thereunder (collectively, the "Assumed Indentures"), Roldco shall execute and
deliver to the trustees or other representatives in accordance with the terms of the respective
Assumed Indentures, supplemental indentures or other instruments, in form satisfactory to the
respective trustees or other representatives, expressly assuming the obligations of America
Online or Time Warner, as applicable, with respect to the due and punctual payment of the
principal of (and premium, if any) and interest, if any, on, and conversion obligations under, all
debt securities issued by America Online or Time Warner, as applicable, under the respective
Assumed Indentures and the due and punctual performance of all the terms, covenants and
conditions of the respective Assumed Indentures to be kept or performed by America Online or
Time Warner, respectively, and shall deliver such supplemental indentures or other instruments
to the respective trustees or other representatives under the Assumed Indentures.
00378C-0007-02269-rt018SCc.9-MGA
56
ARTICLE VII
CONDITIONS PRECEDENT
7.1 Conditions to Each Party's Obligation to Effect its Respective r-:1erger.
The respective obligations of Time Warner and America Online to effect the Time Warner
Merger and America Online Merger are subject to the satisfaction or waiver on or prior to the
Closing Date of the following conditions:
(a) Stockholder Approval. (i) Time Warner shall have obtained the
Required Time Warner Vote in connection with the adoption of this Agreement by the
stockholders of Time Warner and (ii) America Online shall have obtained the America Online
Stockholder Approval in connection with the adoption of this Agreement by the stockholders of
America Online.
(b) No Iniunctions or Restraints. Illegality. No Laws shall have been
adopted or promulgated, and no temporary restraining order, preli~inary or permanent injunction
or other order issued by a court or other Governmental Entity of competent jurisdiction shall be
in effect, having the effect of making the Mergers illegal or otherwise prohibiting consummation
of the Mergers.
(c) HSR Act: EC Merger Regulation: Canadian Investment Regulations.
The waiting period (and any extension thereof) applicable to the Mergers under the HSR Act
shall have been terminated or shall have expired and any required approval of the Mergers of the
European Commission or Canadian Governmental Entities shall have been obtained pursuant to
the EC Merger Regulation and the Canadian Investment Regulations, respectively.
(d) FCC Approvals. All material orders and approvals of the FCC required
in connection with the consummation of the transactions contemplated hereby shall have been
obtained and become final; provided, however, that the provisions of this Section 7 .1 (d) shall not
be available to any party whose failure to fulfill its obligations pursuant to Section 6.4 has been
the cause of, or shall have resulted in, the failure to obtain such order or approval.
(e) Cable Franchising Authorities and PUCs Approvals. All consents,
approvals and actions of, filings with and notices to any Cable Franchising Authorities or PUCs
required of America Online, Time Warner or any of their Subsidiaries to consummate the
Mergers and the other transactions contemplated hereby, the failure of which to be obtained or
taken, individually or in the aggregate, would reasonably be expected to have a Material Adverse
Effect on Holdco after giving effect to the Mergers, shall have been obtained; provided, however,
that the provisions of this Section 7.1 (e) shall not be available to any party whose failure to fulfill
its obligations pursuant to Section 6.4 has been the cause of, or shall have resulted in, the failure
to obtain such consent or approval or action.
C03750-0C07-02269-A01BSCH9-~GA
57
(f) NYSE Listing. The shares of Hold co Common Stock to be issued in the
Mergers and such other shares of Hold co Common Stock to be reserved for issuance in
connection with the Mergers shall have been approved for listing on the NYSE, subject to
official notice of issuance.
(g) Effectiveness of the Form S-4. The Form S-4 shall have been declared
effective by the SEC under the Securities Act and no stop order suspending the effectiveness of
the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have
been initiated or threatened by the SEC.
7.2 Additional Conditions to Obligations of America Online. The
obligations of America Online to effect the America Online Merger are subject to the
satisfaction, or waiver by America Online, on or prior to the Closing Date of the following
conditions:
(a) Representations and Warranties. Each of the representations and
warranties of Time Warner set forth in this Agreement, disregarding all qualifications and
exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and
correct as of the date of this Agreement and as of the Closing Date as though made on and as of
the Closing Date (except to the extent that such representations and warranties speak as of
another date, in which case such representations and warranties shall be true and correct as of
such other date), except where the failure of such representations and warranties to be true and
correct would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Time Warner; and America Online shall have received a certificate of a senior
executive officer and a senior financial officer of Time Warner to such effect.
(b) Performance of Obligations of Time Warner. Time Warner shall have
performed or complied with all agreements and covenants required to be performed by it under
this Agreement at or prior to the Closing Date that are qualified as to materiality or Material
Adverse Effect and shall have performed or complied in all material respects with all other
material agreements and covenants required to be performed by it under this Agreement at or
prior to the Closing Date that are not so qualified, and America Online shall have received a
certificate of a senior executive officer and a senior fmancial officer of Time Warner to such
effect.
(c) Tax Opinion. America Online shall have received from Simpson
Thacher & Bartlett, counsel to America Online, on the Closing Date, a written opinion to the
effect that for federal income tax purposes each Merger will constitute an exchange to which
Section 351 of the Code applies or a reorganization within the meaning of Section 368(a) of the
Code, or both. In rendering such opinion, counsel to America Online shall be entitled to rely
upon information, representations and assumptions provided by Holdco, America Online and
Time Warner substantially in the form of Exhibits 7.2(c)(l), 7.2(c)(2) and 7.2(c)(3) (allowing for
CC376C-J007-02269-A018~Cr.9-~GA
58
such amendments to the representations as counsel to America Online deems reasonably
necessary).
(d) Time Warner Conditions. The conditions set forth in Section 7.3 (other
than Section 7.3(d)) shall have been satisfied or waived by Time Warner.
7.3 Additional Conditions to Obligations of Time Warner. The obligations
of Time Warner to effect the Time Warner Merger are subject to the satisfaction, or waiver by
Time Warner, on or prior to the Closing Date of the following additional conditions:
(a) Representations and Warranties. Each of the representations and
warranties of America Online set forth in this Agreement, disregarding all qualifications and
exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and
correct as of the date of this Agreement and as of the Closing Date as though made on and as of
the Closing Date (except to the extent that such representations and warranties speak as of
another date, in which case such representations and warranties shall be true and correct as of
such other date), except where the failure of such representations and warranties to be true and
correct would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on America Online; and Time Warner shall have received a certificate of a senior
executive officer and a senior financial officer of America Online to such effect.
(b) Performance of Obligations of America Online. America Online shall
have performed or complied with all agreements and covenants required to be performed by it
under this Agreement at or prior to the Closing Date that are qualified as to materiality or
Material Adverse Effect and shall have performed or complied in all material respects with all
other material agreements and covenants required to be performed by it under this Agreement at
or prior to the Closing Date that are not so qualified, and Time Warner shall have received a
certificate of a senior executive officer and a senior fmancial officer of America Online to such
effect.
(c) Tax Opinion, Time Warner shall have received from Cravath, Swaine &
Moore, counsel to Time Warner, on the Closing Date, a written opinion to the effect that for
federal income tax purposes each Merger will constitute an exchange to which Section 351 of the
Code applies or a reorganization within the meaning of Section 368(a) of the Code, or both. In
rendering such opinion, counsel to Time Warner shall be entitled to rely upon information,
representations and assumptions provided by Holdco, America Online and Time Warner
substantially in the form of Exhibits 7.2(c)(I), 7.2(c)(2) and 7.2(c)(3) (allowing for such
amendments to the representations as counsel to Time Warner deems reasonably necessary).
(d) America Online Conditions. The conditions set forth in Section 7.2
(other than 7.2(d)) shall have been satisfied or waived by America Online,
003730-0007-82269-AO~8~C~9-~G~
59
ARTICLE VIII
TERMINATION AND AMENDMENT
8.1 Termination. This Agreement may be terminated at any time prior to the
Effective Time, by action taken or authorized by the Board of Directors of the terminating party
or parties, and except as provided below, whether before or after approval of the matters
presented in connection with the Mergers by the stockholders of Time Warner or America
Online:
(a) By mutual written consent of America Online and Time Warner;
(b) By either Time Warner or America Online, if the Effective Time shall
not have occurred on or before May 31,2001 (the "Termination Date"); provided, however, that
the right to terminate this Agreement under this Section 8. 1 (b) shall not be available to any party
whose failure to fulfill any obligation under this Agreement (including without limitation such
party's obligations set forth in Section 6.4) has been the cause of, or resulted in, the failure of the
Effective Time to occur on or before the Termination Date;
(c) By either Time Warner or America Online, if any Governmental Entity
(i) shall have issued an order, decree or ruling or taken any other action (which the parties shall
have used their reasonable best efforts to resist, resolve or lift, as applicable, in accordance with
Section 6.4) permanently restraining, enjoining or otherwise prohibiting the transactions
contemplated by this Agreement, and such order, decree, ruling or other action shall have
become final and nonappealable or (ii) shall have failed to issue an order, decree or ruling or to
take any other action, and such denial of a request to issue such order, decree, ruling or take such
other action shall have become final and nonappealable (which order, decree, ruling or other
action the parties shall have used their reasonable best efforts to obtain, in accordance with
Section 6.4), in the case of each of (i) and (ii) which is necessary to fulfill the conditions set forth
in Sections 7.1 (c), (d) or (e), as applicable; provided, however, that the right to terminate this
Agreement under this Section 8.1 (c) shall not be available to any party whose failure to comply
with Section 6.4 has been the cause of such action or inaction;
(d) By either Time Warner or America Online, if the approvals of the
stockholders of either America Online or Time Warner contemplated by this Agreement shall not
have been obtained by reason of the failure to obtain the required vote at a duly held meeting of
stockholders or of any adjournment thereof at which the vote was taken;
(e) By America Online, if Time Warner shall have (i) failed to make the
Time Warner Recommendation or effected a Change in the Time Warner Recommendation (or
resolved to take any such action), whether or not permitted by the terms hereof, or (ii) materially
breached its obligations under this Agreement by reason of a failure to call the Time Warner
Stockholders Meeting in accordance with Section 6,1 (b) or a failure to prepare and mail to its
stockholders the Joint Proxy StatementlProspectus in accordance with Section 6.1(a);
CC3780-0007-02269-~O:S~Cr.9-~GA
60
(f) By Time Warner, if America Online shall have (i) failed to make the
America Online Recommendation or effected a Change in the America Online Recommendation
(or resolved to take any such action), whether or not permitted by the terms hereof or (ii)
materially breached its obligations under this Agreement by reason of a failure to call the
America Online Stockholders Meeting in accordance with Section 6.1(c) or a failure to prepare
and mail to its stockholders the Joint Proxy Statement/Prospectus in accordance with Section
6.1(a);
(g) By Time Warner, if America Online shall have breached or failed to
perform any of its representations, warranties, covenants or other agreements contained in this
Agreement, such that the conditions set forth in Section 7.3(a) or (b) are not capable of being
satisfied on or before the Termination Date; or
(h) By America Online, if Time Warner shall have breached or failed to
perform any of its representations, warranties, covenants or other agreements contained in this
Agreement, such that the conditions set forth in Section 7.2(a) or (b) are not capable of being
satisfied on or before the Termination Date.
8.2 Effect of Termination,
(a) In the event of termination of this Agreement by either Time Warner or
America Online as provided in Section 8.1, this Agreement shall forthwith become void and
there shall be no liability or obligation on the part of America Online or Time Warner or their
respective officers or directors except with respect to Section 4.1 (k), Section 4.2(k), the second
sentence of Section 6.3, Section 6.6, this Section 8.2 and Article IX, which provisions shall
survive such termination, and except that, notwithstanding anything to the contrary contained in
this Agreement, neither America Online nor Time Warner shall be relieved or released from any
liabilities or damages arising out of its wilful and material breach of this Agreement.
(b) If(A) (I) either party shall terminate this Agreement pursuant to Section
8.1(d) (provided that the basis for such termination is the failure of Time Warner's stockholders
to adopt this Agreement) or pursuant to Section 8.1(b) without the Time Warner Stockholder
Meeting having occurred, (II) at any time after the date of this Agreement and before such
termination an Acquisition Proposal with respect to Time Warner shall have been publicly
announced or otherwise communicated to the senior management, Board of Directors or
stockholders of Time Warner (a "Time Warner Public Proposal") and (III) within twelve months
of such termination Time Warner or any of its Subsidiaries enters into any definitive agreement
with respect to, or consummates, any Acquisition Proposal (for purposes of this clause (III), the
term "ACQuisition Proposal" shall have the meaning assigned to such term in Section 6.5(a)
except that references to "20%" therein shall be deemed to be references to "40%") or (B)
America Online shall terminate this Agreement pursuant to Section 8.1(e); then Time Warner
shall promptly, but in no event later than the date of such termination (or in the case of clause
(A), if later, the date Time Warner or its Subsidiary enters into such agreement with respect to or
consummates such Acquisition Proposal), pay America Online an amount equal to the Time
003780-0007-02269-AO:8~CE9-MGA
61
Warner Termination Fee, by wire transfer of immediately available funds (less any amounts
previously paid or payable by Time Warner pursuant to Section 8.2{d)). The "Time Warner
Termination Fee" shall be an amount equal to 2.75% of the product of (x) the number of shares
of Time Warner Common Stock outstanding as of the date hereof {assuming the exercise of all
outstanding options (other than the option granted pursuant to the Time Warner Stock Option
Agreement) and the conversion into Time Warner Common Stock of all securities of Time
Warner convertible into Time Warner Common Stock) multiplied by (y) the Exchange Ratio
multiplied by (z) the last sale price of America Online Common Stock on the NYSE on January
7,2000 (such product, the "Time Warner Amount").
(c) If (A) (I) either party shall terminate this Agreement pursuant to Section
8.I{d) (provided that the basis for such termination is the failure of America Online's
stockholders to adopt this Agreement) or pursuant to Section 8.l(b) without the America Online
Stockholders Meeting having occurred, (II) at any time after the date of this Agreement and
before such termination an Acquisition Proposal with respect to America Online shall have been
publicly announced or otherwise communicated to the senior management, Board of Directors or
stockholders of America Online {an "America Online Public Proposal"} and (III) within twelve
months of such termination America Online or any of its Subsidiaries enters into any definitive
agreement with respect to, or consummates, any Acquisition Proposal (for purposes of this clause
(III), the term "Acquisition Proposal" shall have the meaning assigned to such term in Section
6.5{a) except that references to "20%" therein shall be deemed to be references to "40%") or (B)
Time Warner shall terminate this Agreement pursuant to Section 8.l{f); then America Online
shall promptly, but in no event later than the date of such termination (orin the case of cIa use
(A), if later, the date America Online or its Subsidiary enters into such agreement with respect to
or consummates such Acquisition Proposal), pay Time Warner an amount equal to the America
Online Termination Fee (less any amounts previously paid or payable by America Online
pursuant to Section 8.2{d)), by wire transfer of immediately available funds. The "America
Online Termination Fee" shall be an amount equal to 2.75% of the product of (x) the number of
shares of America Online Common Stock outstanding as of the date hereof {assuming exercise of
all outstanding options (other than the option granted pursuant to the America Online Stock
Option Agreement) and the conversion into America Online Common Stock of all securities of
America Online convertible into America Online Common Stock) multiplied by (y) the last sale
price of America Online Common Stock on the NYSE on January 7, 2000 (such product, the
"America Online Amount").
(d) If either party shall terminate this Agreement pursuant to Section 8.l{d)
and the basis for such termination is the failure of Time Warner's stockholders to adopt this
Agreement), then Time Warner shall promptly, but in no event later than the date of such
termination, pay America Online an amount equal to one percent of the Time Warner Amount,
payable by wire transfer of immediately available funds; provided that no payment shall be made
pursuant to this sentence if the Time Warner Termination Fee has been paid pursuant to Section
8.2(b). If either party shall terminate this Agreement pursuant to Section 8.1 (d) and the basis for
such termination is the failure of America Online's stockholders to adopt this Agreement, then
America Online shall promptly, but in no event later than the date of such termination, pay Time
J0373C-CJ07-02269-hOl8SC~9-~GA
62
Warner an amount equal to one percent of the America Online Amount, payable by wire transfer
of immediately available funds; provided hat no payment shall be made pursuant to this
sentence if the America Online Terminati< n Fee has been paid pursuant to Section 8.2(c).
(e) The parties ackno wledge that the agreements contained in this
Section 8.2 are an integral part of the tran~ actions contemplated by this Agreement, and that,
without these agreements, neither party we uld enter into this Agreement; accordingly, if either
party fails promptly to pay any amount du ~ pursuant to this Section 8.2, and, in order to obtain
such payment, the other party commences a suit which results in a judgment against such party
. for the fee set forth in this Section 8.2, such party shall pay to the other party its costs and
expenses (including attorneys' fees and expenses) in connection with such suit, together with
interest on the amount of the fee at the pril ne rate of Citibank, N.A. in effect on the date such
payment was required to be made notwith tanding the provisions of Section 6.6. The parties
agree that any remedy or amount payable ursuant to this Section 8.2 shall not preclude any
other remedy or amount payable hereunde and shall not be an exclusive remedy for any breach
of any representation, warranty, covenant Jr agreement contained in this Agreement.
8.3 Amendment. Thi Agreement may be amended by the parties hereto, by
action taken or authorized by their respect ve Boards of Directors, at any time before or after
approval of the matters presented in connection with the Mergers by the stockholders of Time
Warner and America Online, but, after an' such approval, no amendment shall be made which
by law or in accordance with the rules of a ny relevant stock exchange requires further approval
by such stockholders without such further approval. This Agreement may not be amended
except by an instrument in writing signed m behalf of each of the parties hereto.
8.4 Extension' Waive. At any time prior to the Effective Time, the parties
hereto, by action taken or authorized by their respective Boards of Directors, may, to the extent
legally allowed, (i) extend the time for the performance of any of the obligations or other acts of
the other parties hereto, (ii) waive any ina curacies in the representations and warranties
contained herein or in any document delivP'red pursuant hereto and (iii) waive compliance with
any of the agreements or conditions conta ned herein. Any agreement on the part of a party
hereto to any such extension or waiver sh~ 11 be valid only if set forth in a written instrument
signed on behalf of such party. The failur of any party to this Agreement to assert any of its
rights under this Agreement or otherwise hall not constitute a waiver of those rights.
i RTICLE IX
GENE ~L PROVISIONS
9.1 Non-Survivalof enresentations Warranties and Agreements. None of
the representations, warranties, covenants and other agreements in this Agreement or in any
instrument delivered pursuant to this Agrt ement, including any rights arising out of any breach
of such representations, warranties, cover ants, agreements and other provisions, shall survive the
0037S0-0007-02269-A018SCH9-~GA
63
Effective Time, except for those covenants, agreements and other provisions contained herein
(including Section 6.7, Section 6.2 and Schedule 6.2(a)) that by their terms apply or are to be
performed in whole or in part after the Effective Time and this Article IX.
9.2 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or by
telecopy or telefacsimile, upon confmnation of receipt, (b) on the first Business Day following
the date of dispatch if delivered by a recognized next-day courier service, or (c) on the tenth
Business Day following the date of mailing if delivered by registered or certified mail, return
receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or
pursuant to such other instructions as may be designated in writing by the party to receive such
notice:
(a) if to America Online to:
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Fax: (703) 265-1495
Attention: Paul T. Cappuccio, Esq.
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Fax: (212) 455-2502
Attention: Richard I. Beattie, Esq.
(b) if to Time Warner to:
Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
Fax: (212) 265-2646
Attention: Christopher P. Bogart, Esq.
003;SO-COO;-02269-AC18SC~9-~:GA
64
with a copy to:
Cravath, Swaine Moore
Worldwide Plaza
825 Eighth A ven e
New York, New ork 10019
Fax: (212) 474-3 00
Attention: Robert A. Kindler, Esq.
9.3 Inter:pretation. en a reference is made in this Agreement to Articles,
Sections, Exhibits or Schedules, such refe nce shall be to an Article or Section of or Exhibit or
Schedule to this Agreement unless otherw' se indicated. The table of contents and headings
contained in this Agreement are for refere ce purposes only and shall not affect in any way the
meaning or interpretation of this Agreeme t. Whenever the words "include," "includes" or
"including" are used in this Agreement, th y shall be deemed to be followed by the words
"without limitation." In addition, each S tion of this Agreement is qualified by the matters set
forth with respect to such Section on the erica Online Disclosure Schedule, the Time Warner
Disclosure Schedule and the Schedules to is Agreement, as applicable, to the extent specified
therein and such other Sections of this Agr ement to the extent a matter in such Section is
disclosed in such a way as to make its rele ance called for by such other Section readily
apparent.
9.4 Counter:parts. Thi Agreement may be executed in one or more
counterparts, all of which shall be conside d one and the same agreement and shall become
effective when one or more counterparts h ve been signed by each of the parties and delivered to
the other party, it being understood that bo parties need not sign the same counterpart.
9.5
Beneficiaries.
(a) This Agreement, e Stock Option Agreements, the Confidentiality
Agreement and the exhibits and schedules ereto and the other agreements and instruments of the
parties delivered in connection herewith c stitute the entire agreement and supersede all prior
agreements and understandings, both writt n and oral, among the parties with respect to the
subject matter hereof.
(b) This Agreement s all be binding upon and inure solely to the benefit of
each party hereto, and nothing in this Agre ment, express or implied, is intended to or shall
confer upon any other Person any right, be efit or r~medy of any nature whatsoever under or by
reason of this Agreement, other than Secti n 6.7 (which is intended to be for the benefit of the
Persons covered thereby).
9.6 Governing Law. his Agreement shall be governed and construed in
accordance with the laws of the State ofD laware (without giving effect to choice oflaw
principles thereof),
OC378C-OOC7-02269-A01BECH9-MGA
65
9.7 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any law or public policy, all other terms and provisions
of this Agreement shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision is invalid, illegal
or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.
9.8 Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether
by operation of law or otherwise), without the prior written consent of the other party, and any
attempt to make any such assignment without such consent shall be null and void. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
9.9 Submission to Jurisdiction: Waivers. Each of America Online and Time
Warner irrevocably agrees that any legal action or proceeding with respect to this Agreement or
for recognition and enforcement of any judgment in respect hereof brought by the other party
hereto or its successors or assigns may be brought and determined in the Chancery or other
Courts of the State of Delaware, and each of America Online and Time Warner hereby
irrevocably submits with regard to any such action or proceeding for itself and in respect to its
property, generally and unconditionally, to the nonexclusive jurisdiction of the aforesaid courts.
Each of America Online and Time Warner hereby irrevocably waives, and agrees not to assert,
by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with
respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the
above-named courts for any reason other than the failure to lawfully serve process (b) that it or
its property is exempt or immune from jurisdiction of any such court or from any legal process
commenced in such courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise), (c) to the
fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court
is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper
and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts
and (d) any right to a trial by jury.
9.10 Enforcement. The parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in accordance with
their specific terms. It is accordingly agreed that the parties shall be entitled to specific
performance of the terms hereof, this being in addition to any other remedy to which they are
entitled at law or in equity.
0037S0-0007-02269-AOleSCH9-MGA
66
9.11 Definitions. As
(a) "beneficialowne hi "or "beneficially own" shall have the meaning
under Section 13(d) of the Exchange Act d the rules and regulations thereunder.
(b) "Benefit Plans" eans, with respect to any Person, each employee
benefit plan, program, arrangement and c ntract (including, without limitation, any "employee
benefit plan," as defined in Section 3(3) 0 the Employee Retirement Income Security Act of
1974, as amended ("ERISA") and any bo s, deferred compensation, stock bonus, stock
purchase, restricted stock, stock option, e ployment, termination, stay agreement or bonus,
change in control and severance plan, pro am, arrangement and contract) in effect on the date of
this Agreement or disclosed on the Time arner Disclosure Schedule or the America Online
Disclosure Schedule, as the case may be, t which such Person or its Subsidiary is a party, which
is maintained or contributed to by such Pe son, or with respect to which such Person could incur
material liability under Sections 4069, 42 1 or 4212(c) of ERISA.
(c) "B ard of Directo s" means the Board of Directors of any specified
Person and any committees thereof.
(d) "Business Day" eans any day on which banks are not required or
authorized to close in the City of New Yo
(e) "known" or "kno led e" means, with respect to any party, the
knowledge of such party's executive offic rs after reasonable inquiry.
(f) "Material Advers Effect" means, with respect to any entity any event,
change, circumstance or effect that is or is reasonably likely to be materially adverse to (i) the
business, financial condition or results of perations of such entity and its Subsidiaries taken as a
whole, other than any event, change, circu stance or effect relating (x) to the economy or
financial markets in general or (y) in gene al to the industries in which such entity operates and
not specifically relating to (or having the ect of specifically relating to or having a materially
disproportionate effect (relative to most ot er industry participants) on) such entity or (ii) the
ability of such entity to consummate the tr sactions contemplated by this Agreement.
(h) "Person" means individual, corporation, limited liability company,
partnership, association, trust, unincorpor ted organization, other entity or group (as defmed in
the Exchange Act).
(g) "the other party" eans, with respect to Time Warner, America Online
and means, with respect to America Onlin , Time Warner.
(i) "Subsidiary" whe used with respect to any party means any corporation
or other organization, whether incorporate or unincorporated, at least a majority of the securities
or other interests of which having by their terms ordinary voting power to elect a majority ofthe
003780-0007-02269-A018ECH9-MGA
67
Board of Directors or others performing similar functions with respect to such corporation or
other organization is directly or indirectly owned or controlled by such party or by anyone or
more of its Subsidiaries, or by such party and one or more of its Subsidiaries. For the avoidance
of doubt, TWE and TWE-AN Partnership shall be considered a Subsidiary of Time Warner.
0037BO-C007-C226~-A018ECc.~-~GA
68
IN WITNESS WHEREOF, erica Online and Time Warner have caused this
Agreement to be signed by their respective officers thereunto duly authorized, all as of the date
first written above.
AME~=-.
By: ~
Name: Stephen M. Case
Title: Chairman & Chief Executive Officer
TIME WARNER INC.
By:
Name:
Title:
I)l \VTTh-ESS V,tHEREOF, America Online and Time Warner have caused this
Agreement to be signed by their respective officers thereunto duly autb.orized, all as of the dare
fir~t vlrinen above,
AMERICA O~LINE, Th.'C.
By:
Name:
Title:
rXyfE WAR:.JER INC.
f)<<JJ( fY{. b, ~.
,
By:
Name:
Title:
: : :,-; : -:: :~-'::';:(-;'-.:'.,,:' ~ ;:::.-:.,.: :'-'.':;"
EXECUTION COpy
STOCK OPTION AGREE ENT, dated as of January 10, 2000 (the
"Agreement"), between America Online, I ., a Delaware corporation ("Grantee"), and Time
Warner Inc., a Delaware corporation ("Issu r").
WHEREAS, Grantee and Iss er are, concurrently with the execution and delivery
of this Agreement, entering into an Agreem nt and Plan of Merger, dated as of the date hereof
(the "Merger Agreement;" capitalized term used without definition herein having the meanings
assigned to them in the Merger Agreement), pursuant to which the parties will engage in a
business combination in a merger of equals the "Merger"); and
WHEREAS, as a condition t their willingness to enter into the Merger
Agreement, Grantee has required that Issuer agree, and believing it to be in the best interests of
Issuer, Issuer has agreed, among other thing, to grant to Grantee the Option (as hereinafter
defined) to purchase shares of common stoc , par value $,01 per share, of Issuer ("Issuer
Common Stock") at a price per share equal the Exercise Price (as hereinafter defined).
NOW THEREFORE, in con 'deration of the foregoing and the mutual
representations, warranties, covenants and a eements herein contained, and intending to be
legally bound hereby, the parties hereto agre as follows:
URCHASE SHARES
1.1 Grant of Option.
(a) Issuer hereby ants to Grantee an irrevocable option to purchase,
in whole or in part, an aggregate of up to 23 ,263,204 duly authorized, validly issued, fully paid
and nonassessable shares ofIssuer Common Stock (representing 19.9% of the outstanding shares
ofIssuer Common Stock as of November 30 1999) on the terms and subject to the conditions set
forth herein (the "Option"); provided, howe er, that in no event shall the number of shares of
Issuer Common Stock for which this Option is exercisable exceed 19.9% of the issued and
outstanding shares ofIssuer Common Stock t the time of exercise without giving effect to the
issuance of any Option Shares (as hereinafte defined). The number of shares ofIssuer Common
Stock that may be received upon the exercis of the Option and the Exercise Price are subject to
adjustment as herein set forth.
(b) In the event th t any additional shares of Issuer Common Stock are
issued or otherwise become outstanding afte the date of this Agreement (other than pursuant to
this Agreement and other than pursuant to a event described in Section 3.1 hereof), the number
of shares of Issuer Common Stock subject t the Option shall be increased so that, after such
issuance, such number together with any sh es of Issuer Common Stock previously issued
::3720-2:C7-02839-99S:?~:4-AGR
2
pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and
outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing
contained in this Section 1.1 (b) or elsewhere. in this Agreement shall be deemed to authorize
Issuer to breach or fail to comply with any provision of the Merger Agreement. As used herein,
the tenn "Option Shares" means the shares ofIssuer Common Stock issuable pursuant to the
Option, as the number of such shares shall be adjusted pursuant to the terms hereof.
1.2 Exercise of Option.
(a) The Option may be exercised by Grantee, in whole or in part, at
any time, or from time to time, commencing upon the Exercise Date and prior to the Expiration
Date. As used herein, the term "Exercise Date" means the date on which Grantee becomes
unconditionally entitled to receive the Time Warner Termination Fee pursuant to Section 8.2(b)
of the Merger Agreement. As used herein, the term "Expiration Date" means the first to occur
prior to Grantee's exercise of the Option pursuant to Section 1.2(b) of:
(i) the Effective Time;
(ii) written notice of termination of this Agreement by Grantee to
Issuer;
(iii) 12 months after the first occurrence of an Exercise Date; or
(iv) the date of termination of the Merger Agreement, unless, in
the case of this clause (iv), Grantee has the right to receive the Time Warner Termination
Fee either (x) upon or (y) following such termination upon the occurrence of certain
events, in which case the Option will not terminate until the later of (x) 15 business days
following the time the Time Warner Termination Fee becomes unconditionally payable
and (y) the expiration of the period in which Grantee has such right to receive the Time
Warner Tennination Fee.
Notwithstanding the termination of the Option, Grantee shall be entitled to purchase those
Option Shares with respect to which it may have exercised the Option by delivery of an Option
Notice (as defined below) prior to the Expiration Date, and the termination ofthe Option will not
affect any rights hereunder which by their terms do not tenninate or expire prior to or at the
Expiration Date.
(b) In the event Grantee wishes to exercise the Option, Grantee shall
send a written notice to Issuer of its intention to so exercise the Option (an "Option Notice"),
specifying the number of Option Shares to be purchased (and the denominations of the
certificates, if more than one), whether the aggregate Exercise Price will be paid in cash or by
surrendering a portion of the Option in accordance with Section 1.3(b) or a combination thereof,
and the place in the United States, time and date of the closing of such purchase (the "Option
Closing" and the date of such Closing, the "Option Closing Date"), which date shall not be less
than two. Business Days nor more than ten Business Days from the date on which an Option
:;:''; -; 3:- -:: C i -0283 9 -993?PDJ4-;"GR
3
Notice is delivered; provided that the Opti n Closing shall be held only if(i) such purchase
would not otherwise violate or cause the v'olation of, any applicable material law, statute,
ordinance, rule or regulation (collectively, "Laws") (including the HSR Act and the
Communications Act), and (ii) no materia judgment, order, writ, injunction, ruling or decree of
any Governmental Entity (collectively," ders") shall have been promulgated, enacted, entered
into, or enforced by any Governmental En ity which prohibits delivery of the Option Shares,
whether temporary, preliminary or perman nt; provided, however, that the parties hereto shall
use their reasonable best efforts to (x) pro ptly make and process all necessary filings and
applications and obtain all consents, appro als, Orders, authorizations, registrations and
declarations or expiration or termination 0 any required waiting periods (collectively,
"Approvals") and to comply with any such applicable Laws and (y) have any such Order vacated
or reversed. In the event the Option Closi g is delayed pursuant to clause (i) or (ii) above, the
Option Closing shall be within ten Busine Days following the cessation of such restriction,
violation, Law or Order or the receipt of y necessary Approval, as the case may be (so long as
the Option Notice was delivered prior to th Expiration Date); provided further that,
notwithstanding any prior Option Notice, rantee shall be entitled to rescind such Option Notice
and shall not be obligated to purchase any ption Shares in connection with such exercise upon
written notice to such effect to Issuer.
(c) At any Optio Closing, (i) Issuer shall deliver to Grantee all of the
Option Shares to be purchased by delivery f a certificate or certificates evidencing such Option
Shares in the denominations designated by Grantee in the Option Notice, and (ii) if the Option is
exercised in part and/or surrendered in part to pay the aggregate Exercise Price pursuant to
Section 1.3(b), Issuer and Grantee shall ex cute and deliver an amendment to this Agreement
reflecting the Option Shares for which the ption has not been exercised and/or surrendered. If
at the time of issuance of any Option Share pursuant to an exercise of all or part of the Option
hereunder, Issuer shall have issued any rig ts or other securities which are attached to or
otherwise associated with the Issuer Co on Stock, then each Option Share issued pursuant to
such exercise shall also represent such righ s or other securities with terms substantially the same
as and at least as favorable to Grantee as ar provided under any shareholder rights agreement or
similar agreement of Issuer then in effect. t the Option Closing, Grantee shall pay to Issuer by
wire transfer of immediately available fun to an account specified by Issuer to Grantee in
writing at least two Business Days prior to he Option Closing an amount equal to the Exercise
Price multiplied by the number of Option hares to be purchased for cash pursuant to this Article
I; provided that the failure or refusal ofIss er to specify an account shall not affect Issuer's
obligation to issue the Option Shares.
(d) Upon the del very by Grantee to Issuer of the Option Notice and
the tender of the applicable aggregate Exer ise Price in immediately available funds or the
requisite portion of the Option in accordan e with Section 1.3, Grantee shall be deemed to be the
holder of record of the Option Shares issua Ie upon such exercise, notwithstanding that the stock
transfer books of Issuer may then be close , that certificates representing such Option Shares
may not then have been actually delivered 0 Grantee, or Issuer may have failed or refused to take
any action required of it hereunder. Issuer hall pay all expenses that may be payable in
connection with the preparation, issuance d delivery of stock certificates or an amendment to
C:2~S:-GVOf-J2839-993:?~:~-AG~
4
this Agreement under this Section 1.2 and any filing fees and other expenses arising from the
performance of the transactions contemplated hereby.
1.3 Payments,
(a) The purchase and sale of the Option Shares pursuant to Section 1.2
of this Agreement shall be at a purchase price equal to $110.63 per Share (as such amount may
be adjusted pursuant to the terms hereof, the "Exercise Price"), payable at Grantee's option in
cash, by surrender of a portion of the Option in accordance with Section 1.3(b), or a combination
thereof.
(b) Grantee may elect to purchase Option Shares issuable, and pay
some or all of the aggregate Exercise Price payable, upon an exercise of the Option by
surrendering a portion of the Option with respect to such number of Option Shares as is
determined by dividing (i) the aggregate Exercise Price payable in respect of the number of
Option Shares being purchased in such manner by (ii) the excess of the Fair Market Value (as
defined below) per share of Issuer Common Stock as of the last trading day preceding the date
Grantee delivers its Option Notice (such date, the "Option Exercise Date") over the per share
Exercise Price. The "Fair Market Value" per share ofIssuer Common Stock shall be (i) if the
Issuer Common Stock is listed on the New York Stock Exchange, Inc. (the "NYSE") or any other
nationally recognized exchange or trading system as of the Option Exercise Date, the average of
last reported sale prices per share of Issuer Common Stock thereon for the 10 trading days
commencing on the 12th trading day immediately preceding the Option Exercise Date, or (ii) if
the Issuer Common Stock is not listed on the NYSE or any other nationally recognized exchange
or trading system as of the Option Exercise Date, the amount determined by a mutually
acceptable independent investment banking firm as the value per share the Issuer Common Stock
would have if publicly traded on a nationally recognized exchange or trading system (assuming
no discount for minority interest, illiquidity or restrictions on transfer). That portion of the
Option so surrendered under this Section 1.3(b) shall be canceled and shall thereafter be of no
further force and effect.
(c) Certificates for the Option Shares delivered at an Option Closing
will have typed or printed thereon a restrictive legend which will read substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY BE REOFFERED OR SOLD ONLY If SO REGISTERED OR IF AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES
ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET
FORTH IN THE STOCK OPTION AGREEMENT DATED AS OF JANUARY 10,
2000, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF
TIME WARNER INe. AT ITS PRINCIPAL EXECUTIVE OFFICES."
It is understood and agreed that (i) the reference to restrictions arising under the Securities Act in
the above legend will be removed by delivery of substitute certificate(s) without such reference if
SC3i2C-C::7-:2839-99EFPD~4-hG~
5
such Option Shares have been registered p rsuant to the Securities Act, such Option Shares have
been sold in reliance on and in accordance with Rule 144 under the Securities Act or Grantee has
delivered to Issuer a copy of a letter from e staff of the SEC, or an opinion of counsel in form
and substance reasonably satisfactory to Is uer and its counsel, to the effect that such legend is
not required for purposes of the Securities ct and (ii) the reference to restrictions pursuant to
this Agreement in the above legend will b removed by delivery of substitute certificate(s)
without such reference if the Option Share evidenced by certificate(s) containing such reference
have been sold or transferred in complianc with the provisions of this Agreement under
.circumstances that do not require the reten ion of such reference.
RTICLE II
REPRESENT A TONS AND WARRANTIES
2,1 Re resentations and Warranties of Grantee, Grantee hereby represents and
warrants to Issuer that any Option Shares 0 other securities acquired by Grantee upon exercise of
the Option will not be taken with a view to the public distribution thereof and will not be
transferred or otherwise disposed of except in a transaction registered or exempt from registration
under the Securities Act.
arranties of Is uer. Issuer hereby represents and
(a) tion Share. Issuer has taken all necessary corporate and other
action to authorize and reserve for issuance and, subject to receipt of any Approvals, to permit it
to issue, the Option Shares and all addition I shares or other securities which may be issued
pursuant to Section 3.1 upon exercise ofth Option, and, at all times from the date hereof until
such time as the obligation to deliver Optio Shares hereunder terminates, will have reserved for
issuance upon exercise of the Option the 0 tion Shares and such other additional shares or
securities, if any, All of the Option Shares d all additional shares or other securities or
property which may be issuable pursuant t Section 3.1, upon exercise of the Option and
issuance pursuant hereto, shall be duly au orized, validly issued, fully paid and nonassessable,
shall be delivered free and clear of all Lien of any nature whatsoever, and shall not be subject to
any preemptive or similar right of any Pers n,
(b) No Re tricti s. No Delaware law or other takeover statute or
similar Law and no provision of the Restat d Certificate of Incorporation or Bylaws of Issuer or
any agreement to which Issuer is a party (a would or would purport to impose restrictions which
might adversely affect or delay the consu ation of the transactions contemplated by this
Agreement, or (b) as a result of the consum ation of the transactions contemplated by this
Agreement, (i) would or would purport to r strict or impair the ability of Grantee to vote or
otherwise exercise the rights of a sharehold r with respect to securities of Issuer or any of its
Subsidiaries that may be acquired or contr lled by Grantee or (ii) would or would purport to
entitle any Person to acquire securities of I suer.
J0272=-:CC7-02839-99BF?~J~-MG~
6
ARTICLE III
ADJUSTMENT UPON CHANGES IN CAPITALIZATION
3.1 Adiustment Upon Changes in Capitalization. In addition to the adjustment
in the number of shares ofIssuer Common Stock that may be purchasedupon exercise of the
Option pursuant to Section 1.1 of this Agreement, the number of shares of Issuer Common Stock
that may be purchased upon the exercise of the Option and the Exercise Price shall be subject to
adjustment from time to time as provided in this Section 3.1. In the event of any change in the
number of issued and outstanding shares of Issuer Common Stock by reason of any stock
dividend, split-up, merger, recapitalization, combination, conversion, exchange of shares, spin-
off or other change in the corporate or capital structure of Issuer which would have the effect of
diluting or otherwise diminishing Grantee's rights hereunder, the number and kind of Option
Shares or other securities subject to the Option and the Exercise Price therefor shall be
appropriately adjusted so that Grantee shall receive upon exercise ofthe Option (or, if such a
change occurs between exercise and the Option Closing, upon the Option Closing) the number
and kind of shares or other securities or property that Grantee would have received in respect of
the Option Shares that Grantee is entitled to purchase upon exercise of the Option if the Option
had been exercised (or the purchase thereunder had been consummated, as the case may be)
immediately prior to such event or the record date for such event, as applicable. The rights of
Grantee under this Section shall be in addition to, and shall in no way limit, its rights against
Issuer for breach of or the failure to perform any provision of the Merger Agreement.
ARTICLE IV
REGISTRATION RIGHTS
4,1 Registration of Option Shares Under the Securities Act.
(a) If requested by Grantee at any time and from time to time within
two years after receipt by Grantee of Option Shares (the "Registration Period"), Issuer shall use
its reasonable best efforts, as promptly as practicable, to effect the registration under the
Securities Act and any applicable state law (a "Demand Registration") of such number of Option
Shares or such other Issuer securities owned by or issuable to Grantee in accordance with the
method of sale or other disposition contemplated by Grantee, including a "shelf' registration
statement under Rule 415 of the Securities Act or any successor provision, and to obtain all
consents or waivers of other parties that are required therefor. Grantee agrees to use reasonable
best efforts to cause, and to use reasonable best efforts to cause any underwriters of any sale or
other disposition to cause, any sale or other disposition pursuant to such registration statement to
be effected on a widely distributed basis so that upon consummation thereof no purchaser or
transferee will own beneficially more than 3% of the then-outstanding voting power ofIssuer.
Except with respect to such a "shelf' registration, Issuer shall keep such Demand Registration
effective for a period of not less than 150 days, unless, in the written opinion of counsel to Issuer,
CC3/SQ-OC~7-J2339-99E:?DJ4-AGR
7
which opinion shall be delivered to Grant e and which shall be satisfactory in form and
substance to Grantee and its counsel, such registration under the Securities Act is not required in
order to lawfully sell and distribute such tion Shares or other Issuer securities in the manner
contemplated by Grantee. Issuer shall onl have the obligation to effect three Demand
Registrations pursuant to this Section 4.1; rovided that only requests relating to a registration
statement that has become effective under e Securities Act shall be counted for purposes of
determining the number of Demand Regis ations made. Issuer shall be entitled to postpone for
up to 150 days from receipt of Grantee's r uest for a Demand Registration the filing of any
registration statement in connection there 'th if the Board of Directors of Issuer determines in its
good faith reasonable judgment that such r gistration would materially interfere with or require
premature disclosure of, any material acqui ition, reorganization, pending or proposed offering of
Issuer Securities or other transaction invol ing Issuer or any other material contract under active
negotiation by Issuer; and provided further at Issuer shall not have postponed any Demand
Registration pursuant to this sentence duri g the twelve month period immediately preceding the
date of delivery of Grantee's request for a em and Registration.
(b) If Issuer effe ts a registration under the Securities Act of Issuer
Common Stock for its own account or for yother stockholders ofIssuer (other than on Form
S-4 or Form S-8, or any successor form), G antee shall have the right to participate in such
registration and include in such registration the number of shares ofIssuer Common Stock or
such other Issuer securities as Grantee shall designate by notice to Issuer (an "Incidental
Registration" and, together with a Demand egistration, a "Registration"); provided, however,
that, if the managing underwriters of such ffering advise Issuer in writing that in their opinion
the number of shares of Issuer Common St ck or other securities requested to be included in
such Incidental Registration exceeds the nu ber which can be sold in such offering, Issuer shall
include therein (i) first, all shares proposed 0 be included therein by Issuer, (ii) second, subject
to the rights of any other holders of registra ion rights in effect as of the date hereof, the shares
requested to be included therein by Grantee and (iii) third, shares proposed to be included therein
by any other stockholder of Issuer. Particip tion by Grantee in any Incidental Registration shall
not affect the obligation of Issuer to effect emand Registrations under this Section 4.1, Issuer
may withdraw any registration under the Se urities Act that gives rise to an Incidental
Registration without the consent of Grantee
(c) In connection with any Registration pursuant to this Section 4.1,
(i) Issuer and Grantee shall provide each ot er and any underwriter of the offering with
customary representations, warranties, cov ants, indemnification and contribution obligations in
connection with such Registration, and (ii) ssuer shall use reasonable best efforts to cause any
Option Shares included in such Registratio to be approved for listing on the NYSE or any other
nationally recognized exchange or trading s stem upon which Issuer's securities are then listed,
subject to official notice of issuance, which notice shall be given by Issuer upon issuance.
Grantee will provide all information reason bly requested by Issuer for inclusion in any
registration statement to be filed hereunder. The costs and expenses incurred by Issuer in
connection with any Registration pursuant t this Section 4,1 (including any fees related to
qualifications under Blue Sky Laws and SE filing fees) (the "Registration Expenses") shall be
CC3;2C-=::i-G2S39-993~?DJ~-~~~
8
borne by Issuer, excluding legal fees of Grantee's counsel and undef\\TIting discounts or
commissions with respect to Option Shares to be sold by Grantee included in a Registration.
4.2 Transfers of Option Shares, The Option Shares may not be sold, assigned,
transferred, or otherwise disposed of except (i) in an underwritten public offering as provided in
Section 4.1 or (ii) to any purchaser of transferee who would not, to the knowledge of the Grantee
after reasonable inquiry, immediately following such sale, assignment, transfer or disposal
beneficially own more than 3% of the then-outstanding voting power of the Issuer; provided,
~owever, that Grantee shall be permitted to sell any Option Shares if such sale is made pursuant
to a tender or exchange offer that has been approved or recommended by a majority of the
members of the Board of Directors oflssuer (which majority shall include a majority of directors
who were directors as of the date hereof).
ARTICLE V
REPURCHASE RIGHTS; SUBSTITUTE OPTIONS
5.1 Repurchase Rights,
(a) Subject to Section 6.1, at any time on or after the Exercise Date
and prior to the Expiration Date, Grantee shall have the right (the "Repurchase Right") to require
Issuer to repurchase from Grantee (i) the Option or any part thereof as Grantee shall designate at
a price (the "Option Repurchase Price") equal to the amount, subject to reduction at the sole
discretion of Grantee pursuant to clause (iii) of Section 6.1 (a), by which (A) the Market/Offer
Price (as defined below) exceeds (B) the Exercise Price, multiplied by the number of Option
Shares as to which the Option is to be repurchased and (ii) such number of Option Shares as
Grantee shall designate at a price (the "Option Share Repurchase Price") equal to the
Market/Offer Price multiplied by the number of Option Shares so designated. The term
"Market/Offer Price" shall mean the highest of (i) the highest price per share of Issuer Common
Stock offered or paid in any Acquisition Proposal, or (ii) the highest closing price for shares of
Issuer Common Stock during the six-month period immediately preceding the date Grantee gives
the Repurchase Notice (as hereinafter defined). In determining the Market/Offer Price, the value
of consideration other than cash shall be determined by a nationally recognized investment
banking firm selected by Grantee and reasonably acceptable to Issuer, which determination,
absent manifest error, shall be conclusive for all purposes of this Agreement.
(b) Grantee shall exercise its Repurchase Right by delivering to Issuer
written notice (a "Repurchase Notice") stating that Grantee elects to require Issuer to repurchase
all or a portion of the Option and/or the Option Shares as specified therein. The closing of the
Repurchase Right (the "Repurchase Closing") shall take place in the United States at the place,
time and date specified in the Repurchase Notice, which date shall not be less than two Business
Days nor more than ten Business Days from the date on which the Repurchase Notice is
delivered, At the Repurchase Closing, subject to the receipt of a writing evidencing the surrender
of the Option and/or certificates representing Option Shares, as the case may be, Issuer shall
8u3/cJ-C:C7-02S39-993F?~J4-AGR
9
deliver to Grantee the Option Repurchase Price therefor or the Option Share Repurchase Price
therefor, as the case may be, or the portio thereof that Issuer is not then prohibited under
applicable Law from so delivering. At th Repurchase Closing, (i) Issuer shall pay to Grantee the
Option Repurchase Price for the portion 0 the Option which is to be repurchased or the Option
Shares Repurchase Price for the number 0 Option Shares to be repurchased, as the case may be,
by wire transfer of immediately available nds to an account specified by Grantee at least 24
hours prior to the Repurchase Closing and (ii) if the Option is repurchased only in part, Issuer
and Grantee shall execute and deliver an endment to this Agreement reflecting the Option
Shares for which the Option is not being r purchased.
(c) To the exte t that Issuer is prohibited under applicable Law from
repurchasing the portion of the Option or e Option Shares designated in such Repurchase
Notice, Issuer shall immediately so notify rantee and thereafter deliver, from time to time, to
Grantee the portion of the Option Repurch se Price and the Option Share Repurchase Price,
respectively, that it is no longer prohibited from delivering, within five Business Days after the
date on which Issuer is no longer so prohi ited; provided, however, that ifIssuer at any time after
delivery of a Repurchase Notice is prohibi ed under applicable Law from delivering to Grantee
the full amount of the Option Repurchase rice and the Option Share Repurchase Price for the
Option or Option Shares to be repurchase , respectively, Grantee may rescind the exercise of the
Repurchase Right, whether in whole, in p or to the extent of the prohibition, and, to the extent
rescinded, no part of the amounts, terms 0 the rights with respect to the Option or Repurchase
Right shall be changed or affected as if su h Repurchase Right were not exercised. Issuer shall
use its reasonable best efforts to obtain all equired regulatory and legal approvals and to file any
required notices to permit Grantee to exer ise its Repurchase Right and shall use its reasonable
best efforts to avoid or cause to be rescind d or rendered inapplicable any prohibition on Issuer's
repurchase of the Option or the Option Sh es.
5.2 Substitute Option.
(a) In the event hat Issuer enters into an agreement (i) to consolidate
with or merge into any Person, other than rantee or any Subsidiary of Grantee (each an
"Excluded Person"), and Issuer is not the c ntinuing or surviving corporation of such
consolidation or merger, (ii) to permit any erson, other than an Excluded Person, to merge into
Issuer and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection
with such merger, the then outstanding sh es ofIssuer Common Stock shall be changed into or
exchanged for stock or other securities of yother Person or cash or any other property or the
then outstanding shares of Issuer Common Stock shall after such merger represent less than 50%
of the outstanding voting securities of the erged or acquiring company, or (iii) to sell or
otherwise transfer all or substantially all 0 its assets to any Person, other than an Excluded
Person, then, and in each such case, the a eement governing such transaction shall make proper
provision so that, unless earlier exercised y Grantee, the Option shall, upon the consummation
of any such transaction and upon the terms and conditions set forth herein, be converted into, or
exchanged for, an option with identical te s appropriately adjusted to acquire the number and
class of shares or other securities or prope y that Grantee would have received in respect of
Issuer Common Stock if the Option had b n exercised immediately prior to such consolidation,
Q037S:-JOC7-02S39-99~=?~J~-AG?
10
merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary
adjustments; provided, however, that if such a conversion or exchange cannot, because of
applicable Law be the same as the Option, such terms shall be as similar as possible and in no
event less advantageous to Grantee than the Option.
(b) In addition to any other restrictions or covenants, Issuer agrees that
it shall not enter or agree to enter into any transaction described in Section 5.2(a) unless the
Acquiring Corporation (as hereinafter defined) and any Person that controls the Acquiring
Corporation assume in writing all the obligations of Issuer hereunder and agree for the benefit of
Grantee to comply with this Article V.
(c) For purposes of this Section 5.2, the term "Acquiring C01:poration"
shall mean (i) the continuing or surviving Person of a consolidation or merger with Issuer (if
other than Issuer), (ii) Issuer in a consolidation or merger in which Issuer is the continuing or
surviving or acquiring Person, and (iii) the transferee of all or substantially all ofIssuer's assets.
ARTICLE VI
MISCELLANEOUS
6.1 Total Profit.
(a) Notwithstanding any other provision of this Agreement, in no
event shall Grantee's Total Profit (as hereinafter defined) plus any Time Warner Termination Fee
paid pursuant to Section 8.2(b) and any fees paid by Issuer pursuant to Section 8.2(d) of the
Merger Agreement (such Time Warner Termination Fee and such fees paid pursuant to Section
8.2(d) of the Merger Agreement, collectively, the "Total Issuer Fees") exceed in the aggregate an
amount (the "Limitation Amount") equal to 2.75% of the product of (x) the number of shares of
Issuer Common Stock outstanding as ofthe date hereof (assuming the exercise of all outstanding
options (other than the Option) and the conversion into Issuer Common Stock of all securities of
the Issuer convertible into Issuer Common Stock) multiplied by (y) the Exchange Ratio
multiplied by (z) the last sale price of the common stock, par value $0.01 per share, of Grantee
on the NYSE on January 7,2000, and, if the total amount that would otherwise be received by
Grantee otherwise would exceed such amount, Grantee, at its sole election, shall either (i) reduce
the number of shares of Issuer Common Stock subject to this Option, (ii) deliver to Issuer for
cancellation Option Shares previously purchased by Grantee, (iii) reduce the amount ofthe
Option Repurchase Price or the Option Share Repurchase Price, (iv) pay cash to Issuer, or (v) any
combination thereof, so that Grantee's actually realized Total Profit, when aggregated with the
Total Issuer Fees so paid to Grantee, shall not exceed the Limitation Amount after taking into
account the foregoing actions,
(b) Notwithstanding any other provision of this Agreement, the Option
may not be exercised for a number of Option Shares as would, as of the date of exercise, result in
a Notional Total Profit (as defined below) which, together with the Total Issuer Fees theretofore
G~3~2C-CCC7-02B39-99B=?DJ~-AGR
11
paid to Grantee, would exceed the Limitat on Amount; provided, that nothing in this sentence
shall restrict any exercise of the Option pe itted hereby on any subsequent date.
(c) As used her in, the term "Total Profit" shall mean the aggregate
amount (before taxes) of the following: (i the amount received by Grantee pursuant to Issuer's
repurchase of the Option (or any portion t ereot) pursuant to Section 5.1, (ii) (x) the amount
received by Grantee pursuant to Issuer's r urchase of Option Shares pursuant to Section 5.1,
less (y) Grantee's purchase price for such ption Shares, (iii) (x) the net cash amounts or the fair
market value of any property received by rantee pursuant to any consummated arm's-length
sales of Option Shares (or any other securi ies into which such Option Shares are converted or
exchanged) to any unaffiliated party, less ( ) Grantee's purchase price of such Option Shares.
(d) As used her in, the term "Notional Total Profit" with respect to
any number of Option Shares as to which rantee may propose to exercise the Option shall be
the Total Profit determined as of the date f such proposal assuming that the Option was
exercised on such date for such number of Option Shares and assuming that such Option Shares,
together with all other Option Shares held y Grantee and its affiliates as of such date, were sold
for cash at the closing market price (less c stomary brokerage commissions) for shares of Issuer
Common Stock on the preceding trading d yon the NYSE (or on any other nationally recognized
exchange or trading system on which shar s of Issuer Common Stock are then so listed or
traded).
6.2
(a) From time t time, at the other party's request and without further
consideration, each party hereto shall exec te and deliver such additional documents and take all
such further action as may be necessary or desirable to consummate the transactions
contemplated by this Agreement, includin , without limitation, to vest in Grantee good and
marketable title, free and clear of all Liens to any Option Shares purchased hereunder. Issuer
agrees not to avoid or seek to avoid (whet er by charter amendment or through reorganization,
consolidation, merger, issuance of rights 0 securities, the Time Warner Rights Agreement or
similar agreement, dissolution or sale of a sets, or by any other voluntary act) the observance or
performance of any of the covenants, agre ents or conditions to be observed or performed
hereunder by it.
(b) If the Issuer ommon Stock or any other securities to be acquired
upon exercise of the Option are then listed on the NYSE (or any other national securities
exchange or trading system), Issuer, upon he request of Grantee, will promptly file an
application to list the shares of Issuer Co mon Stock or such other securities to be acquired upon
exercise of the Option on the NYSE (and ny other national securities exchange or trading
system) and will use reasonable best effo s to obtain approval of such listing as promptly as
practicable,
6,3 Division of 0 tion' Lost 0 tions. The Agreement (and the Option granted
hereby) are exchangeable, without ex pens , at the option of Grantee, upon presentation and
:C3iS~-CJJi-~L039-99E=?~~4-AG~
12
surrender of this Agreement at the principal office of Issuer, for other agreements providing for
Options of different denominations entitling Grantee to purchase, on the same terms and subject
to the same conditions as are set forth herein, in the aggregate the same number of Option Shares
purchasable hereunder. Upon receipt by Issuer of evidence reasonably satisfactory to it of the
loss, theft or destruction or mutilation of this Agreement, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of
this Agreement, ifmutilated, Issuer will execute and deliver a new agreement of like tenor and
date.
6.4 Amendment. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
6.5 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or by
telecopy or telefacsimile, upon confirmation of receipt, (b) on the first Business Day following
the date of dispatch if delivered by a recognized next-day courier service, or (c) on the tenth
Business Day following the date of mailing if delivered by registered or certified mail, return
receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or
pursuant to such other instructions as may be designated in writing by the party to receive such
notice:
(a) if to Grantee to:
America Online, Inc.
22000 AOL Way
Dulles, Virginia
Fax: (703) 265-1495
Attention: Paul T. Cappuccio, Esq.
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Fax: (212) 455-2502
Attention: Richard I. Beattie, Esq.
(b) if to Issuer to:
Time Warner Inc.
75 Rockefeller Plaza
Nev.; York, NY 10019
Fax: (212) 265-2646
Attention: Christopher P. Bogart, Esq.
CC3;s~-caC~-82839-993~?~J4-AGR
13
with a copy to:
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Fax: (212) 474-3700
Attention: Robert A. Kindler, Esq.
6.6 InteI:Pretation. When a reference is made in this Agreement to Articles,
Sections, Exhibits or Schedules, such reference shall be to an Article or Section of or Exhibit or
Schedule to this Agreement unless otherwise indicated. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include," "includes" or "including" are
used in this Agreement, they shall be deemed to be followed by the words ''without limitation."
6.7 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to
the other party, it being understood that both parties need not sign the same counterpart.
6.8 Entire Agreement: No Third Party Beneficiaries.
(a) This Agreement and the other agreements of the parties referred to
herein constitute the entire agreement and supersede all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter hereof.
(b) This Agreement shall be binding upon and inure solely to the
benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or
shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement.
6.9 Governin~ Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware (without giving effect to choice of law
principles thereof),
6,10 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any law or public policy, all other terms and provisions
of this Agreement shall nevertheless remain in full force and effect so long as the economic or
legal substance ofthe transactions contemplated hereby is not affected in any manner materially
adverse to any party, Upon such determination that any term or other provision is invalid, illegal
or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.
::2-;:-=:~7-G:229-993F?DJ4-~G~
14
6.11 Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any ofthe parties hereto, in whole or in part (whether
by operation oflaw or otherwise), without the prior written consent of the other party, and any
attempt to make any such assignment without such consent shall be null and void. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
6.12 Submission to Jurisdiction: Waivers. Each of Grantee and Issuer
irrevocably agrees that any legal action or proceeding with respect to this Agreement or for
recognition and enforcement of any judgment in respect hereof brought by the other party hereto
or its successors or assigns may be brought and determined in the Chancery or other Courts of the
State of Delaware, and each of Grantee and Issuer hereby irrevocably submits with regard to any
such action or proceeding for itself and in respect to its property, generally and unconditionally,
to the nonexclusive jurisdiction of the aforesaid courts. Each of Grantee and Issuer hereby
irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or
otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not
personally subject to the jurisdiction of the above-named courts for any reason other than the
failure to lawfully serve process (b) that it or its property is exempt or immune from jurisdiction
of any such court or from any legal process commenced in such courts (whether through service
of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of
judgment or otherwise), (c) to the fullest extent permitted by applicable law, that (i) the suit,
action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such
suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may
not be enforced in or by such courts and (d) any right to a trial by jury.
6.13 Enforcement. The parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in accordance with
their specific terms. It is accordingly agreed that the parties shall be entitled to specific
performance of the terms hereof, this being in addition to any other remedy to which they are
entitled at law or in equity.
6.14 Failure or Indulgence Not Waiver: Remedies Cumulative. No failure or
delay on the part of any party hereto in the exercise of any right hereunder will impair such right
or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty
or agreement herein, nor will any single or partial exercise of any such right preclude other or
further exercise thereof or of any other right. All rights and remedies existing under this
Agreement are cumulative to, and not exclusive to, and not exclusive of, any rights or remedies
otherwise available,
[Remainder of this page intentionally left blank]
C:~-2~-JJOI-J2839-993??VJ4-AGR
IN WITNESS WHEREOF, Grantee and Issuer have caused this Agreement to be
duly executed as of the date first above written.
By:
Nam. tephen M. Case
Title: Chairman & Chief Executive Officer
TIME WARNER INe.
By:
Name:
Title:
I~ \VIThESS WHEREOF, Grantee and Issuer have caused this Agreement to be
duly executed as of the date first above written,
AMERICA OKL!)7E, INe,
By:
Name:
Title:
TIYIE \VAR:'--;ER NC,
By:
Name:
Title:
NA J1 fY1, 'w<
~,: ':.-' ~ ~-:jC.: 7-:: ~:-;:- =- ~=?= :-': ~ -.':':':S
EXECUTION COpy
STOCK OPTION AGREEMENT, dated as of January 10, 2000 (the
"Agreement"), between Time Warner Inc., a Delaware corporation ("Grantee"), and America
Online, Inc., a Delaware corporation ("Issuer").
WIT N E SSE T H:
WHEREAS, Grantee and Issuer are, concurrently with the execution and delivery
of this Agreement, entering into an Agreement and Plan of Merger, dated as of the date hereof
(the "Merg-er Agreement;" capitalized terms used without definition herein having the meanings
assigned to them in the Merger Agreement), pursuant to which the parties will engage in a
business combination in a merger of equals (the "Merger"); and
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Grantee has required that Issuer agree, and believing it to be in the best interests of
Issuer, Issuer has agreed, among other things, to grant to Grantee the Option (as hereinafter
defined) to purchase shares of common stock, par value $.01 per share, of Issuer ("Issuer
Common Stock") at a price per share equal to the Exercise Price (as hereinafter defined).
NOW THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:
ARTICLE I
OPTION TO PURCHASE SHARES
1.1 Grant of Option.
(a) Issuer hereby grants to Grantee an irrevocable option to purchase,
in whole or in part, an aggregate of up to 452,535,148 duly authorized, validly issued, fully paid
and nonassessable shares ofIssuer Common Stock (representing 19.9% of the outstanding shares
of Issuer Common Stock as of January 5, 2000) on the terms and subject to the conditions set
forth herein (the "Option"); provided, however, that in no event shall the number of shares of
Issuer Common Stock for which this Option is exercisable exceed 19.9% of the issued and
outstanding shares of Issuer Common Stock at the time of exercise without giving effect to the
issuance of any Option Shares (as hereinafter defined), The number of shares ofIssuer Common
Stock that may be received upon the exercise of the Option and the Exercise Price are subject to
adjustment as herein set forth,
(b) In the event that any additional shares ofIssuer Common Stock are
issued or otherwise become outstanding after the date of this Agreement (other than pursuant to
this Agreement and other than pursuant to an event described in Section 3.1 hereof), the number
of shares of Issuer Common Stock subject to the Option shall be increased so that, after such
C:3~E:-::07-G2259-AOlA521M-AG?
2
issuance, such number together with any shares of Issuer Common Stock previously issued
pursuant hereto, equals 19.9% of the number of shares ofIssuer Common Stock then issued and
outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing
contained in this Section 1.1 (b) or elsewhere in this Agreement shall be deemed to authorize
Issuer to breach or fail to comply with any provision of the Merger Agreement. As used herein,
the term "Option Shares" means the shares ofIssuer Common Stock issuable pursuant to the
Option, as the number of such shares shall be adjusted pursuant to the terms hereof.
1.2 Exercise of Option.
(a) The Option may be exercised by Grantee, in whole or in part, at
any time, or from time to time, commencing upon the Exercise Date and prior to the Expiration
Date. As used herein, the term "Exercise Date" means the date on which Grantee becomes
unconditionally entitled to receive the America Online Termination Fee pursuant to Section
8.2(c) of the Merger Agreement. As used herein, the term "Expiration Date" means the first to
occur prior to Grantee's exercise of the Option pursuant to Section 1.2(b) of:
(i) the Effective Time;
(ii) written notice of termination of this Agreement by Grantee to
Issuer;
(iii) 12 months after the first occurrence of an Exercise Date; or
(iv) the date of termination of the Merger Agreement, unless, in
the case of this clause (iv), Grantee has the right to receive the America Online
Termination Fee either (x) upon or (y) following such termination upon the occurrence of
certain events, in which case the Option will not terminate until the later of (x) 15
business days following the time the America Online Termination Fee becomes
unconditionally payable and (y) the expiration of the period in which Grantee has such
right to receive the America Online Termination Fee.
Notwithstanding the termination ofthe Option, Grantee shall be entitled to purchase those
Option Shares with respect to which it may have exercised the Option by delivery of an Option
Notice (as defined below) prior to the Expiration Date, and the termination of the Option will not
affect any rights hereunder which by their terms do not terminate or expire prior to or at the
Expiration Date.
(b) In the event Grantee wishes to exercise the Option, Grantee shall
send a written notice to Issuer of its intention to so exercise the Option (an "Option Notice"),
specifying the number of Option Shares to be purchased (and the denominations of the
cenificates, ifmore than one), whether the aggregate Exercise Price will be paid in cash or by
surrendering a p0l1ion of the Option in accordance with Section 1.3(b) or a combination thereof,
and the place in the United States, time and date of the closing of such purchase (the "Option
Closing" and the date of such Closing, the "Option Closing Date"), which date shall not be less
G:; 7 2 C - c:: ':. '7 - G.2: 6 9 - .;0 1A5 2 J.J.j- AGR
3
than two Business Days nor more than ten Business Days from the date on which an Option
Notice is delivered; provided that the Option Closing shall be held only if (i) such purchase
would not otherwise violate or cause the violation of, any applicable material law, statute,
ordinance, rule or regulation (collectively, "Laws") (including the HSR Act and the
Communications Act), and (ii) no material judgment, order, writ, injunction, ruling or decree of
any Governmental Entity (collectively, "Orders") shall have been promulgated, enacted, entered
into, or enforced by any Governmental Entity which prohibits delivery of the Option Shares,
whether temporary, preliminary or permanent; provided, however, that the parties hereto shall
use their reasonable best efforts to (x) promptly make and process all necessary filings and
applications and obtain all consents, approvals, Orders, authorizations, registrations and
declarations or expiration or termination of any required waiting periods (collectively,
"Approvals") and to comply with any such applicable Laws and (y) have any such Order vacated
or reversed. In the event the Option Closing is delayed pursuant to clause (i) or (ii) above, the
Option Closing shall be within ten Business Days following the cessation of such restriction,
violation, Law or Order or the receipt of any necessary Approval, as the case may be (so long as
the Option Notice was delivered prior to the Expiration Date); provided further that,
notwithstanding any prior Option Notice, Grantee shall be entitled to rescind such Option Notice
and shall not be obligated to purchase any Option Shares in connection with such exercise upon
written notice to such effect to Issuer.
(c) At any Option Closing, (i) Issuer shall deliver to Grantee all of the
Option Shares to be purchased by delivery of a certificate or certificates evidencing such Option
Shares in the denominations designated by Grantee in the Option Notice, and (ii) if the Option is
exercised in part and/or surrendered in part to pay the aggregate Exercise Price pursuant to
Section 1.3(b), Issuer and Grantee shall execute and deliver an amendment to this Agreement
reflecting the Option Shares for which the Option has not been exercised and/or surrendered. If
at the time of issuance of any Option Shares pursuant to an exercise of all or part of the Option
hereunder, Issuer shall have issued any rights or other securities which are attached to or
otherwise associated with the Issuer Common Stock, then each Option Share issued pursuant to
such exercise shall also represent such rights or other securities with terms substantially the same
as and at least as favorable to Grantee as are provided under any shareholder rights agreement or
similar agreement of Issuer then in effect. At the Option Closing, Grantee shall pay to Issuer by
wire transfer of immediately available funds to an account specified by Issuer to Grantee in
writing at least two Business Days prior to the Option Closing an amount equal to the Exercise
Price multiplied by the number of Option Shares to be purchased for cash pursuant to this Article
I; provided that the failure or refusal ofIssuer to specify an account shall not affect Issuer's
obligation to issue the Option Shares.
(d) Upon the delivery by Grantee to Issuer of the Option Notice and
the tender of the applicable aggregate Exercise Price in immediately available funds or the
requisite portion of the Option in accordance with Section 1.3, Grantee shall be deemed to be the
holder of record of the Option Shares issuable upon such exercise, notwithstanding that the stock
transfer books of Issuer may then be closed, that certificates representing such Option Shares
may not then have been actually delivered to Grantee, or Issuer may have failed or refused to take
any action required of it hereunder. Issuer shall pay all expenses that may be payable in
C03i3J-CCJi-02269-A01~52~M-AGR
4
connection with the preparation, issuance and delivery of stock certificates or an amendment to
this Agreement under this Section 1.2 and any filing fees and other expenses arising from the
performance of the transactions contemplated hereby.
1.3 Payments.
(a) The purchase and sale of the Option Shares pursuant to Section 1.2
of this Agreement shall be at a purchase price equal to $73.75 per Share (as such amount may be
adjusted pursuant to the terms hereof, the "Exercise Price"), payable at Grantee's option in cash,
by surrender of a portion of the Option in accordance with Section 1.3(b), or a combination
thereof.
(b) Grantee may elect to purchase Option Shares issuable, and pay
some or all of the aggregate Exercise Price payable, upon an exercise of the Option by
surrendering a portion of the Option with respect to such number of Option Shares as is
determined by dividing (i) the aggregate Exercise Price payable in respect of the number of
Option Shares being purchased in such manner by (ii) the excess of the Fair Market Value (as
defined below) per share of Issuer Common Stock as of the last trading day preceding the date
Grantee delivers its Option Notice (such date, the "Option Exercise Date") over the per share
Exercise Price. The "Fair Market Value" per share of Issuer Common Stock shall be (i) if the
Issuer Common Stock is listed on the New York Stock Exchange, Inc. (the "NYSE") or any other
nationally recognized exchange or trading system as of the Option Exercise Date, the average of
last reported sale prices per share ofIssuer Common Stock thereon for the 10 trading days
commencing on the 12th trading day immediately preceding the Option Exercise Date, or (ii) if
the Issuer Common Stock is not listed on the NYSE or any other nationally recognized exchange
or trading system as of the Option Exercise Date, the amount determined by a mutually
acceptable independent investment banking firm as the value per share the Issuer Common Stock
would have if publicly traded on a nationally recognized exchange or trading system (assuming
no discount for minority interest, illiquidity or restrictions on transfer). That portion of the
Option so surrendered under this Section 1.3(b) shall be canceled and shall thereafter be of no
further force and effect.
(c) Certificates for the Option Shares delivered at an Option Closing
will have typed or printed thereon a restrictive legend which will read substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES
ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET
FORTH IN THE STOCK OPTION AGREEMENT DATED AS OF JANUARY 10,
2000, A COPY OF WHICH MAYBE OBTAINED FROM THE SECRETARY OF
AMERICA ONLINE, me. AT ITS PRINCIPAL EXECUTIVE OFFICES."
o C 3 '720 - 8 C C''7 - C 22 6 9 -AO 1;..52 :':':-AG?
5
It is understood and agreed that (i) the reference to restrictions arising under the Securities Act in
the above legend will be removed by delivery of substitute certificate(s) without such reference if
such Option Shares have been registered pursuant to the Securities Act, such Option Shares have
been sold in reliance on and in accordance with Rule 144 under the Securities Act or Grantee has
delivered to Issuer a copy of a letter from the staff of the SEC, or an opinion of counsel in form
and substance reasonably satisfactory to Issuer and its counsel, to the effect that such legend is
not required for purposes of the Securities Act and (ii) the reference to restrictions pursuant to
this Agreement in the above legend will be removed by delivery of substitute certificate( s)
without such reference if the Option Shares evidenced by certificate(s) containing such reference
have been sold or transferred in compliance with the provisions of this Agreement under
circumstances that do not require the retention of such reference.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Grantee. Grantee hereby represents and
warrants to Issuer that any Option Shares or other securities acquired by Grantee upon exercise of
the Option will not be taken with a view to the public distribution thereof and will not be
transferred or otherwise disposed of except in a transaction registered or exempt from registration
under the Securities Act.
2.2 Representations and Warranties ofIssuer. Issuer hereby represents and
warrants to Grantee as follows:
(a) Option Shares. Issuer has taken all necessary corporate and other
action to authorize and reserve for issuance, and, subject to receipt of any Approvals, to permit it
to issue, the Option Shares and all additional shares or other securities which may be issued
pursuant to Section 3.1 upon exercise of the Option, and, at all times from the date hereof until
such time as the obligation to deliver Option Shares hereunder terminates, will have reserved for
issuance upon exercise of the Option the Option Shares and such other additional shares or
securities, if any. All of the Option Shares and all additional shares or other securities or
property which may be issuable pursuant to Section 3.1, upon exercise of the Option and
issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable,
shall be delivered free and clear of all Liens of any nature whatsoever, and shall not be subject to
any preemptive or similar right of any Person.
(b) No Restrictions. No Delaware law or other takeover statute or
similar Law and no provision of the Restated Certificate of Incorporation or Bylaws of Issuer or
any agreement to which Issuer is a party (a) would or would purport to impose restrictions which
might adversely affect or delay the consummation of the transactions contemplated by this
Agreement, or (b) as a result of the consummation of the transactions contemplated by this
Agreement, (i) would or would purport to restrict or impair the ability of Grantee to vote or
othenvise exercise the rights of a shareholder with respect to securities of Issuer or any of its
:83i3~-C087-02269-AOIA:21M-hGR
6
Subsidiaries that may be acquired or controlled by Grantee or (ii) would or would purport to
entitle any Person to acquire securities oflssuer.
ARTICLE III
ADJUSTMENT UPON CHANGES IN CAPITALIZATION
3.1 Adiustment Upon Changes in Capitalization. In addition to the adjustment
in the number of shares of Issuer Common Stock that may be purchased upon exercise of the
Option pursuant to Section 1.1 of this Agreement, the number of shares of Issuer Common Stock
that may be purchased upon the exercise of the Option and the Exercise Price shall be subject to
adjustment from time to time as provided in this Section 3.1. In the event of any change in the
number of issued and outstanding shares of Issuer Common Stock by reason of any stock
dividend, split-up, merger, recapitalization, combination, conversion, exchange of shares, spin-
off or other change in the corporate or capital structure of Issuer which would have the effect of
diluting or otherwise diminishing Grantee's rights hereunder, the number and kind of Option
Shares or other securities subject to the Option and the Exercise Price therefor shall be
appropriately adjusted so that Grantee shall receive upon exercise of the Option (or, if such a
change occurs between exercise and the Option Closing, upon the Option Closing) the number
and kind of shares or other securities or property that Grantee would have received in respect of
the Option Shares that Grantee is entitled to purchase upon exercise of the Option if the Option
had been exercised (or the purchase thereunder had been consummated, as the case may be)
immediately prior to such event or the record date for such event, as applicable. The rights of
Grantee under this Section shall be in addition to, and shall in no way limit, its rights against
Issuer for breach of or the failure to perform any provision of the Merger Agreement.
ARTICLE IV
REGISTRATION RIGHTS
4.1 Registration of Option Shares Under the Securities Act.
(a) If requested by Grantee at any time and from time to time within
two years after receipt by Grantee of Option Shares (the "Registration Period"), Issuer shall use
its reasonable best efforts, as promptly as practicable, to effect the registration under the
Securities Act and any applicable state law (a "Demand Registration") of such number of Option
Shares or such other Issuer securities owned by or issuable to Grantee in accordance with the
method of sale or other disposition contemplated by Grantee, including a "shelf' registration
statement under Rule 415 of the Securities Act or any successor provision, and to obtain all
consents or waivers of other parties that are required therefor. Grantee agrees to use reasonable
best efforts to cause, and to use reasonable best efforts to cause any underwriters of any sale or
other disposition to cause, any sale or other disposition pursuant to such registration statement to
be effected on a widely distributed basis so that upon consummation thereof no purchaser or
JJ373~-CC:i-222c9-hQ1A52lM-AGR
7
transferee will own beneficially more than 3% of the then-outstanding voting power ofIssuer.
Except with respect to such a "shelf' registration, Issuer shall keep such Demand Registration
effective for a period of not less than 150 days, unless, in the written opinion of counsel to Issuer,
which opinion shall be delivered to Grantee and which shall be satisfactory in form and
substance to Grantee and its counsel, such registration under the Securities Act is not required in
order to lawfully sell and distribute such Option Shares or other Issuer securities in the manner
contemplated by Grantee. Issuer shall only have the obligation to effect three Demand
Registrations pursuant to this Section 4.1; provided that only requests relating to a registration
statement that has become effective under the Securities Act shall be counted for purposes of
determining the number of Demand Registrations made. Issuer shall be entitled to postpone for
up to 150 days from receipt of Grantee's request for a Demand Registration the filing of any
registration statement in connection therewith if the Board of Directors of Issuer determines in its
good faith reasonable judgment that such registration would materially interfere with or require
premature disclosure of, any material acquisition, reorganization, pending or proposed offering of
Issuer Securities or other transaction involving Issuer or any other material contract under active
negotiation by Issuer; and provided further that Issuer shall not have postponed any Demand
Registration pursuant to this sentence during the twelve month period immediately preceding the
date of delivery of Grantee's request for a Demand Registration.
(b) If Issuer effects a registration under the Securities Act of Issuer
Common Stock for its own account or for any other stockholders ofIssuer (other than on Form
S-4 or Form S-8, or any successor form), Grantee shall have the right to participate in such
registration and include in such registration the number of shares of Issuer Common Stock or
such other Issuer securities as Grantee shall designate by notice to Issuer (an "Incidental
Registration" and, together with a Demand Registration, a "Registration"); provided, however,
that, if the managing underwriters of such offering advise Issuer in writing that in their opinion
the number of shares of Issuer Common Stock or other securities requested to be included in
such Incidental Registration exceeds the number which can be sold in such offering, Issuer shall
include therein (i) first, all shares proposed to be included therein by Issuer, (ii) second, subject
to the rights of any other holders of registration rights in effect as of the date hereof, the shares
requested to be included therein by Grantee and (iii) third, shares proposed to be included therein
by any other stockholder of Issuer. Participation by Grantee in any Incidental Registration shall
not affect the obligation of Issuer to effect Demand Registrations under this Section 4.1. Issuer
may withdraw any registration under the Securities Act that gives rise to an Incidental
Registration without the consent of Grantee.
(c) In connection with any Registration pursuant to this Section 4.1,
(i) Issuer and Grantee shall provide each other and any underwriter of the offering with
customary representations, warranties, covenants, indemnification and contribution obligations in
connection with such Registration, and (ii) Issuer shall use reasonable best efforts to cause any
Option Shares included in such Registration to be approved for listing on the NYSE or any other
nationally recognized exchange or trading system upon which Issuer's securities are then listed,
subject to official notice of issuance, \vhich notice shall be given by Issuer upon issuance.
Grantee will provide all infonnation reasonably requested by Issuer for inclusion in any
registration statement to be filed hereunder. The costs and expenses incurred by Issuer in
JC37S2-8007-22259-A01A521M-AGR
8
connection with any Registration pursuant to this Section 4.1 (including any fees related to
qualifications under Blue Sky Laws and SEC filing fees) (the "Registration Expenses") shall be
borne by Issuer, excluding legal fees of Grantee's counsel and underwriting discounts or
commissions with respect to Option Shares to be sold by Grantee included in a Registration.
4.2 Transfers of Option Shares. The Option Shares may not be sold, assigned,
transferred, or otherwise disposed of except (i) in an underwritten public offering as provided in
section 4.1 or (ii) to any purchaser of transferee who would not, to the knowledge of the Grantee
after reasonable inquiry, immediately following such sale, assignment, transfer or disposal
beneficially own more than 3% of the then-outstanding voting power of the Issuer; provided,
however, that Grantee shall be permitted to sell any Option Shares if such sale is made pursuant
to a tender or exchange offer that has been approved or recommended by a majority of the
members of the Board of Directors of Issuer (which majority shall include a majority of directors
who were directors as of the date hereof).
ARTICLE V
REPURCHASE RIGHTS; SUBSTITUTE OPTIONS
5.1 Repurchase Rights.
(a) Subject to Section 6.1, at any time on or after the Exercise Date
and prior to the Expiration Date, Grantee shall have the right (the "Repurchase Ri~ht") to require
Issuer to repurchase from Grantee (i) the Option or any part thereof as Grantee shall designate at
a price (the "Option Repurchase Price") equal to the amount, subject to reduction at the sole
discretion of Grantee pursuant to clause (iii) of Section 6.1 (a), by which (A) the Market/Offer
Price (as defined below) exceeds (B) the Exercise Price, multiplied by the number of Option
Shares as to which the Option is to be repurchased and (ii) such number of Option Shares as
Grantee shall designate at a price (the "Option Share Repurchase Price") equal to the
Market/Offer Price multiplied by the number of Option Shares so designated. The term
"Market/Offer Price" shall mean the highest of (i) the highest price per share of Issuer Common
Stock offered or paid in any Acquisition Proposal, or (ii) the highest closing price for shares of
Issuer Common Stock during the six-month period immediately preceding the date Grantee gives
the Repurchase Notice (as hereinafter defined). In determining the Market/Offer Price, the value
of consideration other than cash shall be determined by a nationally recognized investment
banking firm selected by Grantee and reasonably acceptable to Issuer, which determination,
absent manifest error, shall be conclusive for all purposes of this Agreement.
(b) Grantee shall exercise its Repurchase Right by delivering to Issuer
written notice (a "Repurchase Notice") stating that Grantee elects to require Issuer to repurchase
all or a portion of the Option and/or the Option Shares as specified therein. The closing of the
Repurchase Right (the "Repurchase Closing") shall take place in the United States at the place,
time and date specified in the Repurchase Notice, which date shall not be less than two Business
Days nor more than ten Business Days from the date on which the Repurchase Notice is
C02iS:-C:S:-C2269-n01A521M-AGR
9
delivered. At the Repurchase Closing, subject to the receipt of a writing evidencing the surrender
of the Option and/or certificates representing Option Shares, as the case may be, Issuer shall
deliver to Grantee the Option Repurchase Price therefor or the Option Share Repurchase Price
therefor, as the case may be, or the portion thereof that Issuer is not then prohibited under
applicable Law from so delivering. At the Repurchase Closing, (i) Issuer shall pay to Grantee the
Option Repurchase Price for the portion of the Option which is to be repurchased or the Option
Shares Repurchase Price for the number of Option Shares to be repurchased, as the case may be,
by wire transfer of immediately available funds to an account specified by Grantee at least 24
hours prior to the Repurchase Closing and (ii) if the Option is repurchased only in part, Issuer
and Grantee shall execute and deliver an amendment to this Agreement reflecting the Option
Shares for which the Option is not being repurchased.
(c) To the extent that Issuer is prohibited under applicable Law from
repurchasing the portion of the Option or the Option Shares designated in such Repurchase
Notice, Issuer shall immediately so notify Grantee and thereafter deliver, from time to time, to
Grantee the portion of the Option Repurchase Price and the Option Share Repurchase Price,
respectively, that it is no longer prohibited from delivering, within five Business Days after the
date on which Issuer is no longer so prohibited; provided, however, that if Issuer at any time after
delivery of a Repurchase Notice is prohibited under applicable Law from delivering to Grantee
the full amount of the Option Repurchase Price and the Option Share Repurchase Price for the
Option or Option Shares to be repurchased, respectively, Grantee may rescind the exercise of the
Repurchase Right, whether in whole, in part or to the extent of the prohibition, and, to the extent
rescinded, no part of the amounts, terms or the rights with respect to the Option or Repurchase
Right shall be changed or affected as if such Repurchase Right were not exercised. Issuer shall
use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any
required notices to permit Grantee to exercise its Repurchase Right and shall use its reasonable
best efforts to avoid or cause to be rescinded or rendered inapplicable any prohibition on Issuer's
repurchase of the Option or the Option Shares.
5.2 Substitute Option.
(a) In the event that Issuer enters into an agreement (i) to consolidate
with or merge into any Person, other than Grantee or any Subsidiary of Grantee (each an
"Excluded Person"), and Issuer is not the continuing or surviving corporation of such
consolidation or merger, (ii) to permit any Person, other than an Excluded Person, to merge into
Issuer and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection
with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or
exchanged for stock or other securities of any other Person or cash or any other property or the
then outstanding shares of Issuer Common Stock shall after such merger represent less than 50%
of the outstanding voting securities ofthe merged or acquiring company, or (iii) to sell or
otherwise transfer all or substantially all of its assets to any Person, other than an Excluded
Person. then, and in each such case, the agreement governing such transaction shall make proper
pro\'ision so that, unless earlier exercised by Grantee, the Option shall, upon the consummation
of any such transaction and upon the terms and conditions set forth herein, be converted into, or
exchanged for, an option with identical terms appropriately adjusted to acquire the number and
::373~-~~C7-02269-K01A52:M-AGR
10
class of shares or other securities or property that Grantee would have received in respect of
Issuer Common Stock if the Option had been exercised immediately prior to such consolidation,
merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary
adjustments; provided, however, that if such a conversion or exchange cannot, because of
applicable Law be the same as the Option, such terms shall be as similar as possible and in no
event less advantageous to Grantee than the Option.
(b) In addition to any other restrictions or covenants, Issuer agrees that
it shall not enter or agree to enter into any transaction described in Section 5.2(a) unless the
Acquiring Corporation (as hereinafter defined) and any Person that controls the Acquiring
Corporation assume in writing all the obligations of Issuer hereunder and agree for the benefit of
Grantee to comply with this Article V.
(c) For purposes of this Section 5.2, the term "Acquiring Corporation"
shall mean (i) the continuing or surviving Person of a consolidation or merger with Issuer (if
other than Issuer), (ii) Issuer in a consolidation or merger in which Issuer is the continuing or
surviving or acquiring Person, and (iii) the transferee of all or substantially all oflssuer's assets.
ARTICLE VI
MISCELLANEOUS
6.1 Total Profit.
(a) Notwithstanding any other provision of this Agreement, in no
event shall Grantee's Total Profit (as hereinafter defined) plus any America Online Termination
Fee paid pursuant to Section 8.2(c) and any fees paid by Issuer pursuant to Section 8.2(d) of the
Merger Agreement (such America Online Termination Fee and such fees paid pursuant to
Section 8.2(d) of the Merger Agreement, collectively, the "Total Issuer Fees") exceed in the
aggregate an amount (the "Limitation Amount") equal to 2.75% of the product of (x) the number
of shares of Issuer Common Stock outstanding as of the date hereof (assuming the exercise of all
outstanding options (other than the Option) and the conversion into Issuer Common Stock of all
securities of the Issuer convertible into Issuer Common Stock) multiplied by (y) the last sale
price ofIssuer Common Stock on the NYSE on January 7,2000, and, if the total amount that
would otherwise be received by Grantee otherwise would exceed such amount, Grantee, at its
sole election, shall either (i) reduce the number of shares ofIssuer Common Stock subject to this
Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee,
(iii) reduce the amount of the Option Repurchase Price or the Option Share Repurchase Price,
(iv) pay cash to Issuer, or (v) any combination thereof, so that Grantee's actually realized Total
Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not exceed the
Limitation Amount after taking into account the foregoing actions.
(b) N otwi thstanding any other provision of this Agreement, the Option
may not be exercised for a number of Option Shares as would, as of the date of exercise, result in
CJ3:S~-CCG7-22269-~~1~521M-AGR
11
a Notional Total Profit (as defined below) which, together with the Total Issuer Fees theretofore
paid to Grantee, would exceed the Limitation Amount; provided, that nothing in this sentence
shall restrict any exercise of the Option permitted hereby on any subsequent date.
(c) As used herein, the tenn "Total Profit" shall mean the aggregate
amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's
repurchase of the Option (or any portion thereof) pursuant to Section 5.1, (ii) (x) the amount
received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 5.1,
less (y) Grantee's purchase price for such Option Shares, (iii) (x) the net cash amounts or the fair
market value of any property received by Grantee pursuant to any consummated arm's-length
sales of Option Shares (or any other securities into which such Option Shares are converted or
exchanged) to any unaffiliated party, less (y) Grantee's purchase price of such Option Shares.
(d) As used herein, the tenn "Notional Total Profit" with respect to
any number of Option Shares as to which Grantee may propose to exercise the Option shall be
the Total Profit determined as of the date of such proposal assuming that the Option was
exercised on such date for such number of Option Shares and assuming that such Option Shares,
together with all other Option Shares held by Grantee and its affiliates as of such date, were sold
for cash at the closing market price (less customary brokerage commissions) for shares of Issuer
Common Stock on the preceding trading day on the NYSE (or on any other nationally recognized
exchange or trading system on which shares of Issuer Common Stock are then so listed or
traded).
6.2 Further Assurances: Listing.
(a) From time to time, at the other party's request and without further
consideration, each party hereto shall execute and deliver such additional documents and take all
such further action as may be necessary or desirable to consummate the transactions
contemplated by this Agreement, including, without limitation, to vest in Grantee good and
marketable title, free and clear of all Liens, to any Option Shares purchased hereunder. Issuer
agrees not to avoid or seek to avoid (whether by charter amendment or through reorganization,
consolidation, merger, issuance of rights or securities, the America Online Rights Agreement or
similar agreement, dissolution or sale of assets, or by any other voluntary act) the observance or
performance of any of the covenants, agreements or conditions to be observed or performed
hereunder by it.
(b) If the Issuer Common Stock or any other securities to be acquired
upon exercise of the Option are then listed on the NYSE (or any other national securities
exchange or trading system), Issuer, upon the request of Grantee, will promptly file an
application to list the shares of Issuer Common Stock or such other securities to be acquired upon
exercise of the Option on the NYSE (and any other national securities exchange or trading
system) and will use reasonable best efforts to obtain approval of such listing as promptly as
practicable.
OQ3~3:-0C07-02269-AOIA52lM-AGR
12
6.3 Division of Option: Lost Options. The Agreement (and the Option granted
hereby) are exchangeable, without expense, at the option of Grantee, upon presentation and
surrender of this Agreement at the principal office of Issuer, for other agreements providing for
Options of different denominations entitling Grantee to purchase, on the same terms and subject
to the same conditions as are set forth herein, in the aggregate the same number of Option Shares
purchasable hereunder. Upon receipt by Issuer of evidence reasonably satisfactory to it of the
loss, theft or destruction or mutilation of this Agreement, and (in the case ofloss, theft or
destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of
this Agreement, ifmutilated, Issuer will execute and deliver a new agreement of like tenor and
date.
6.4 Amendment. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
6.5 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or by
telecopy or telefacsimile, upon confirmation of receipt, (b) on the first Business Day following
the date of dispatch if delivered by a recognized next-day courier service, or (c) on the tenth
Business Day following the date of mailing if delivered by registered or certified mail, return
receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or
pursuant to such other instructions as may be designated in writing by the party to receive such
notice:
(a) if to Grantee to:
Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
Fax: (212) 265-2646
Attention: Christopher P. Bogart, Esq.
with a copy to:
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Fax: (212) 474-3700
Attention: Robert A. Kindler, Esq.
C03730-C007-022E9-AO~A52~~-AG2
13
(b) if to Issuer to:
America Online, Inc.
22000 AOL Way
Dulles, Virginia
Fax: (703) 265-1495
Attention: Paul T. Cappuccio, Esq.
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Fax: (212) 455-2502
Attention: Richard I. Beattie, Esq.
6.6 Interpretation. When a reference is made in this Agreement to Articles,
Sections, Exhibits or Schedules, such reference shall be to an Article or Section of or Exhibit or
Schedule to this Agreement unless otherwise indicated. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include," "includes" or "including" are
used in this Agreement, they shall be deemed to be followed by the words "without limitation."
6.7 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to
the other party, it being understood that both parties need not sign the same counterpart.
6.8 Entire A~eement: No Third Party Beneficiaries.
(a) This Agreement and the other agreements of the parties referred to
herein constitute the entire agreement and supersede all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter hereof.
(b) This Agreement shall be binding upon and inure solely to the
benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or
shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement.
6.9 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware (without giving effect to choice oflaw
princi pies thereof).
::27S:-C~07-C2:69-AO:A521X-A~R
14
6.10 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any law or public policy, all other terms and provisions
of this Agreement shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision is invalid, illegal
or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.
6.11 Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether
by operation of law or otherwise), without the prior written consent of the other party, and any
attempt to make any such assignment without such consent shall be null and void. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
6.12 Submission to Jurisdiction: Waivers. Each of Grantee and Issuer
irrevocably agrees that any legal action or proceeding with respect to this Agreement or for
recognition and enforcement of any judgment in respect hereof brought by the other party hereto
or its successors or assigns may be brought and determined in the Chancery or other Courts of the
State of Delaware, and each of Grantee and Issuer hereby irrevocably submits with regard to any
such action or proceeding for itself and in respect to its property, generally and unconditionally,
to the nonexclusive jurisdiction of the aforesaid courts. Each of Grantee and Issuer hereby
irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or
otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not
personally subject to the jurisdiction ofthe above-named courts for any reason other than the
failure to lawfully serve process (b) that it or its property is exempt or immune from jurisdiction
of any such court or from any legal process commenced in such courts (whether through service
of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of
judgment or otherwise), (c) to the fullest extent permitted by applicable law, that (i) the suit,
action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such
suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may
not be enforced in or by such courts and (d) any right to a trial by jury.
6.13 Enforcement. The parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in accordance with
their specific terms. Itis accordingly agreed that the parties shall be entitled to specific
performance of the terms hereof, this being in addition to any other remedy to which they are
entitled at law or in equity.
6.14 Failure or Indulgence Not Waiver: Remedies Cumulative. No failure or
delay on the part of any party hereto in the exercise of any right hereunder will impair such right
or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty
or agreement herein, nor will any single or partial exercise of any such right preclude other or
C03730-0007-02269-A01AS21M-AGR
further exercise thereof or of any other right. All rights and remedies existing under this
Agreement are cumulative to, and not exclusive to, and not exclusive of, any rights or remedies
otherwise available.
[Remainder of this page intentionally left blank]
2 J 3 i 2: - JeG7 -022 69 -.!..O 1';52:'~~-;"G?
15
IN WITNESS WHEREOF, Grantee and Issuer have caused this Agreement to be
duly executed as of the date first above written.
AM~_
By: ----<----
e: Stephen M. Case
Title: Chairman & Chief Executive Officer
TIME WARNER INC.
By:
Name:
Title:
l~ \VIT~"ESS WHEREOF. Grantee and Issuer have callsed this Agreement to be
duly executed as of the date first above l,r,rritten.
A....\1ERICA ONLINE, INC.
By:
?\ame:
Title:
TL\fE \VARNER INe.
By:
'\'ame:
Title:
/)~~ ft(~.~
... ,. ~ ~ '-' ... -~ -. . ~
- '-- ~.:-
. -, .., ---.. ...,..-
"-., - .. .. -. -...
EXECUTION COpy
VOTING AGREEMENT, dated as of January 10, 2000 (this "Agreement"),
among America Online, Inc., a Delaware corporation ("America Online"), and the stockholders
of Time Warner Inc., a Delaware corporation ("Time Warner"), that are parties hereto (each, a
"Stockholder" and, collectively, the "Stockholders").
WIT N E SSE T H:
WHEREAS, America Online and Time Warner are, concurrently with the
execution and delivery of this Agreement, entering into an Agreement and Plan of Merger, dated
as of the date hereof (the "Mer~er Agreement;" capitalized terms used without definition herein
having the meanings assigned to them in the Merger Agreement), pursuant to which Time
Warner will engage in a business combination in a merger of equals with America Online (the
"Time Warner Mer~er"); and
WHEREAS, as of the date hereof, each Stockholder is the record and beneficial
owner of the number of shares of common stock, par value $0.01 per share, of Time Warner
("Time Warner Common Stock"), as set forth on the signature page hereof beneath such
Stockholder's name (with respect to each Stockholder, such Stockholder's "Existing Shares"
and, together with any shares of Time Warner Common Stock or other voting capital stock of
Time Warner acquired after the date hereof, whether upon the exercise of warrants, options,
conversion of convertible securities or otherwise, such Stockholder's "Shares");
NOW THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows: .
ARTICLE I
VOTING
1.1 Agreement to Vote. Each Stockholder hereby agrees that it shall, and shall
cause the holder of record on any applicable record date to, from time to time, at the request of
America Online, at any meeting (whether annual or special and whether or not an adjourned or
postponed meeting) of stockholders of Time Warner, however called, or in connection with any
written consent of the holders of Time Warner Common Stock, (a) if a meeting is held, appear at
such meeting or otherwise cause the Shares to be co~nted as present thereat for purposes of
establishing a quorum, and (b) vote or consent (or cause to be voted or consented), in person or
by proxy, all Shares, and any other voting securities of Time Warner (whether acquired
heretofore or hereafter) that are beneficially owned or held of record by such Stockholder or as to
which such Stockholder has, directly or indirectly, the right to vote or direct the voting, in favor
of the approval and adoption of the Merger Agreement, the Time Warner Merger and any action
required in furtherance thereof.
003780-0007-02839-99BG134A-AGR
2
1.2 No Ownership Interest. Nothing contained in this Agreement shall be
deemed to vest in America Online any direct or indirect ownership or incidence of ownership of
or with respect to any Shares. All rights, ownership and economic benefits of and relating to the
Shares shall remain vested in and belong to the Stockholders, and America Online shall have no
authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the
policies or operations of Time Warner or exercise any power or authority to direct the
Stockholders in the voting of any of the Shares, except as otherwise provided herein, or in the
performance of the Stockholders' duties or responsibilities as stockholders of Time Warner.
1.3 No Inconsistent Agreements. Each Stockholder hereby covenants and
agrees that, except as contemplated by this Agreement and the Merger Agreement, the
Stockholder (a) has not entered, and shall not enter at any time while this Agreement remains in
effect, into any voting agreement or voting trust with respect to the Shares and (b) has not
granted, and shall not grant at any time while this Agreement remains in effect, a proxy or power
of attorney with respect to the Shares, in either case, which is inconsistent with such
Stockholder's obligations pursuant to this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
Each Stockholder hereby, severally and not jointly, represents and warrants to
America Online as follows:
2.1 Authorization: Validity of Agreement: Necessary Action. Such
Stockholder has full power and authority to execute and deliver this Agreement, to perform such
Stockholder's obligations hereunder and to consummate the transactions contemplated hereby.
The execution, delivery and performance by such Stockholder of this Agreement and the
consummation by it of the transactions contemplated hereby have been duly and validly
authorized by such Stockholder and no other actions or proceedings on the part of such
Stockholder are necessary to authorize the execution and delivery by it of this Agreement and the
consummation by it of the transactions contemplated hereby. This Agreement has been duly
executed and delivered by such Stockholder, and, assuming this Agreement constitutes a valid
and binding obligation of America Online, constitutes a valid and binding obligation of such
Stockholder, enforceable against it in accordance with its terms.
2.2 Shares. Such Stockholder's Existing Shares are, and all of its Shares from
the date hereof through and on the Closing Date will be, owned beneficially and of record by
such Stockholder (subject to any dispositions of Shares permitted by Section 3.1 (a) hereof). As
of the date hereof, such Stockholder's Existing Shares constitute all of the shares of Time Warner
Common Stock owned of record or beneficially by such Stockholder. Such Stockholder has or
will have sole voting power, sole power of disposition, sole power to issue instructions with
respect to the matters set forth in Article I hereof, and sole power to agree to all of the matters set
003780-0007-02839-99BG134A-AGR
3
forth in this Agreement, in each case with respect to all of such Stockholder's Existing Shares
and with respect to all of such Stockholder's Shares on the Closing Date, with no limitations,
qualifications or restrictions on such rights, subject to applicable federal securities laws, the
terms of this Agreement and the terms of the Loan Agreement (as defined below in Section
3.1(a)).
ARTICLE III
OTHER COVENANTS
3.1 Further Agreements of Stockholders.
(a) Each Stockholder, severally and not jointly, hereby agrees, while
this Agreement is in effect, and except as contemplated hereby, not to sell, transfer, pledge,
encumber, assign or otherwise dispose of (collectively, a "Transfer") or enforce or permit the
execution of the provisions of any redemption, share purchase or sale, recapitalization or other
agreement with Time Warner or enter into any contract, option or other arrangement or
understanding with respect to the offer for sale, sale, transfer, pledge, encumbrance, assignment
or other disposition of, any of its Existing Shares, any Shares acquired after the date hereof, any
securities exercisable for or convertible into Time Warner Common Stock, any other capital
stock of Time Warner or any interest in any of the foregoing with any Person, except to a Person
who agrees in writing, in an instrument reasonably acceptable to America Online, to be bound by
this Agreement as a Stockholder and be subject to Section 1.1; provided, however, that the
Stockholders collectively may Transfer an aggregate of up to five percec.t of the Existing Shares
held of record by the Stockholders collectively as of the date hereof without compliance with this
Section 3.1(a); and provided further that the restrictions contained in this Section 3.1 (a) do not
apply to Existing Shares now pledged by Stockholders to Merrill Lynch International Bank
Limited (the "Bank") to secure a revolving credit facility to R.E. Turner pursuant to that certain
Loan and Collateral Account Agreement dated April 4, 1996, as amended, between the Bank and
R.E. Turner (the "Loan Agreement").
(b) In the event of a stock dividend or distribution, or any change in
Time Warner Common Stock by reason of any stock dividend or distribution, or any change in
Time Warner Common Stock by reason of any stock dividend, split-up, recapitalization,
combination, exchange of shares or the like, the term "Shares" shall be deemed to refer to and
include the Shares as well as all such stock dividends and distributions and any securities into
which or for which any or all of the Shares may be changed or exchanged or which are received
in such transaction.
(c) Each Stockholder covenants and agrees with the other
Stockholders and for the benefit of Time Warner (which shall be a third party beneficiary of this
Section 3.1 (c)) to comply with and perform all its obligations under this Agreement.
003780-0007-02839-99BG134A-AGR
4
ARTICLE IV
MISCELLANEOUS
4.1 Termination. This Agreement shall terminate and no party shall have any
rights or duties hereunder upon the earlier of (a) the Effective Time or (b) termination of the
Merger Agreement pursuant to Section 8.1 thereof. Nothing in this Section 4.1 shall relieve or
otherwise limit any party of liability for breach of this Agreement.
4.2 Further Assurances. From time to time, at the other party's request and
without further consideration, each party hereto shall execute and deliver such additional
documents and take all such further action as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.
4.3 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or by
telecopy or telefacsimile, upon confirmation of receipt, (b) on the first Business Day following
the date of dispatch if delivered by a recognized next-day courier service, or (c) on the tenth
Business Day following the date of mailing if delivered by registered or certified mail, return
receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or
pursuant to such other instructions as may be designated in writing by the party to receive such
notice:
(a) if to America Online to:
22000 AOL Way
Dulles, Virginia 20166
Fax: (703) 265-1495
Attention: Paul T. Cappuccio,
Senior Vice President and General Counsel
with a copy to:
Simpson Thacher & Bartlett
425 Lexington A venue
New York, New York 10017
Fax: (212) 455-2502
Attention: Richard I. Beattie, Esq.
(b) if to a Stockholder, as provided on the signature page hereof.
4.4 Counter:parts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and shall become
003780-0007-02839-99BG134A-AGR
5
effective when one or more counterparts have been signed by each of the parties and delivered to
the other party, it being understood that both parties need not sign the same counterpart.
4.5 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware (without giving effect to choice oflaw
principles thereof).
4.6 Amendment. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
4.7 Enforcement. The parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in accordance with
their specific terms. It is accordingly agreed that the parties shall be entitled to specific
performance of the terms hereof, this being in addition to any other remedy to which they are
entitled at law or in equity.
[Remainder of this page intentionally left blank]
003780-0007-02839-99BG134A-AGR
IN WITNESS WHEREOF, America Online and each of the Stockholders have
caused this Agreement to be signed by their respective officers or other authorized person
thereunto duly authorized as of the date first written above.
AMERICA ONLINE, INC.
BY:~~
Title: Chairman & Chief Executive Officer
R.E. Turner III
Number of Existing Shares: 95,843,076
Notices
Address: One CNN Center
Box 105366
Atlanta, GA 30348-5366
Fax: (404) 827-3000
Attention: R.E. Turner III
TURNER PARTNERS, L.P.
By:
Its General Partner
By:
Name:
Title:
Number of Existing Shares: 6,028,896
Notices
Address: One CNN Center
Box 105366
Atlanta, GA 30348-5366
Fax: (404) 827-3000
Attention: R.E. Turner III
6
IN \VITNESS WHEREOF, America Online and each of the Stockholders have
caused this Agreement to be signed by their respective officers or other authorized person
thereunto duly authorized as of the date first writteu above.
AMERICA ONLINE, INC.
By:
1-\umber of Existing Shares: 95,843,076
Notic~<;
Address: One ~ Center
Box t 05366
Atlanta, GA 30348-5366
Fax: (404) 827-3000
AttentioD.: R.E. Turner III
By:
By:
Number of Existing Shares: 6,028,896
Notices
Address: One CNN Center
Box 105366
Atlanta, GA 30348-5366
Fax: (404) 827-3000
Attention: R.E. Turner III
~CJ;6~-~Ov7-02a39-'~5G13~~-AGR
7
By:
Name:
Title:
Number of Existing Shares: 2,600,998
Notices
Address: One CNN Center
Box 105366
Atlanta, GA 30348-5366
Fax: (404) 827-3000
Attention: R.E. Turner m
By:
)lumber of Existing Shares: 579,884
Notices
Address: One CNN Center
Box 105366
Atlanta, GA 30348-5366
Fa;>;:: (404) 827-3000
Attention: R.E. Turner HI
00;i30-~O~7-~J.a39-)~~:3~-~R
EXHIBIT D-1 TO THE
MERGER AGREEMENT
RESTATED CERTIFICATE OF INCORPORATION
OF
AOL TIME WARNER INC.
ARTICLE I
The name of the corporation (hereinafter called
the "Corporation") is AOL TIME WARNER INC.
ARTICLE II
The address of the corporation'S registered office
in the State of Delaware is 1013 Centre Road, City of
Wilmington, County of New Castle. The name of the
Corporation'S registered agent at such address is
Corporation Service Company..
ARTICLE III
The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of
Delaware.
ARTICLE IV
SECTION 1. The total number of shares of all
classes of stock which the Corporation shall have authority
to issue is 27.55 billion shares, consisting of (1) 750
million shares of Preferred Stock, par value $0.10 per share
("Preferred Stock"), (2) 25 billion shares of Common Stock,
par value $0.01 per share("Common Stock"), and
(3) 1.8 billion shares of Series Common Stock, par value
$0.01 per share ("Series Common Stock"). The number of
authorized shares of any of the Preferred Stock, the Common
Stock or the Series Common Stock may be increased or
decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a
majority in voting power of the stock of the Corporation
entitled to vote thereon irrespective of the provisions of
Section 242(b) (2) of the General Corporation Law of the
State of Delaware (or any successor provision thereto), and
no vote of the holders of any of the Preferred Stock, the
Common Stock or the Series Common Stock voting separately as
a class shall be required therefor.
[NYCorp;9B7710.4:467SB:Ol/12/2000--1:06p]
2
SECTION 2. The Board of Directors is hereby
expressly authorized, by resolution or resolutions, to
provide, out of the unissued shares of Preferred Stock, for
series of Preferred Stock and, with respect to each such
series, to fix the number of shares constituting such series
and the designation of such series, the voting powers (if
any) of the shares of such series, and the preferences and
relative, participating, optional or other special rights,
if any, and any qualifications, limitations or restrictions
thereof, of the shares of such series. The powers,
preferences and relative, participating, optional and other
special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any,
may differ from those of any and all other series at any
time outstanding.
SECTION 3. The Board of Directors is hereby
expressly authorized, by resolution or resolutions, to
provide, out of the unissued shares of Series Common Stock,
for series of Series Common Stock and, with respect to each
such series, to fix the number of shares constituting such
series and the designation of such series, the voting powers
(if any) of the shares of such series, and the preferences
and relative, participating, optional or other special
rights, if any, and any qualifications, limitations or
restrictions thereof, of the shares of such series. The
powers, preferences and relative, participating, optional
and other special rights of each series of Series Common
Stock, and the qualifications, limitations or restrictions
thereof, if any, may differ from those of any and all other
series at any time outstanding.
SECTION 4. (a) Each holder of Common Stock, as
such, shall be entitled to one vote for each share of Common
Stock held of record by such holder on all matters on which
stockholders generally are entitled to vote; provided,
however, that, except as otherwise required by law, holders
of Common Stock, as such, shall not be entitled to vote on
any amendment to this Restated Certificate of Incorporation
(including any Certificate of Designation relating to any
series of Preferred Stock or Series Common Stock) that
relates solely to the terms of one or more outstanding
series of Preferred Stock or ~eries Common Stock if the
holders of such affected series are entitled, either
separately or together with the holders of one or more other
such series, to vote thereon pursuant to this Restated
Certificate of Incorporation (including any Certificate of
Designation relating to any series of Preferred Stock or
Series Common Stock) or pursuant to the General Corporation
Law of the State of Delaware.
[NYCorp;987710.4:467SB:Ol!12!2000--1:06p]
3
(b) Except as otherwise required by law, holders
of a series of Preferred Stock or Series Common Stock, as
such, shall be entitled only to such voting rights, if any,
as shall expressly be granted thereto by this Restated
Certificate of Incorporation (including any Certificate of
Designation relating to such series) .
(c) Subject to applicable law and the rights, if
any, of the holders of any outstanding series of Preferred
Stock or Series Common Stock or any class or series of stock
having a preference over or the right to participate with
the Common Stock with respect to the payment of dividends,
dividends may be declared and paid on the Common Stock at
such times and in such amounts as the Board of Directors in
its discretion shall determine.
(d) Upon the dissolution, liquidation or winding
up of the Corporation, subject to the rights, if any, of the
holders of any outstanding series of Preferred Stock or
Series Common Stock or any class or series of stock having a
preference over or the right to participate with the Common
Stock with respect to the distribution of assets of the
Corporation upon such dissolution, liquidation or winding up
of the Corporation, the holders of the Common Stock, as
such, shall be entitled to receive the assets of the
Corporation available for distribution to its stockholders
ratably in proportion to the number of shares held by them.
SECTION 5. Notwithstanding any other provision of
this Restated Certificate of Incorporation to the contrary,
but subject to the provisions of any resolution or
resolutions of the Board of Directors adopted pursuant to
this Article IV creating (i) any series of Preferred Stock,
(ii) any series of any other class or series of stock having
a preference over the Common Stock as to dividends or upon
liquidation or (iii) any series of Series Common Stock,
outstanding shares of Common Stock, Series Common Stock,
Preferred Stock or any other class or series of stock of the
Corporation shall always be subject to redemption by the
Corporation, by action of the Board of Directors, if in the
judgment of the Board of Directors such action should be
taken, pursuant to Section 151(b) of the General Corporation
Law of the State of Delaware (or by any other applicable
provision of law), to the extent necessary to prevent the
loss or secure the reinstatement of any license or franchise
from any governmental agency held by the Corporation or any
Subsidiary to conduct any portion of the business of the
Corporation or such Subsidiary, which license or franchise
is conditioned upon some or all of the holders of the
Corporation's stock of any class or series possessing
prescribed qualifications. The terms and conditions of such
[NYCorp;987710.4:4675B:Ol/12/2000--1:06p]
4
redemption shall be as follows:
(a) the redemption price of the shares to be
redeemed pursuant to this Section 5 shall be equal to
the Fair Market Value of such shares;
(b) the redemption price of such shares may be
paid in cash, Redemption Securities or any combination
thereof;
(c) if less than all the shares held by
Disqualified Holders are to be redeemed, the shares to
be redeemed shall be selected in such manner as shall
be determined by the Board of Directors, which may
include selection first of the most recently purchased
shares thereof, selection by lot or selection in any
other manner determined by the Board of Directors;
(d) at least 30 days' written notice of the
Redemption Date shall be given to the record holders of
the shares selected to be redeemed (unless waived in
writing by such holder); provided that the Redemption
Date may be the date on which written notice shall be
given to record holders if the cash or Redemption
Securities necessary to effect the redemption shall
have been deposited in trust for the benefit of such
record holders and subject to immediate withdrawal by
them upon surrender of the stock certificates for their
shares to be redeemed; .
(e) from and after the Redemption Date, any and
all rights of whatever nature, which may be held by the
owners of shares selected for redemption (including
without limitation any rights to vote or participate in
dividends declared on stock of the same class or series
as such shares), shall cease and terminate and they
shall thenceforth be entitled only to receive the cash
or Redemption Securities payable upon redemption; and
(f) such other terms and conditions as the Board
shall determine.
For purposes of this Section 5:
(i) "Disqualified Holder" shall mean any holder
of shares of stock of the Corporation of any class or
series whose holding of such stock may result in the
loss of any license or franchise from any governmental
agency held by the Corporation or any Subsidiary to
conduct any portion of the business of the Corporation
or any Subsidiary.
[NYCorp,987710.4:467SB:Ol/12/2000--1:06p]
5
(ii) "Fair Market Value" of a share of the
Corporation's stock of any class or series shall mean
the average (unweighted) Closing Price for such a share
for each of the 45 most recent days on which shares of
stock of such class or series shall have been traded
preceding the day on which notice of redemption shall
be given pursuant to paragraph (d) of this Section 5;
provided, however, that if shares of stock of such
class or series are not traded on any securities
exchange or in the over-the-counter market, "Fair
Market Value" shall be determined by the Board of
Directors in good faith; and provided further, however,
that "Fair Market Value" as to any stockholder who
purchased his stock within 120 days of a Redemption
Date need not (unless otherwise determined by the Board
of Directors) exceed the purchase price paid by him.
"Closing Price" on any day means the reported last
sales price regular way or, in case no such sale takes
place, the average of the reported closing bid and
asked prices regular way on the New York Stock Exchange
Composite Tape, or, if stock of the class or series in
question is not quoted on such Composite Tape, on the
New York Stock Exchange, or, if such stock is not
listed on such exchange, on the principal United States
registered securities exchange on which such stock is
listed, or, if such stock is not listed on any such
exchange, the highest closing sales price or bid
quotation for such stock on The Nasdaq Stock Market or
any system then in use, or if no such'prices or
quotations are available, the fair market value on the
day in question as determined by the Board of Directors
in good faith.
(iii) "Redemption Date" shall mean the date fixed
by the Board of Directors for the redemption of any
shares of stock of the Corporation pursuant to this
Section 5.
(iv) "Redemption Securities" shall mean any debt
or equity securities of the Corporation, any Subsidiary
or any other corporation, or any combination thereof,
having such terms and cOl!ditions as shall be approved
by the Board of Directors and which, together with any
cash to be paid as part of the redemption price, in the
opinion of any nationally recognized investment banking
firm selected by the Board of Directors (which may be a
firm which provides other investment banking, brokerage
or other services to the Corporation), has a value, at
the time notice of redemption is given pursuant to
paragraph (d) of this Section 5, at least equal to the
Fair Market Value of the shares to be redeemed pursuant
[NYCorpI987710.4 : 4675B: 01/12/2000- -1: 06p]
6
to this Section 5 (assuming, in the case of Redemption
Securities to be publicly traded, such Redemption
Securities were fully distributed and subject only to
normal trading activity).
(v) "Subsidiary" shall mean any corporation more
than 50% of whose outstanding stock having ordinary
voting power in the election of directors is owned by
the Corporation, by a Subsidiary or by the Corporation
and one or more Subsidiaries.
ARTICLE V
SECTION 1. Except as otherwise fixed by or
pursuant to the provisions of Article IV of this Restated
Certificate of Incorporation relating to the rights of the
holders of any series of Preferred Stock or Series Common
Stock or any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation,
the number of the directors of the Corporation shall be
fixed from time to time by or pursuant to the By-laws of the
Corporation. The directors, other than those who may be
elected by the holders of any series of Preferred Stock or
Series Common Stock or any class or series of stock having a
preference over the Common Stock as to dividends or upon
liquidation pursuant to the terms of this Restated
Certificate of Incorporation or any resolution or
resolutions providing for the issue of such class or series
of stock adopted by the Board of Directors, shall be elected
by the stockholders entitled to vote thereon at each annual
meeting of stockholders and shall hold office until the next
annual meeting of stockholders and until each of their
successors shall have been elected and qualified. The term
of office of each director in office at the time this
Section 1 of Article V becomes effective shall expire at the
next annual meeting of stockholders held after the time this
Section 1 of Article V becomes effective. The election of
directors need not be by written ballot. No decrease in the
number of directors constituting the Board of Directors
shall shorten the term of any incumbent director.
SECTION 2. Advance notice of nominations for the
election of directors shall be given in the manner and to
the extent provided in the By-laws of the Corporation.
SECTION 3. Except as otherwise provided for or
fixed by or pursuant to the provisions of Article IV of this
Restated Certificate of Incorporation relating to the rights
of the holders of any series of Preferred Stock or series
Common Stock or any class or series of stock having a
[NYCorp;987710.4:4675B:Ol/12/2000--1:06p]
7
preference over the Common Stock as to dividends or upon
liquidation, newly created directorships resulting from any
increase in the number of directors may be filled by the
Board of Directors, or as otherwise provided in the By-laws,
and any vacancies on the Board of Directors resulting from
death, resignation, removal or other cause shall only be
filled by the Board, and not by the stockholders, by the
affirmative vote of a majority of the remaining directors
then in office, even though less than a quorum of the Board
of Directors, or by a sole remaining director, or as
otherwise provided in the By-laws. Any director elected in
accordance with the preceding sentence of this Section 3
shall hold office until the next annual meeting of
stockholders and until such director's successor shall have
been elected and qualified.
ARTICLE VI
Subject to the rights of the holders of any series
of Preferred Stock or Series Common Stock or any class or
series of stock having a preference over the Common Stock as
to dividends or upon liquidation, any action required or
permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting
of stockholders of the Corporation and may not be effected
by any consent in writing by such stockholders. Except as
otherwise required by law and subject to the rights of the
holders of any series of Preferred Stock or Series Common
Stock or any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation,
special meetings of stockholders of the Corporation may be
called only by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of
Directors or as otherwise provided in the By-laws of the
Corporation.
ARTICLE VII
In furtherance and not in limitation of the powers
conferred upon it by law, the Board of Directors is
expressly authorized to adopt, repeal, alter or amend the
By-laws of the Corporation by the vote of a majority of the
entire Board of Directors or such greater vote as shall be
specified in the By-laws of the corporation. In addition to
any requirements of law and any other provision of this
Restated Certificate of Incorporation or any resolution or
resolutions of the Board of Directors adopted pursuant to
Article IV of this Restated Certificate of Incorporation
(and notwithstanding the fact that a lesser percentage may
[NYCorpI987710.4:467SB:Ol/12/2000--1:06p]
8
be specified by law, this Restated Certificate of
Incorporation or any such resolution or resolutions), the
affirmative vote of the holders of 80% or more of the
combined voting power of the then outstanding shares of
Voting Stock, voting together as a single class, shall be
required for stockholders to adopt, amend, alter or repeal
any provision of the By-laws.
ARTICLE VIII
In addition to any requirements of law and any
other provisions of this Restated Certificate of
Incorporation or any resolution or resolutions of the Board
of Directors adopted pursuant to Article IV of this Restated
Certificate of Incorporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this
Restated Certificate of Incorporation or any such resolution
or resolutions), the affirmative vote of the holders of 80%
or more of the combined voting power of the then outstanding
shares of Voting Stock, voting together as a single class,
shall be required to amend, alter or repeal, or adopt any
provision inconsistent with, this Article VIII or Article
VII, or Section 5 of Article IV, of this Restated
Certificate of Incorporation. Subject to the foregoing
provisions of this Article VIII, the Corporation reserves
the right to amend, alter or repeal any provision contained
in this Restated Certificate of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights
conferred upon stockholders herein are subject to this
reservation.
ARTICLE IX
SECTION 1. To the fullest extent that the General
Corporation Law of the State of Delaware or any other law of
the State of Delaware as it exists or as it may hereafter be
amended permits the limitation or elimination of the
liability of directors, no director of the Corporation shall
be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.
No amendment to or repeal of this Article IX shall apply to
or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such
amendment or repeal.
SECTION 2. In addition to any requirements of law
and any other provisions of this Restated Certificate of
Incorporation or any resolution or resolutions of the Board
[NYCorp/987710.4:4675B:Ol!12!2000--1:06p]
9
of Directors adopted pursuant to Article IV of this Restated
Certificate of Incorporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this
Restated Certificate of Incorporation or any such resolution
or resolutions), the affirmative vote of the holders of 80%
or more of the combined voting power of the then outstanding
shares of Voting Stock, voting together as a single class,
shall be required to amend, alter or repeal, or adopt any
provision inconsistent with, this Article IX.
[NYCorp/987710.4:467SB:Ol/12/2000--1:06p]
10
[The provisions of the certificates of
designations filed with respect to Time Warner's Series E
Convertible Preferred Stock, Series F Convertible Preferred
Stock, Series I Convertible Preferred Stock, Series J
Convertible Preferred Stock, Series LMC Common Stock and
Series LMCN-V Common Stock will be incorporated into AOL
Time Warner Inc.'s Restated Certificate of Incorporation
mutatis mutandis. It being understood that the conversion
ratio with respect to each such series of Convertible
Preferred Stock shall be appropriately adjusted prior to the
Effective Time of the Mergers by multiplying the number of
shares issuable upon conversion of each share of each such
series of Convertible Preferred Stock by the Exchange
Ratio.]
[NYCorp:98771D.4:4675B:Dl!12!2DDD--l:D6p]
EXHIBIT D-2 TO THE
MERGER AGREEMENT
AOL TIME WARNER INC.
BY-LAWS
ARTICLE I
Offices
SECTION 1. Registered Office. The registered
office of AOL TIME WARNER INC. (hereinafter called the
Corporation) in the State of Delaware shall be at
1013 Centre Road, City of Wilmington, County of New Castle,
and the registered agent shall be Corporation Service
Company, or such other office or agent as the Board of
Directors of the Corporation (the "Board") shall from time
to time select.
SECTION 2. Other Offices. The Corporation may
also have an office or offices, and keep the books and
records of the Corporation, except as may otherwise be
required by law, at such Hother place or places, either
within or without the State of Delaware, as the Board may
from time to time determine or the business of the
Corporation may require.
ARTICLE II
Meetings of Stockholders
SECTION 1. Place of Meeting. All meetings of the
stockholders of the Corporation (the "stockholders") shall
be held seriatim (sequentially) in New York City, NY, Los
Angeles, CA, Atlanta, GA and Dulles, VA.
SECTION 2. Annual Meetings. The annual meeting
of the stockholders for the election of directors and for
the transaction of such other business as may properly corne
before the meeting shall be held on such date and at such
hour as shall from time to time be fixed by the Board. Any
previously scheduled annual meeting of the stockholders may
be postponed by action of the Board taken prior to the time
previously scheduled for such annual meeting of
stockholders.
SECTION 3. Special Meetings. Except as otherwise
required by law or the Restated Certificate of Incorporation
of the Corporation (the "Certificate") and subject to the
rights of the holders of any series of Preferred Stock or
Series Common Stock or any class or series of stock having a
preference over the Common Stock as to dividends or upon
dissolution, liquidation or winding up, special meetings of
[NYCorp;954809.8:4605B:Ol!lO!2000--3:45p]
2
the stockholders for any purpose or purposes may be called
by the Chief Executive Officer or a majority of the entire
Board. Only such business as is specified in the notice of
any special meeting of the stockholders shall come before
such meeting.
SECTION 4. Notice of Meetings. Except as
otherwise provided by law, notice of each meeting of the
stockholders, whether annual or special, shall be given not
less than 10 nor more than 60 days before the date of the
meeting to each stockholder of record entitled to notice of
the meeting. If mailed, such notice shall be deemed given
when deposited in the United States mail, postage prepaid,
directed to the stockholder at such stockholder's address as
it appears on the records of the Corporation. Each such
notice shall state the place, date and hour of the meeting,
and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Notice of any
meeting of stockholders shall not be required to be given to
any stockholder who shall attend such meeting in person or
by proxy without protesting, prior to or at the commencement
of the meeting, the lack of proper notice to such
stockholder, or who shall waive notice thereof as provided
in Article X of these By-laws. Notice of adjournment of a
meeting of stockholders need not be given if the time and
place to which it is adjourned are announced at such
meeting, unless the adjournment is for more than 30 days or,
after adjournment, a new record date is fixed for the
adjourned meeting.
SECTION 5. Ouorum. Except as otherwise provided
by law or by the Certificate, the holders of a majority of
the votes entitled to be cast by the stockholders entitled
to vote generally, present in person or by proxy, shall
constitute a quorum at any meeting of the stockholders;
provided, however, that in the case of any vote to be taken
by classes or series, the holders of a majority of the votes
entitled to be cast by the stockholders of a particular
class or series, present in person or by proxy, shall
constitute a quorum of such class.
SECTION 6. Adjournments. The chairman of the
meeting or the holders of a majority of the votes entitled
to be cast by the stockholders who are present in person or
by proxy may adjourn the meeting from time to time whether
or not a quorum is present. In the event that a quorum does
not exist with respect to any vote to be taken by a
particular class or series, the chairman of the meeting or
the holders of a majority of the votes entitled to be cast
by the stockholders of such class or series who are present
in person or by proxy may adjourn the meeting with respect
[RYCorp;954809.8:460SB:Ol/10/2000--):45p]
3
to the vote(s) to be taken by such class or series. At any
such adjourned meeting at which a quorum may be present, any
business may be transacted which might have been transacted
at the meeting as originally called.
SECTION 7. Order of Business. At each meeting of
the stockholders, the Chairman of the Board or, in the
absence of the Chairman of the Board, the Chief Ex~cutive
Officer or, in the absence of the Chairman of the Board and
the Chief Executive Officer, such person as shall be
selected by the Board shall act as chairman of the meeting.
The order of business at each such meeting shall be as
determined by the chairman of the meeting. The chairman of
the meeting shall have the right and authority to prescribe
such rules, regulations and procedures and to do all such
acts and things as are necessary or desirable for the proper
conduct of the meeting, including, without limitation, the
establishment of procedures for the maintenance of order and
safety, limitations on the time allotted to questions or
comments on the affairs of the Corporation, restrictions on
entry to such meeting after the time prescribed for the
commencement thereof, and the opening and closing of the
voting polls.
At any annual meeting of stockholders, only such
business shall be conducted as shall have been brought
before the annual meeting (i) by or at the direction of the
chairman of the meeting or (ii) by any stockholder who is a
holder of record at the time of the giving. of the notice
provided for in this Section 7, who is entitled to vote at
the meeting and who complies with the procedures set forth
in this Section 7.
For business properly to be brought before an
annual meeting by a stockholder, the stockholder must have
given timely notice thereof in proper written form to the
Secretary of the Corporation (the "Secretary"). To be
timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of
the Corporation not less than 90 days nor more than 120 days
prior to the first anniversary of the date of the
immediately preceding annual ~eetingi provided, however,
that in the event that the date of the annual meeting is
more than 30 days earlier or more than 60 days later than
such anniversary date, notice by the stockholder to be
timely must be so delivered or received not earlier than the
120th day prior to such annual meeting and not later than
the close of business on the later of the 90th day prior to
such annual meeting or the 10th day following the day on
which public announcement of the date of such meeting is
first made. To be in proper written form, a stockholder's
[NYCorpI954809.8:4605B:O~/~O/2000--3:45p]
4
notice to the Secretary shall set forth in writing as to
each matter the stockholder proposes to bring before the
annual meeting: (i) a brief description of the business
desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting;
(ii) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such
business; (iii) the class and number of shares of the
Corporation which are beneficially owned by. the stockholder;
(iv) any material interest of the stockholder in such
business; and (v) if the stockholder intends to solicit
proxies in support of such stockholder's proposal, a
representation to that effect. The foregoing notice
requirements shall be deemed satisfied by a stockholder if
the stockholder has notified the Corporation of his or her
intention to present a proposal at an annual meeting and
such stockholder's proposal has been included in a proxy
statement that has been prepared by management of the
Corporation to solicit proxies for such annual meeting;
provided, however, that if such stockholder does not appear
or send a qualified representative to present such proposal
at such annual meeting, the Corporation need not present
such proposal for a vote at such meeting, notwithstanding
that proxies in respect of such vote may have been received
by the Corporation. Notwithstanding anything in the By-laws
to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set
forth in this Section 7. The chairman of ~n annual meeting
may refuse to permit any business to be brought before an
annual meeting which fails to comply with the foregoing
procedures or, in the case of a stockholder proposal, if the
stockholder solicits proxies in support of such
stockholder's proposal without having made the
representation required by clause (v) of the second
preceding sentence.
SECTION 8. List of Stockholders. It shall be the
duty of the Secretary or other officer who has charge of the
stock ledger to prepare and make, at least 10 days before
each meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, arranged in
alphabetical order, and showing the address of each
stockholder and the number of shares registered in such
stockholder's name. Such list shall be produced and kept
available at the times and places required by law.
SECTION 9. Voting. Except as otherwise provided
by law or by the Certificate, each stockholder of record of
any series of Preferred Stock or Series Common Stock shall
be entitled at each meeting of stockholders to such number
of votes, if any, for each share of such stock as may be
[NYCorp;954809.8:460SB:Ol/10/2000--3:4Sp]
5
fixed in the Certificate or in the resolution or resolutions
adopted by the Board providing for the issuance of such
stock, and each stockholder of record of Common Stock shall
be entitled at each meeting of stockholders to one vote for
each share of such stock, in each case, registered in such
stockholder's name on the books of the Corporation:
(1) on the date fixed pursuant to Section 6 of
Article VII of these By-laws as the record date for the
determination of stockholders entitled to notice of and
to vote at such meeting; or
(2) if no such record date shall have been so
fixed, then at the close of business on the day next
preceding the day on which notice of such meeting is
given, or, if notice is waived, at the close of
business on the day next preceding the day on which the
meeting is held.
Each stockholder entitled to vote at any meeting
of stockholders may authorize not in excess of three persons
to act for such stockholder by proxy. Any such proxy shall
be delivered to the secretary of such meeting at or prior to
the time designated for holding such meeting, but in any
event not later than the time designated in the order of
business for so delivering such proxies. No such proxy
shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.
,
At each meeting of the stockholders, all corporate
actions to be taken by vote of the stockholders (except as
otherwise required by law and except as otherwise provided
in the Certificate or these By-laws) shall be authorized by
a majority of the votes cast by the stockholders entitled to
vote thereon who are present in person or represented by
proxy, and where a separate vote by class or series is
required, a majority of the votes cast by the stockholders
of such class or series who are present in person or
represented by proxy shall be the act of such class or
series.
Unless required by law or determined by the
chairman of the meeting to be advisable, the vote on any
matter, including the election of directors, need not be by
written ballot.
SECTION 10. Inspectors. The chairman of the
meeting shall appoint two or more inspectors to act at any
meeting of stockholders. Such inspectors shall perform such
duties as shall be required by law or specified by the
chairman of the meeting. Inspectors need not be
[NYCorp;954809.8:460SB:Ol!lO!2000--3:45p]
6
stockholders. No director or nominee for the office of
director shall be appointed such inspector.
SECTION 11. Public Announcements. For the
purpose of Section 7 of this Article II and Section 3 of
Article III, "public announcement" shall mean disclosure
(i) in a press release reported by the Dow Jones News
Service, Reuters Information Service or any similar or
successor news wire service or (ii) in a communication
distributed generally to stockholders and in a document
publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Sections 13, 14 or 15(d) of
the Securities Exchange Act of 1934 or any successor
provisions thereto.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The business and
affairs of the Corporation shall be managed by or under the
direction of the Board, which may exercise all such powers
of the Corporation and do all such lawful acts and things as
are not by law or by the Certificate directed or required to
be exercised or done by the stockholders.
SECTION 2. Number. Oualification and Election.
Except as otherwise fixed by or pursuant to the provisions
of Article IV of the Certificate relating to the rights of
the holders of any series of Preferred Stock or Series
Common Stock or any class or series of stock having
preference over the Common Stock as to dividends or upon
dissolution, liquidation or winding up, subject to
Section 15 of this Article III, the number of directors
constituting the Whole Board shall be determined from time
to time by the Board and shall initially be 16. The term
"Whole Board" shall mean the total number of authorized
directors, whether or not there exist any vacancies or
unfilled previously authorized directorships.
The directors, other than those who may be elected
by the holders of shares of any series of Preferred Stock or
Series Common Stock or any class or series of stock having a
preference over the Common Stock of the Corporation as to
dividends or upon dissolution, liquidation or winding up
pursuant to the terms of Article IV of the Certificate or
any resolution or resolutions providing for the issuance of
such stock adopted by the Board, shall be elected by the
stockholders entitled to vote thereon at each annual meeting
of the stockholders, and shall hold office until the next
[NYCorp,954809.8:460SB:Ol!lO!2000--3:4Sp]
7
annual meeting of stockholders and until each of their
successors shall have been duly elected and qualified.
Each director shall be at least 21 years of age.
Directors need not be stockholders of the Corporation.
In any election of directors, the persons
receiving a plurality of the votes cast, up to the number of
directors to be elected in such election, shall be deemed
elected.
A majority of the members of the Board shall be
persons determined by the Board to be eligible to be
classified as independent directors. In its determination
of a director's eligibility to be classified as an
independent director pursuant to this Section 2, the Board
shall consider, among such other factors as it may in any
case deem relevant, that the director: (i) has not been
employed by the Corporation as an executive officer within
the past three years; (ii) is not a paid adviser or
consultant to the Corporation and derives no financial
benefit from any entity as a result of advice or consultancy
provided to the Corporation by such entity; (iii) is not an
executive officer, director or significant stockholder of a
significant customer or supplier of the Corporation;
(iv) has no personal services contract with the Corporation;
(v) is not an executive officer or director of a tax-exempt
entity receiving a significant part of its annual
contributions from the Corporation; (vi) is not a member of
the immediate family of any director who is not considered
an independent director; and (vii) is free of any other
relationship that would interfere with the exercise of
independent judgment by such director.
SECTION 3. Notification of Nominations. Subject
to the rights of the holders of any series of Preferred
Stock or Series Common Stock or any class or series of stock
having a preference over the Common Stock as to dividends or
upon dissolution, liquidation or winding up, nominations for
the election of directors may be made by the Board or by any
stockholder who is a stockholder of record at the time of
giving of the notice of nomination provided for in this
Section 3 and who is entitled to vote for the election of
directors. Any stockholder of record entitled to vote for
the election of directors at a meeting may nominate persons
for election as directors only if timely written notice of
such stockholder's intent to make such nomination is given,
either by personal delivery or by United States mail,
postage prepaid, to the Secretary. To be timely, a
stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the
[NYCorpI954809.8:4605B:Ol/10/2000--3:45p]
8
Corporation (i) with respect to an election to be held at an
annual meeting of stockholders, not less than 90 nor more
than 120 days prior to the first anniversary of the date of
the immediately preceding annual meeting; provided, however,
that in the event that the date of the annual meeting is
more than 30 days earlier or more than 60 days later than
such anniversary date, notice by the stockholder to be
timely must be so delivered or received not earlier than the
120th day prior to such annual meeting and not later than
the close of business on the later of the 90th day prior to
such annual meeting or the 10th day following the day on
which public announcement of the date of such meeting is
first made and (ii) with respect to an election to be held
at a special meeting of stockholders for the election of
directors, not earlier than the 90th day prior to such
special meeting and not later than the close of business on
the later of the 60th day prior to such special meeting or
the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the
nominees to be elected at such meeting. Each such notice
shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that
the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description
of all arrangements or understandings between the
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder;
(d) such other information regarding each nominee proposed
by such stockholder as would have been required to be
included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each
nominee been nominated, or intended to be nominated, by the
Board; (e) the consent of each nominee to serve as a
director of the Corporation if so elected; and (f) if the
stockholder intends to solicit proxies in support of such
stockholder's nominee(s), a representation to that effect.
The chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the
foregoing procedure or if the stockholder solicits proxies
in favor of such stockholder's nominee(s) without having
made the representation required by the immediately
preceding sentence. Only such persons who are nominated in
accordance with the procedures set forth in this Section 3
shall be eligible to serve as directors of the Corporation.
Notwithstanding anything in the immediately
preceding paragraph of this Section 3 to the contrary, in
[NYCorp/954809.8:4605B:01/10/2000--3:45p]
9
the event that the number of directors to be elected to the
Board of Directors of the Corporation at an annual meeting
of stockholders is increased and there is no public
announcement naming all of the nominees for directors or
specifying the size of the increased Board of Directors made
by the Corporation at least 90 days prior to the first
anniversary of the date of the immediately preceding annual
meeting, a stockholder's notice required by this Section 3
shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if
it shall be delivered to or mailed to and received by the
secretary at the principal executive offices of the
Corporation not later than the close of business on the
10th day following the day on which such public announcement
is first made by the Corporation.
SECTION 4. Ouorum and Manner of Acting. Except
as otherwise provided by law, the Certificate or these By-
laws, a majority of the Whole Board shall constitute a
quorum for the transaction of business at any meeting of the
Board, and, except as so provided, the vote of a majority of
the directors present at any meeting at which a quorum is
present shall be the act of the Board. The chairman of the
meeting or a majority of the directors present may adjourn
the meeting to another time and place whether or not a
quorum is present. At any adjourned meeting at which a
quorum is present, any business may be transacted which
might have been transacted at the meeting as originally
called.
SECTION S. Place of Meeting. The Board may hold
its meetings at such place or places within or without the
State of Delaware as the Board may from time to time
determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.
SECTION 6. Regular Meetings. No fewer than six
regular meetings per year of the Board shall be held at such
times as the Board shall from time to time by resolution
determine, such meetings to be held seriatim (sequentially)
in New York City and Northern Virginia. If any day fixed
for a regular meeting shall be a legal holiday under the
laws of the place where the m~eting is to be held, the
meeting which would otherwise be held on that day shall be
held at the same hour on the next succeeding business day.
SECTION 7. Special Meetings. Special meetings of
the Board shall be held whenever called by the Chairman of
the Board, the Chief Executive Officer or by a majority of
the directors, and shall be held at such place, on such date
and at such time as he or they, as applicable, shall fix.
(NYCorp,954809.8:460SB:Ol/10/2000--3:4Sp]
10
SECTION 8. Notice of Meetings. Notice of regular
meetings of the Board or of any adjourned meeting thereof
need not be given. Notice of each special meeting of the
Board shall be given by overnight delivery service or mailed
to each director, in either case addressed to such director
at such director's residence or usual place of business, at
least two days before the day on which the meeting is to be
held or shall be sent to such director at such place by
telecopy or by electronic transmission or be given
personally or by telephone, not later than the day before
the meeting is to be held, but notice need not be given to
any director who shall, either before or after the meeting,
submit a signed waiver of such notice or who shall attend
such meeting without protesting, prior to or at its
commencement, the lack of notice to such director. Every
such notice shall state the time and place but need not
state the purpose of the meeting.
SECTION 9. Rules and Regulations. The Board may
adopt such rules and regulations not inconsistent with the
provisions of law, the Certificate or these By-laws for the
conduct of its meetings and management of the affairs of the
Corporation as the Board may deem proper.
SECTION 10. Participation in Meeting by Means of
Communications Equipment. Anyone or more members of the
Board or any committee thereof may participate in any
meeting of the Board or of any such commit~ee by means of
conference telephone or similar communications equipment by
means of which all persons participating in the meeting can
hear each other or as otherwise permitted by law, and such
participation in a meeting shall constitute presence in
person at such meeting.
SECTION 11. Action Without Meeting. Any action
required or permitted to be taken at any meeting of the
Board or any committee thereof may be taken without a
meeting if all of the members of the Board or of any such
committee consent thereto in writing or as otherwise
permitted by law and, if required by law, the writing or
writings are filed with the minutes or proceedings of the
Board or of such committee.
SECTION 12. Resignations. Any director of the
Corporation may at any time resign by giving written notice
to the Board, the Chairman of the Board, the Chief Executive
Officer or the Secretary. Such resignation shall take
effect at the time specified therein or, if the time be not
specified therein, upon receipt thereof; and, unless
otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
[NYCOrpI9S4S09.S:460SB:01/10/2000__3:4Sp]
11
SECTION 13. Vacancies. Subject to the rights of
the holders of any series of Preferred Stock or Series
Common Stock or any class or series of stock having a
preference over the Common Stock of the Corporation as to
dividends or upon dissolution, liquidation or winding up any
vacancies on the Board resulting from death, resignation,
removal or other cause shall only be filled by the Board,
and not by the stockholders, by the affirmative vote of a
majority of the remaining directors then in office, even
though less than a quorum of the Board, or by a sole
remaining director, and newly created directorships
resulting from any increase in the number of directors,
which increase shall be subject to Section 15 of this
Article III, shall only be filled by the Board, or if not so
filled, by the stockholders at the next annual meeting
thereof or at a special meeting called for that purpose in
accordance with Section 3 of Article II of these By-laws.
Any director elected in accordance with the preceding
sentence of this Section 13 shall hold office until the next
annual meeting of stockholders and until such director's
successor shall have been elected and qualified.
SECTION 14. Compensation. Each director, in
consideration of such person serving as a director, shall be
entitled to receive from the Corporation such amount per
annum and such fees (payable in cash or stock) for
attendance at meetings of the Board or of committees of the
Board, or both, as the Board shall from time to time
determine. In addition, each director shail be entitled to
receive from the Corporation reimbursement for the
reasonable expenses incurred by such person in connection
with the performance of such person's duties as a director.
Nothing contained in this Section shall preclude any
director from serving the Corporation or any of its
subsidiaries in any other capacity and receiving proper
compensation therefor.
SECTION 15. Certain Modifications. Notwith-
standing anything to the contrary contained in these
By-laws, the following actions taken either directly or
indirectly by the Board shall require the affirmative vote
of not less than 75% of the Whole Board: (i) any change in
the size of the Board; and (ii) any proposal to amend these
By-laws to be submitted to the stockholders of the
Corporation by the Board.
[NYCorp,9S4S09.S:460SB:Ol/10/2000--3:4Sp]
12
ARTICLE IV
Committees of the Board of Directors
SECTION 1. Establishment of Committees of the
Board of Directors: Election of Members of Committees of the
Board of Directors: Functions of Committees of the Board of
Directors.
(a) The Corporation shall have four standing
committees: the nominating and governance committee, the
audit and finance committee, the compensation committee and
the values and human development committee.
(b) The nominating and governance committee shall
have the following powers and authority: (i) evaluating and
recommending director candidates to the Board,
(ii) assessing Board performance not less frequently than
every three years, (iii) recommending director compensation
and benefits policy for the Corporation, (iv) reviewing
individual director performance as issues arise,
(v) evaluating and recommending candidates for Chief
Executive Officer to the Board and (vi) periodically
reviewing the Corporation's corporate governance profile.
None of the members of the nominating and governance
committee shall be an officer or full-time employee of the
Corporation or of any subsidiary or affiliate of the
Corporation.
(c) The audit and finance committee shall have
the following powers and authority: (i) employing
independent public accountants to audit the books of
account, accounting procedures and financial statements of
the Corporation and to perform such other duties from time
to time as the audit committee may prescribe, (ii) receiving
the reports and comments of the Corporation's internal
auditors and of the independent public accountants employed
by the committee and taking such action with respect thereto
as it deems appropriate, (iii) requesting the Corporation's
consolidated subsidiaries and affiliated companies to employ
independent public accountants to audit their respective
books of account, accounting procedures and financial
statements, (iv) requesting the independent public
accountants to furnish to the compensation committee the
certifications required under any present or future stock
option, incentive compensation or employee benefit plan of
the Corporation, (v) reviewing the adequacy of internal
financial controls, (vi) approving the accounting principles
employed in financial reporting, (vii) approving the
appointment or removal of the Corporation's general auditor,
(viii) reviewing the accounting principles employed in
[NYCorpJ9S4809.8:460SB:01/10/2000--3:4Sp]
13
financial reporting, (ix) reviewing and making
recommendations to the Board concerning the financial
structure and financial condition of the Company and its
subsidiaries, including annual budgets, long-term financial
plans, corporate borrowings, investments, capital
expenditures, long-term commitments and the issuance of
stock and (x) approving such matters that are consistent
with the general financial policies and direction from time
to time determined by the Board. None of the members of the
audit and finance committee shall be an officer or full-time
employee of the Corporation or of any subsidiary or
affiliate of the Corporation.
(d) The compensation committee shall have the
following powers and authority: (i) determining and fixing
the compensation for all senior officers of the Corporation
and its subsidiaries and divisions that the compensation
committee shall from time to time consider appropriate, as
well as all employees of the Corporation compensated at a
rate in excess of such amount per annum as may be fixed or
determined from time to time by the Board, (ii) performing
the duties of the committees of the Board provided for in
any present or future stock option, incentive compensation
or employee benefit plan of the Corporation and
(iii) reviewing the operations of and policies pertaining to
any present or future stock option, incentive compensation
or employee benefit plan of the Corporation that the
compensation committee shall from time to time consider
appropriate. None of the members of the compensation
committee shall be an officer or full-time employee of the
Corporation or of any subsidiary or affiliate of the
Corporation.
(e) The values and human development committee
shall have the following powers and authority:
(i) developing and articulating the Corporation'S core
values, commitments and social responsibilities, (ii)
developing strategies for ensuring the Corporation'S
involvement in the communities in which it does business;
(iii) establishing a strategy for developing its human
resources and leadership for the future; and (iv) finding
practical ways to increase workforce diversity at all levels
and to evaluate the Corporation'S performance in advancing
the goal of greater workforce diversity.
(f) Any modification to the powers and authority
of any committee shall require the affirmative vote of not
less than 75% of the Whole Board.
(g) In addition, the Board may, with the
affirmative vote of not less than 75% of the Whole Board and
[NYCorp,954809.8:4605B:Ol!lO!2000--3:45p]
14
in accordance with and subject to the General Corporation
Law of the State of Delaware, from time to time establish
additional committees of the Board to exercise such powers
and authorities of the Board, and to perform such other
functions, as the Board may from time to time determine.
(h) The Board may remove a director from a
committee, change the size of any committee or terminate any
committee or change the chairmanship of a committee only
with the affirmative vote of not less than 75% of the Whole
Board.
(i) The Board may designate one or more directors
as new members of any committee to fill any vacancy on a
committee and to fill a vacant chairmanship of a committee,
occurring as a result of a member or chairman leaving the
committee, whether through death, resignation, removal or
otherwise; provided that any such designation or any
designation by the Board of a director as an alternate
member of any committee in accordance with Section 141(c) (2)
of the Delaware General Corporation Law (the "DGCL") may
only be made with the affirmative vote of not less than
75% of the Whole Board.
SECTION 2. Procedure: Meetings: Ouorum. Regular
meetings of committees of the Board, of which no notice
shall be necessary, may be held at such times and places as
shall be fixed by resolution adopted by a majority of the
authorized members thereof. Special meetings of any
committee of the Board shall be called at the request of any
member thereof. Notice of each special meeting of any
committee of the Board shall be sent by overnight delivery
service, or mailed to each member thereof, in either case
addressed to such member at such member's residence or usual
place of business, at least two days before the day on which
the meeting is to be held or shall be sent to such member at
such place by telecopy or by electronic transmission or be
given personally or by telephone, not later than the day
before the meeting is to be held, but notice need not be
given to any member who shall, either before or after the
meeting, submit a signed waiver of such notice or who shall
attend such meeting without pLotesting, prior to or at its
commencement, the lack of such notice to such member. Any
special meeting of any committee of the Board shall be a
legal meeting without any notice thereof having been given,
if all the members thereof shall be present thereat and no
member shall protest the lack of notice to such member.
Notice of any adjourned meeting of any committee of the
Board need not be given. Any committee of the Board may
adopt such rules and regulations not inconsistent with the
provisions of law, the Certificate or these By-laws for the
[NYCorp/9S4809.8:460SB:Ol/10/2000__3:4Sp]
15
conduct of its meetings as such committee of the Board may
deem proper. A majority of the authorized members of any
committee of the Board shall constitute a quorum for the
transaction of business at any meeting, and the vote of a
majority of the members thereof present at any meeting at
which a quorum is present shall be the act of such
committee. Each committee of the Board shall keep written
minutes of its proceedings and shall report on such
proceedings to the Board.
ARTICLE V
Officers
SECTION 1. Number: Term of Office. The officers
of the Corporation shall be elected by the Board and shall
consist of: a Chairman of the Board, a Chief Executive
Officer, two Chief Operating Officers, a Chief Financial
Officer and one or more Vice Chairmen and Vice Presidents
(including, without limitation, Assistant, Executive, Senior
and Group Vice Presidents) and a Treasurer, Secretary and
Controller and such other officers or agents with such
titles and such duties as the Board may from time to time
determine, each to have such authority, functions or duties
as in these By-laws provided or as the Board may from time
to time determine, and each to hold office for such term as
may be prescribed by the Board and until such person's
successor shall have been chosen and shall" qualify, or until
such person's death or resignation, or until such person's
removal in the manner hereinafter provided. The Chairman of
the Board, the Chief Executive Officer and the Vice Chairmen
shall be elected from among the directors. One person may
hold the offices and perform the duties of any two or more
of said officers; provided, however, that no officer shall
execute, acknowledge or verify any instrument in more than
one capacity if such instrument is required by law, the
Certificate or these By-laws to be executed, acknowledged or
verified by two or more officers. The Board may require any
officer or agent to give security for the faithful
performance of such person's duties.
SECTION 2. Removal. Subject to Section 14 of
this Article V, any officer may be removed, either with or
without cause, by the Board at any meeting thereof called
for the purpose or, except in the case of any officer
elected by the Board or as provided in Section 4 of this
Article V, by any superior officer upon whom such power may
be conferred by the Board.
[NYCorp,954809.8:460SB:Ol/lO/2000--3:4Sp]
16
SECTION 3. Resignation. Any officer may resign
at any time by giving notice to the Board, the Chief
Executive Officer or the Sec~etary. Any such resignation
shall take effect at the date of receipt of such notice or
at any later date specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
SECTION 4. Chairman of the Board. The Chairman
of the Board shall be an officer of the Corporation, subject
to the control of the Board, and shall report directly to
the Board. The Chairman of the Board shall have supervisory
responsibility over the functional areas of global public
policy (particularly with respect to the Internet),
technology policy and future innovation, venture-type
investments and philanthropy, operating and discharging
those responsibilities with the assistance of the following
officers reporting directly to the Chairman of the Board:
Kenneth Novack, Kenneth Lerer, George Vradenburg and William
Raduchel and their successors (such officers to be appointed
and removed only with the Chairman of the Board's approval
or upon action of the Board), shall play an active role in
helping to build and lead the Corporation, working closely
with the Chief Executive Officer to set the Corporation'S
strategy, and shall be the co-spokesman for the Corporation
along with the Chief Executive Officer.
SECTION 5. Chief Executive Officer. The Chief
Executive Officer shall have general supe~ision and
direction of the business and affairs of the Corporation,
subject to the control of the Board and the provisions of
Section 4 of this Article V, and shall report directly to
the Board. The Chief Executive Officer shall, if present
and in the absence of the Chairman of the Board, preside at
meetings of the stockholders and of the Board.
SECTION 6. Chief Operating Officers. Each Chief
Operating Officer shall perform such senior duties in
connection with the operations of the Corporation as the
Board or the Chief Executive Officer shall from time to time
determine, and shall report directly to the Chief Executive
Officer. Each Chief Operating Officer, shall, when
requested, counsel with and advise the other officers of the
Corporation and shall perform such other duties as may be
agreed with the Chief Executive Officer or as the Board may
from time to time determine.
SECTION 7. Vice Chairman. The Vice Chairman
shall, when requested, counsel with and advise the other
officers of the Corporation and shall perform such other
[NYCorpI954809.8:460SB:Ol!lO!2000--3:4Sp]
17
duties as he may agree with the Chief Executive Officer or
as the Board may from time to time determine.
SECTION 8. Chief Financial Officer. The Chief
Financial Officer shall perform all the powers and duties of
the office of the chief financial officer and in general
have overall supervision of the financial operations of the
Corporation. The Chief Financial Officer shall, when
requested, counsel with and advise the other officers of the
Corporation and shall perform such other duties as he may
agree with the Chief Executive Officer or as the Board may
from time to time determine. The Chief Financial Officer
shall report directly to the Chief Executive Officer.
SECTION 9. Vice-Presidents. Any Vice-President
shall have such powers and duties as shall be prescribed by
his superior officer or the Board. A Vice President shall,
when requested, counsel with and advise the other officers
of the Corporation and shall perform such other duties as he
may agree with the Chief Executive Officer or as the Board
may from time to time determine. A Vice-President need not
be an officer of the Corporation.
SECTION 10. Treasurer. The Treasurer, if one
shall have been elected, shall supervise and be responsible
for all the funds and securities of the Corporation; the
deposit of all moneys and other valuables to the credit of
the Corporation in depositories of the Co~oration;
borrowings and compliance with the provisions of all
indentures, agreements and instruments governing such
borrowings to which the Corporation is a party; the
disbursement of funds of the Corporation and the investment
of its funds; and in general shall perform all of the duties
incident to the office of the Treasurer. The Treasurer
shall, when requested, counsel with and advise the other
officers of the Corporation and shall perform such other
duties as he may agree with the Chief Executive Officer or
as the Board may from time to time determine.
SECTION 11. Controller. The Controller shall be
the chief accounting officer of the Corporation. The
Controller shall, when requested, counsel with and advise
the other officers of the COr?oration and shall perform such
other duties as he may agree with the Chief Executive
Officer or the Chief Financial Officer or as the Board may
from time to time determine.
SECTION 12. Secretary. It shall be the duty of
the Secretary to act as secretary at all meetings of the
Board, of the committees of the Board and of the
stockholders and to record the proceedings of such meetings
[NYCorp,954809.8:4605B:O~/~O/2000--3:45p]
18
in a book or books to be kept for that purpose; the
Secretary shall see that all notices required to be given by
the Corporation are duly given and served; the Secretary
shall be custodian of the seal of the Corporation and shall
affix the seal or cause it to be affixed to all certificates
of stock of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile, as
hereinafter provided) and to all documents, the execution of
which on behalf of the Corporation under its seal is duly
authorized in accordance with the provisions of these By-
laws; the Secretary shall have charge of the books, records
and papers of the Corporation and shall see that the
reports, statements and other documents required by law to
be kept and filed are properly kept and filed; and in
general shall perform all of the duties incident to the
office of Secretary. The Secretary shall, when requested,
counsel with and advise the other officers of the
Corporation and shall perform such other duties as he may
agree with the Chief Executive Officer or as the Board may
from time to time determine.
SECTION 13. Assistant Treasurers and Assistant
Secretaries. Any Assistant Treasurers and Assistant
Secretaries shall perform such duties as shall be assigned
to them by the Board. Any Assistant Treasurer or Assistant
Secretary shall perform such duties as shall be assigned to
them by the Treasurer or Secretary, respectively, or by the
Chief Executive Officer.
SECTION 14. Certain Actions. Notwithstanding
anything to the contrary contained in these By-laws, until
December 31, 2003: (i) the removal of Gerald M. Levin from
the office of Chief Executive Officer, any modification to
the provisions of his employment contract which provide for
his term of office or any modification to the role, duties,
authority or reporting line of the Chief Executive Officer
and (ii) the removal of Stephen M. Case from the office of
Chairman of the Board, any modification to the role, duties,
authority or reporting line of the Chairman of the Board,
each shall require the affirmative vote of 75% of the Whole
Board. From and after the end of the period set forth in
the preceding sentence, any of the actions set forth in the
immediately preceding sentence may be taken upon the
affirmative vote of the number of directors which shall
constitute, under the terms of these By-laws, the action of
the Board.
[NYCorpI9S4809.8:460SB:Ol/10/2000--3:45p)
19
ARTICLE VI
Indemnification
SECTION 1. Right to Indemnification. The
Corporation, to the fullest extent permitted or required by
Delaware General Corporation Law or other applicable law, as
the same exists or may hereafter be amended (but, in the
case of any such amendment and unless applicable law
otherwise requires, only to the extent that such amendment
permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide
prior to such amendment), shall indemnify and hold harmless
any person who is or was a director or officer of the
Corporation and who is or was involved in any manner
(including, without limitation, as a party or a witness) or
is threatened to be made so involved in any threatened,
pending or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, any action,
suit or proceedings by or in the right of the Corporation to
procure a judgment in its favor) (a "Proceeding") by reason
of the fact that such person is or was a director, officer,
employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including, without
limitation, any employee benefit plan) (a "Covered Entity")
against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such Proceeding;
provided, however, that the foregoing shall not apply to a
director or officer of the Corporation with respect to a
Proceeding that was commenced by such director or officer
unless the proceeding was commenced after a Change in
Control (as hereinafter defined in Section 4(e) of this
Article). Any director or officer of the Corporation
entitled to indemnification as provided in this Section 1 is
hereinafter called an "Indemnitee". Any right of an
Indemnitee to indemnification shall be a contract right and
shall include the right to receive, prior to the conclusion
of any Proceeding, payment of any expenses incurred by the
Indemnitee in connection with such proceeding, consistent
with the provisions of applicable law as then in effect and
the other provisions of this Article.
SECTION 2. Insurance. Contracts and Funding. The
Corporation may purchase and maintain insurance to protect
itself and any director, officer, employee or agent of the
Corporation or of any Covered Entity against any expenses,
judgments, fines and amounts paid in settlement as specified
[NYCorp,954809.8:4605B:Ol!lO!2000--3:45p]
20
in Section 1 of this Article or incurred by any such
director, officer, employee or agent in connection with any
Proceeding referred to in Section 1 of this Article, whether
or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under
the DGCL. The Corporation may enter into contracts with any
director, officer, employee or agent of the Corporation or
of any Covered Entity in furtherance of the provisions of
this Article and may create a trust fund, grant a security
interest or use other means (including, without limitation,
a letter of credit) to ensure the payment of such amounts as
may be necessary to effect indemnification as provided or
authorized in this Article.
SECTION 3. Indemnification Not Exclusive Right.
The right of indemnification provided in this Article shall
not be exclusive of any other rights to which an Indemnitee
may otherwise be entitled, and the provisions of this
Article shall inure to the benefit of the heirs and legal
representatives of any Indemnitee under this Article and
shall be applicable to Proceedings commenced or continuing
after the adoption of this Article, whether arising from
acts or omissions occurring before or after such adoption.
SECTION 4. Advancement of E~enses: Procedures:
Presumptions and Effect of Certain Proceedings: Remedies.
In furtherance, but not in limitation of the foregoing
provisions, the following procedures, presumptions and
remedies shall apply with respect to advancement of expenses
and the right to indemnification under this Article:
(a) Advancement of E~enses. All reasonable
expenses (including attorneys' fees) incurred by or on
behalf of the Indemnitee in connection with any
Proceeding shall be advanced to the Indemnitee by the
Corporation within 20 days after the receipt by the
Corporation of a statement or statements from the
Indemnitee requesting such advance or advances from
time to time, whether prior to or after final
disposition of such Proceeding. Such statement or
statements shall reasonably evidence the expenses
incurred by the Indemnitee and, if required by law at
the time of such advance, shall include or be
accompanied by an undertaking by or on behalf of the
Indemnitee to repay the amounts advanced if ultimately
it should be determined that the Indemnitee is not
entitled to be indemnified against such expenses
pursuant to this Article.
(b) Procedure for Determination of Entitlement to
Indemnification. (i) To obtain indemnification under
[NYCorp,954809.8:460SB:Ol/10/2000--3:45p]
21
this Article, an Indemnitee shall submit to the
Secretary a written request, including such
documentation and information as is reasonably
available to the Indemnitee and reasonably necessary to
determine whether and to what extent the Indemnitee is
entitled to indemnification {the "Supporting
Documentation"}. The determination of the Indemnitee's
entitlement to indemnification shall be made not later
than 60 days after receipt by the Corporation of the
written request for indemnification together with the
Supporting Documentation. The Secretary shall,
promptly upon receipt of such a request for
indemnification, advise the Board in writing that the
Indemnitee has requested indemnification.
{ii} The Indemnitee's entitlement to
indemnification under this Article shall be determined
in one of the following ways: {A} by a majority vote
of the Disinterested Directors {as hereinafter defined
in Section 4{e} of this Article}, whether or not they
constitute a quorum of the Board, or by a committee of
Disinterested Directors designated by a majority vote
of the Disinterested Directors; {B} by a written
opinion of Independent Counsel (as hereinafter defined
in Section 4{e) of this Article) if (x) a Change in
Control {as hereinafter defined in Section 4{e} of this
Article) shall have occurred and the Indemnitee so
requests or (y) there are no Disinterested Directors or
a majority of such Disinterested Directors so directs;
{C} by the stockholders of the Corporation; or (D) as
provided in Section 4{c) of this Article.
(iii) In the event the determination of
entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 4{b) {ii} of
this Article, a majority of the Disinterested Directors
shall select the Independent Counsel, but only an
Independent Counsel to which the Indemnitee does not
reasonably object; provided, however, that if a Change
in Control shall have occurred, the Indemnitee shall
select such Independent Counsel, but only an
Independent Counsel to which a majority of the
Disinterested Directors does not reasonably object.
{c} Presumptions and Effect of Certain
Proceedings. Except as otherwise expressly provided in
this Article, if a Change in Control shall have
occurred, the Indemnitee shall be presumed to be
entitled to indemnification under this Article (with
respect to actions or omissions occurring prior to such
Change in Control) upon submission of a request for
[NYCorp,954809.8:4605B:01!10!2000--3:45p]
22
indemnification together with the Supporting
Documentation in accordance with Section 4(b) (i) of
this Article, and thereafter the Corporation shall have
the burden of proof to overcome that presumption in
reaching a contrary determination. In any event, if
the person or persons empowered under Section 4(b) of
this Article to determine entitlement to
indemnification shall not have been appointed or shall
not have made a determination within 60 days after
receipt by the Corporation of the request therefor,
together with the Supporting Documentation, the
Indemnitee shall be deemed to be, and shall be,
entitled to indemnification unless {A) the Indemnitee
misrepresented or failed to disclose a material fact in
making the request for indemnification or in the
Supporting Documentation or (B) such indemnification is
prohibited by law. The termination of any Proceeding
described in Section 1 of this Article, or of any
claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself,
adversely affect the right of the Indemnitee to
indemnification or create a presumption that the
Indemnitee did not act in good faith and in a manner
which the Indemnitee reasonably believed to be in or
not opposed to the best interests of the Corporation
or, with respect to any criminal proceeding, that the
Indemnitee had reasonable cause to believe that such
conduct was unlawful. .
(d) Remedies of Indemnitee. (i) In the event
that a determination is made pursuant to Section 4(b)
of this Article that the Indemnitee is not entitled to
indemnification under this Article, (A) the Indemnitee
shall be entitled to seek an adjudication of
entitlement to such indemnification either, at the
Indemnitee's sole option, in (x) an appropriate court
of the State of Delaware or any other court of
competent jurisdiction or (y) an arbitration to be
conducted by a single arbitrator pursuant to the rules
of the American Arbitration Association; (B) any such
judicial proceeding or aroitration shall be de novo and
the Indemnitee shall not be prejudiced by reason of
such adverse determination; and (C) if a Change in
Control shall have occurred, in any such judicial
proceeding or arbitration, the Corporation shall have
the burden of proving that the Indemnitee is not
entitled to indemnification under this Article (with
respect to actions or omissions occurring prior to such
Change in Control) .
[NYCorpI9S4809.8:460SB:Ol!lO!2000--3:4Sp]
23
(ii) If a determination shall have been made
or deemed to have been made, pursuant to Section 4(b)
or (c) of this Article, that the Indemnitee is entitled
to indemnification, the Corporation shall be obligated
to pay the amounts constituting such indemnification
within five days after such determination has been made
or deemed to have been made and shall be conclusively
bound by such determination unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in
making the request for indemnification or in the
Supporting Documentation or (B) such indemnification is
prohibited by law. In the event that (X) advancement
of expenses is not timely made pursuant to Section 4(a)
of this Article or (Y) payment of indemnification is
not made within five days after a determination of
entitlement to indemnification has been made or deemed
to have been made pursuant to Section 4(b) or (c) of
this Article, the Indemnitee shall be entitled to seek
judicial enforcement of the Corporation's obligation to
pay to the Indemnitee such advancement of expenses or
indemnification. Notwithstanding the foregoing, the
Corporation may bring an action, in an appropriate
court in the State of Delaware or any other court of
competent jurisdiction, contesting the right of the
Indemnitee to receive indemnification hereunder, due to
the occurrence of an event described in sub-clause (A)
or (B) of this clause (ii) (a "Disqualifying Event");
provided, however, that in any such action the
Corporation shall have the burden of proving the
occurrence of such Disqualifying Event.
(iii) The Corporation shall be precluded from
asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 4(d) that the
procedures and presumptions of this Article are not
valid, binding and enforceable and shall stipulate in
any such court or before any such arbitrator that the
Corporation is bound by all the provisions of this
Article.
(iv) In the event that the Indemnitee,
pursuant to this Section 4(d), seeks a judicial
adjudication of or an award in arbitration to enforce
rights under, or to recover damages for breach of, this
Article, the Indemnitee shall be entitled to recover
from the Corporation, and shall be indemnified by the
Corporation against, any expenses actually and
reasonably incurred by the Indemnitee if the Indemnitee
prevails in such judicial adjudication or arbitration.
If it shall be determined in such judicial adjudication
or'arbitration that the Indemnitee is entitled to
[NYCorp,9S4809.8:460SB:O~/~O/2000--3:4Sp]
24
receive part but not all of the indemnification or
advancement of expenses sought, the expenses incurred
by the Indemnitee in cc~ection with such judicial
adjudication or arbitration shall be prorated
accordingly.
(e) Definitions. For purposes of this Section 4:
(i) "Authorized Officer" means anyone of
the Chief Executive Officer, any Chief Operating
Officer, the Chief Financial Officer, any Vice
President or the Secretary of the Corporation.
(ii) "Change in Control" means the occurrence
of any of the following (w) any merger or consolidation
of the Corporation in which the Corporation is not the
continuing or surviving corporation or pursuant to
which shares of the Corporation's Common Stock would be
converted into cash, securities or other property,
other than a merger of the Corporation in which the
holders of the Corporation's Common Stock immediately
prior to the merger have the same proportionate
ownership of common stock of the surviving corporation
immediately after the merger, (x) any sale, lease,
exchange or other transfer (in one transaction or a
series of related transactions) of all, or
substantially all, the assets of the Corporation, or
the liquidation or dissolution of the Corporation or
(y) during any period of two consecutive years,
individuals who at the beginning of such period who
shall have constituted the entire Board shall have
ceased for any reason to constitute a majority thereof
unless the election, or the nomination for election by
the Corporation's stockholders, of each new director
shall have been approved by a vote of at least two-
thirds of the directors then still in office who were
directors at the beginning of the period.
(iii) "Disinterested Director" means a
director of the Corporation who is not or was not a
party to the Proceeding in respect of which
indemnification is sought by the Indemnitee.
(iv) "Independent Counsel" means a law firm
or a member of a law firm that neither presently is,
nor in the past five years has been, retained to
represent: (x) the Corporation or the Indemnitee in
any matter material to either such party or (y) any
other party to the Proceeding giving rise to a claim
for indemnification under this Article.
Notwithstanding the foregoing, the term "Independent
[NYCorp,954S09.S:460SB:Ol/10/2000__3:45p]
25
Counsel" shall not include any person who, under the
applicable standards of professional conduct then
prevailing under the law of the State of Delaware,
would have a conflict of interest in representing
either the Corporation or the Indemnitee in an action
to determine the Indemnitee's rights under this
Article.
SECTION 5. Severability. If any provision or
provisions of this Article shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (a) the
validity, legality and enforceability of the remaining
provisions of this Article (including, without limitation,
all portions of any paragraph of this Article containing any
such provision held to be invalid, illegal or unenforceable,
that are not themselves invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and
(b) to the fullest extent possible, the provisions of this
Article (including, without limitation, all portions of any
paragraph of this Article containing any such provision held
to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or enforceable) shall be
construed so as to give effect to the intent manifested by
the provision held invalid, illegal or unenforceable.
SECTION 6. Indemnification of Employees Serving
as Directors. The Corporation, to the fullest extent of the
provisions of this Article with respect to the
indemnification of directors and officers of the
Corporation, shall indemnify any person who is or was an
employee of the Corporation and who is or was involved in
any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any
threatened, pending or completed Proceeding by reason of the
fact that such employee is or was serving (a) as a director
of a corporation in which the Corporation had at the time of
such service, directly or indirectly, a 50 percent or
greater equity interest (a "Subsidiary Director") and (b) at
the written request of an Authorized Officer, as a director
of another corporation in which the Corporation had at the
time of such service, directly or indirectly, a less than
SO percent equity interest (or no equity interest at all) or
in a capacity equivalent to t~at of a director for any
partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan)
in which the Corporation has an interest (a "Requested
Employee"), against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such Subsidiary Director
or Requested Employee in connection with such Proceeding.
The Corporation may also advance expenses incurred by any
[NYCorpI954809.8:4605B:O~/~O/2000--3:45p]
26
such Subsidiary Director or Requested Employee in connection
with any such Proceeding, consistent with the provisions of
this Article with respect to the advancement of expenses of
directors and officers of the Corporation.
SECTION 7. Indemnification of Employees and
Agents. Notwithstanding any other provision or provisions
of this Article, the Corporation, to the fullest extent of
the provisions of this Article with respect to the
indemnification of directors and officers of the
Corporation, may indemnify any person other than a director
or officer of the Corporation, a Subsidiary Director or a
Requested Employee, who is or was an employee or agent of
the Corporation and who is or was involved in any manner
(including, without limitation, as a party or a witness) or
is threatened to be made so involved in any threatened,
pending or completed Proceeding by reason of the fact that
such person is or was a director, officer, employee or agent
of a Covered Entity against all expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person
in connection with such Proceeding. The Corporation may
also advance expenses incurred by such employee or agent in
connection with any such Proceeding, consistent with the
provisions of this Article with respect to the advancement
of expenses of directors and officers of the Corporation.
ARTICLE VII
Capital Stock
SECTION 1. Certificates for Shares. The shares
of stock of the Corporation shall be represented by
certificates, or shall be uncertificated shares that may be
evidenced by a book-entry system maintained by the registrar
of such stock, or a combination of both. To the extent that
shares are represented by certificates, such certificates
whenever authorized by the Board, shall be in such form as
shall be approved by the Board. The certificates
representing shares of stock of each class shall be signed
by, or in the name of, the Corporation by the Chairman of
the Board, the Chief Executive Officer or any Vice-President
and by the Secretary or any Assistant Secretary or the
Treasurer or any Assistant Treasurer of the Corporation, and
sealed with the seal of the Corporation, which may be a
facsimile thereof. Any or all such signatures may be
facsimiles if countersigned by a transfer agent or
registrar. Although any officer, transfer agent or
registrar whose manual or facsimile signature is affixed to
such a certificate ceases to be such officer, transfer agent
[NYCorp;954809.8:460SB:Ol!lO!2000--3:45p]
27
or registrar before such certificate has been issued, it may
nevertheless be issued by the Corporation with the same
effect as if such officer, transfer agent or registrar were
still such at the date of its issue.
The stock ledger and blank share certificates
shall be kept by the Secretary or by a transfer agent or by
a registrar or by any other officer or agent designated by
the Board.
SECTION 2. Transfer of Shares. Transfers of
shares of stock of each class of the Corporation shall be
made only on the books of the Corporation upon authorization
by the registered holder thereof, or by such holder's
attorney thereunto authorized by a power of attorney duly
executed and filed with the Secretary or a transfer agent
for such stock, if any, and if such shares are represented
by a certificate, upon surrender of the certificate or
certificates for such shares properly endorsed or
accompanied by a duly executed stock transfer power (or by
proper evidence of succession, assignment or authority to
transfer) and the payment of any taxes thereon; provided,
however, that the Corporation shall be entitled to recognize
and enforce any lawful restriction on transfer. The person
in whose name shares are registered on the books of the
Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation; provided, however, that
whenever any transfer of shares shall be made for collateral
security and not absolutely, and written notice thereof
shall be given to the Secretary or to such transfer agent,
such fact shall be stated in the entry of the transfer. No
transfer of shares shall be valid as against the
Corporation, its stockholders and creditors for any purpose,
except to render the transferee liable for the debts of the
Corporation to the extent provided by law, until it shall
have been entered in the stock records of the Corporation by
an entry showing from and to whom transferred.
SECTION 3. Registered Stockholders and Addresses
of Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its
records as the owner of shares of stock to receive dividends
and to vote as such owner, shall be entitled to hold liable
for calls and assessments a person registered on its records
as the owner of shares of stock, and shall not be bound to
recognize any equitable or other claim to or interest in
such share or shares of stock on the part of any other
person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of
Delaware.
INYCOrpI954809.8:4605B:Ol/10/2000--3:45p]
28
Each stockholder shall designate to the Secretary
or transfer agent of the Corporation an address at which
notices of meetings and all other corporate notices may be
given to such person, and, if any stockholder shall fail to
designate such address, corporate notices may be given to
such person by mail directed to such person at such person's
post office address, if any, as the same appears on the
stock record books of the Corporation or at such person's
last known post office address.
SECTION 4. Lost. Destroyed and Mutilated
Certificates. The holder of any certificate representing
any shares of stock of the Corporation shall immediately
notify the Corporation of any loss, theft, destruction or
mutilation of such certificate; the Corporation may issue to
such holder a new certificate or certificates for shares,
upon the surrender of the mutilated certificate or, in the
case of loss, theft or destruction of the certificate, upon
satisfactory proof of such loss, theft or destruction; the
Board, or a committee designated thereby, or the transfer
agents and registrars for the stock, may, in their
discretion, require the owner of the lost, stolen or
destroyed certificate, or such person's legal
representative, to give the Corporation a bond in such sum
and with such surety or sureties as they may direct to
indemnify the Corporation and said transfer agents and
registrars against any claim that may be made on account of
the alleged loss, theft or destruction of ~ny such
certificate or the issuance of such new certificate.
SECTION 5. Regulations. The Board may make such
additional rules and regulations as it may deem expedient
concerning the issue, transfer and registration of
certificated or uncertificated shares of stock of each class
of the Corporation and may make such rules and take such
action as it may deem expedient concerning the issue of
certificates in lieu of certificates claimed to have been
lost, destroyed, stolen or mutilated.
SECTION 6. Fixing Date for Determination of
Stockholders of Record. In order that the Corporation may
determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend or other
distribution or allotment or any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which
shall not be more than 60 nor less than 10 days before the
date of such meeting, nor more than 60 days prior to any
other action. A determination of stockholders entitled to
[NYCorp;9S4809.8:460SB:Ol/10/2000-_3:4Sp]
29
notice of or to vote at a meeting of the stockholders shall
apply to any adjournment of the meeting; provided, however,
that the Board may fix a new record date for the adjourned
meeting.
SECTION 7. Transfer Agents and Registrars. The
Board may appoint, or authorize any officer or officers to
appoint, one or more transfer agents and one or more
registrars.
ARTICLE VIII
Seal
The Board shall provide a suitable corporate seal,
which shall be in the form of a circle and shall bear the
full name of the Corporation and shall be in the charge of
the Secretary. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other
manner reproduced.
ARTICLE IX
Fiscal Year
The fiscal year of the Corporation shall end on
..
the 31st day of December in each year.
ARTICLE X
waiver of Notice
Whenever any notice whatsoever is required to be
given by these By-laws, by the Certificate or by law, the
person entitled thereto may, either before or after the
meeting or other matter in respect of which such notice is
to be given, waive such notice in writing or as otherwise
permitted by law, which shall be filed with or entered upon
the records of the meeting or the records kept with respect
to such other matter, as the case may be, and in such event
such notice need not be given to such person and such waiver
shall be deemed equivalent to such notice.
[NYCorp/9S4809.8:460SB:Ol/10/2000--3:45p]
30
ARTICLE XI
Amendments
These By-laws may be altered, amended or repealed,
in whole or in part, or new By-laws may be adopted by the
stockholders or by the Board at any meeting thereof;
provided, however, that notice of such alteration,
amendment, repeal or adoption of new By-laws is contained in
the notice of such meeting of stockholders or in the notice
of such meeting of the Board and, in the latter case, such
notice is given not less than twenty-four hours prior to the
meeting. Unless a higher percentage is required by the
Certificate, all such amendments must be approved by either
the holders of eighty percent (80%) of the outstanding
shares of Voting Stock, voting as a single class, or by a
majority of the Board; provided, however, that,
notwithstanding the foregoing, until December 31, 2003, the
Board may not alter, amend or repeal, or adopt new By-laws
in conflict with, or recommend any such action to
stockholders, (i) any provision of these By-laws which
requires a 75% vote of the Whole Board for action to be
taken thereunder or (ii) this Article XI, without the
affirmative vote of not less than 75% of the Whole Board.
ARTICLE XII
Miscellaneous
SECTION 1. Execution of Documents. The Board or
any committee thereof shall designate the officers,
employees and agents of the Corporation who shall have power
to execute and deliver deeds, contracts, mortgages, bonds,
debentures, notes, checks, drafts and other orders for the
payment of money and other documents for and in the name of
the Corporation and may authorize (including authority to
redelegate) by written instrument to other officers,
employees or agents of the Corporation. Such delegation may
be by resolution or otherwise and the authority granted
shall be general or confined to specific matters, all as the
Board or any such committee may determine. In the absence
of such designation referred to in the first sentence of
this Section, the officers of the Corporation shall have
such power so referred to, to the extent incident to the
normal performance of their duties.
SECTION 2. Deposits. All funds of the
Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation or otherwise
as the Board or any committee thereof or any officer of the
[NYCorp,9S4809.8:460SB:Ol/10/2000--3:4Sp]
31
Corporation to whom power in respect of financial operations
shall have been delegated by the Board or any such committee
or in these By-laws shall select.
SECTION 3. Checks. All checks, drafts and other
orders for the payment of money out of the funds of the
Corporation, and all notes or other evidences of
indebtedness of the Corporation, shall be signed on behalf
of the Corporation in such manner as shall from time to time
be determined by resolution of the Board or of any committee
thereof or by any officer of the Corporation to whom power
in respect of financial operations shall have been delegated
by the Board or any such committee thereof or as set forth
in these By-laws.
SECTION 4. Proxies in Respect of Stock or Other
Securities of Other Co~orations. The Board or any
committee thereof shall designate the officers of the
Corporation who shall have authority from time to time to
appoint an agent or agents of the Corporation to exercise in
the name and on behalf of the Corporation the powers and
rights which the Corporation may have as the holder of stock
or other securities in any other corporation or other
entity, and to vote or consent in respect of such stock or
securities; such designated officers may instruct the person
or persons so appointed as to the manner of exercising such
powers and rights; and such designated officers may execute
or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal, or otherwise, such
written proxies, powers of attorney or other instruments as
they may deem necessary or proper in order that the
Corporation may exercise its said powers and rights.
SECTION 5. Subject to Law and Certificate of
Inco~oration. All powers, duties and responsibilities
provided for in these By-laws, whether or not explicitly so
qualified, are qualified by the provisions of the
Certificate and applicable laws.
[NYCorp;954809.8:460SB:Ol!lO!2000--3:4Sp]
EXHIBIT 6.11
[FORM OF AFFILIATE LETTER]
,200-
[Holdco]
[Address]
Ladies and Gentlemen:
Pursuant to the terms of the Agreement and Plan of Merger, dated as of January
10,2000 (the "Merger Agreement"), between America Online, Inc. ("America Online") and
Time Warner Inc. ("Time Warner"), a subsidiary of a newly organized Delaware corporation
("Holdco") will merge with and into America Online with America Online surviving as a wholly
owned subsidiary of Holdco, and another subsidiary of Holdco will merge with and into Time
Warner with Time Warner surviving as a wholly owned subsidiary of Holdco (the "Mergers").
Capitalized terms used herein and not defined have the meanings assigned to them in the Merger
Agreement. .
The undersigned has been advised that as of the date the Mergers are submitted to
stockholders of America Online or Time Warner, as applicable, for approval, the undersigned
may be an "affiliate" of America Online or Time Warner, as applicable, as the term is defmed for
purposes of paragraphs (c) and (d) of Rule 145 of the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities Act"), although
nothing contained herein shall be construed as an admission of such fact, or as a waiver of any
rights that the undersigned may have to object to any claim that the undersigned is such an
affiliate on or after the date of this letter.
As a result of the Mergers, the undersigned may receive Holdco Capital Stock or
Time Warner Converted Options or America Online Converted Options (collectively, "Holdco
Securities"). In respect of shares of Holdco Capital Stock, the undersigned would receive such
shares in exchange for shares owned by the undersigned of Time Warner Capital Stock or
America Online Common Stock, as applicable. In respect of the options, the undersigned would
receive such options in exchange for options held by the undersigned under the Time Warner
Stock Option Plans or the America Online Stock Option Plans.
003780-0007-08143-A01BD5X2-AGR
The undersigned hereby represents, warrants and covenants with and to Holdco
that in the event the undersigned receives any Holdco Capital Stock as a result of either Merger:
(A) The undersigned will not sell, transfer or otherwise dispose of such
Holdco Capital Stock unless (i) such sale, transfer or other disposition has been registered
under the Securities Act, (ii) such sale, transfer or other disposition is made in conformity
with the provisions of Rule 145 under the Securities Act (as such rule may hereafter from
time to time be amended), or (iii) in the opinion of counsel in form and substance
reasonably satisfactory to Holdco, or under a "no-action" or interpretive letter obtained by
the undersigned from the Commission specifically issued with respect to a transaction to
be engaged in by the undersigned, such sale, transfer or other disposition will not violate
or is otherwise exempt from registration under the Securities Act.
(B) The undersigned understands that Holdco is under no obligation to register
the sale, transfer or other disposition of shares of Hold co Capital Stock by the
undersigned or on the undersigned's behalf under the Securities Act or to take any other
action necessary in order to make compliance with an exemption from such registration
available solely as a result of the Mergers.
(C) The undersigned understands and agrees that this letter agreement shall
apply to all shares of the capital stock of Time Warner and America Online that are
deemed to be beneficially owned by the undersigned pursuant to applicable federal
securities laws.
(D) The undersigned has carefully read this letter and discussed its
requirements and other applicable limitations upon the undersigned's ability to sell,
transfer or otherwise dispose of the capital stock of Holdco, to the extent the undersigned
felt necessary, with the undersigned's counselor counsel for Time Warner and America
Online, as applicable.
003780-0007-08143-A01BD5X2-AGR
This letter agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.
This letter agreement shall terminate if and when the Merger Agreement is
terminated according to its terms.
Very truly yours,
Name:
[add below the signatures of all registered
owners of shares deemed beneficially owned
by the affiliate]
Name:
Name:
Name:
003780-0007-081~3-A018D5X2-AGR
EXHIBIT 7.2(c)(l)
[FORM OF REPRESENT A TION LETTER]
[LETTERHEAD OF HOLDCO (AMERICA ONLINE MERGER)]
[Date]
Re: The Merger of America Online Merger Sub
with and into America Online
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Ladies and Gentlemen:
In connection with the opinions to be delivered pursuant to the Agreement and
Plan of Merger (the "Merger Agreement") dated as of January 10,2000, between America
Online, Inc. ("America Online") and Time Warner Inc. ("Time Warner"), in which America
Online Merger Sub ("Sub 1 "), a subsidiary of a newly organized Delaware corporation
("Holdco"), shall be merged with and into America Online with America Online surviving as a
wholly owned subsidiary of Holdco, and Time Warner Merger Sub ("Sub 2"), another subsidiary
of Holdco, shall be merged with and into Time Warner with Time Warner surviving as a wholly
owned subsidiary of Holdco, the undersigned certifies and represents on behalf of Holdco and
Sub 1, after due inquiry and investigation, as follows (any capitalized term used but not defined
herein shall have the meaning given to such term in the Merger Agreement):
1. The facts relating to the contemplated merger (the "Merger") of Sub I
with and into America Online pursuant to the Merger Agreement, as described in the Merger
Agreement, and the documents described in the Merger Agreement, are, insofar as such facts
pertain to Holdco and Sub 1, true, correct and complete in all material respects. The Merger will
be consummated in accordance with the Merger Agreement, and as described in the Proxy
Statement and the Form S-4, and none of the material terms and conditions therein has been or
will be waived or modified. The Merger is being effected for bona fide business reasons.
003780-00Q7-00143-A018CNJ9-0TH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-2-
[Date]
2. The fair market value of the Holdco Common Stock received by each
holder of America Online Common Stock in the Merger will be approximately equal to the fair
market value of the America Online Common Stock surrendered by such holders in the Merger.
3. Following the Merger, America Online will hold at least 90% of the fair
market value of the net assets and at least 70% of the fair market value of the gross assets held
by America Online and Sub 1, as the case may be, immediately prior to the Merger. For
purposes of this representation, amounts paid by America Online or Sub 1 to dissenting
stockholders of America Online, amounts used by America Online and Sub 1 to pay
reorganization expenses incurred in connection with the Merger and all redemptions and
distributions (except for regular, normal dividends) made by America Online will be considered
assets held by America Online or Sub 1, as the case may be, immediately prior to the Merger.
4. Neither Holdco nor any corporation related to Holdco will, in connection
with the Merger, (i) be under any obligation or will have entered into any agreement or
understanding to redeem or repurchase any of the Holdco Capital Stock issued to stockholders of
America Online in the Merger or to make any extraordinary distributions in respect of such
Holdco Capital Stock or (ii) have any plan or intention to reacquire any of the Holdco Capital
Stock issued in the Merger; provided, however, that Holdco may adopt an open market stock
repurchase program that satisfies the requirements of Revenue Ruling 99-58. After the Merger,
no dividends or distributions will be made to the former America Online stockholders by Holdco
other than regular, normal dividends or distributions made to all holders of Holdco Capital
Stock. For purposes of this representation letter, two corporations shall be treated as related to
one another if immediately prior to or immediately after the Merger, (a) the corporations are
members of the same affiliated group (within the meaning of section 1504 of the Internal
Revenue Code of 1986, as amended (the "Code"), but determined without regard to the
exclusions of section 1504(b) of the Code) or (b) one corporation owns 50% or more of the total
combined voting power of all classes of stock of the other corporation that are entitled to vote or
50% or more of the total value of shares of all classes of stock of the other corporation (applying
the attribution rules of section 318 of the Code as modified pursuant to section 304(c)(3)(B) of
the Code). For purposes of this representation, a corporation that is a partner in a partnership
will be treated as owning or acquiring any stock owned or acquired, as the case may be, by the
partnership and as having furnished its share of any consideration furnished by the partnership to
acquire the stock, in each case, in accordance with its interest in the partnership.
5. Holdco has no present plan or intention to (i) liquidate America Online,
(ii) merge America Online with or into another corporation, (iii) sell or otherwise dispose of the
stock of America Online, except for transfers (including successive transfers) of such stock to
corporations controlled by the transferor or (iv) cause America Online to sell or otherwise
dispose of any of its assets, or any assets that it acquired from Sub 1, except for dispositions in
the ordinary course of its business or transfers (including successive transfers) of assets to one or
more corporations controlled in each transfer by the transferor. Holdco has no plan or intention
to (i) cause America Online to issue additional shares of stock following the Merger or (ii)
003i80-0007-001~3-A018CNJ9-0TH
SilT :C-.:ion Thacher & Bartlett
Cravath, Swaine & Moore
-3-
[Date]
otherwise take any action that could result in Holdco losing control of America Online following
the Merger. For purposes of this representation letter, control with respect to a corporation shall
mean ownership of at least (i) 80% of the total combined voting power of all classes of stock
entitled to vote and (ii) 80% of the total number of shares of each other class of stock of the
corporation.
6. Following the Merger, America Online or another member of America
Online's "qualified group" will continue America Online's historic business or use a significant
portion of America Online's historic business assets in a business. For purposes of this
representation, America Online's "qualified group" means, pursuant to Treasury Regulation
section1.368-I(d)(4)(ii), one or more chains of corporations connected through stock ownership
with America Online, but only if America Online owns directly stock representing control in at
least one other corporation, and stock representing control in each of the corporations (except
America Online) is owned directly by one of the other corporations. In addition, America
Online will be treated as owning its proportionate share of America Online's business assets
used in a business of any partnership in which members of America Online's qualified group
either own a significant interest or have active and substantial management functions as a partner
with respect to that partnership business.
7. Prior to the Merger and through the Effective Time, Holdco will own all
of the outstanding stock of Sub 1. Holdco has no plan or intention to cause Sub 1 to, and Sub 1
has no plan or intention to, issue additional shares of its stock that would result in Holdco
owning less than all of the capital stock of Sub 1 in the Merger.
...
8. Sub 1 is being formed solely to effect the Merger and it will not conduct
any business or other activities other than the issuance of its stock to Holdco prior to the Merger.
Sub 1 will have no liabilities that will be assumed by America Online and it will not transfer any
assets to America Online in the Merger that are subject to any liabilities.
9. Pursuant to the Merger, at least (i) 80% of the total combined voting
power of all classes of America Online stock entitled to vote and (ii) 80% of the total number of
shares of each other class of stock of America Online will be exchanged solely for the America
Online Merger Consideration. For purposes of this representation, shares of America Online
Common Stock exchanged for cash or other property originating with Holdco or Sub 1 will be
treated as outstanding America Online Common Stock at the Effective Time.
10. Holdco, Sub 1, America Online and the stockholders of America Online
will pay their respective expenses, if any, incurred in connection with or as part of the Merger,
except that expenses incurred in connection with the filing, printing and mailing of the Joint
Proxy StatementlProspectus and Form S-4 will be shared equally by America Online and Time
Warner. Neither Holdco nor Sub 1 has agreed to assume, nor will it directly or indirectly
assume, any expense or other liability, whether fixed or contingent, of any holder of America
Online Common Stock in connection with or as part of the Merger or any related transaction.
003780-0007-00143-A018CNJ9-0TH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-4-
[Date]
Notwithstanding the foregoing, all liability for transfer taxes incurred by a holder of America
Online Common Stock will be paid by America Online or stockholders of America Online, and
in no event by Holdco.
11. There is no intercorporate indebtedness existing between Holdco or its
subsidiaries and America Online or its subsidiaries that was issued, acquired or will be settled at
a discount.
12. Neither Holdco nor Sub I will (i) elect, or have in effect an election, to be
treated as a "regulated investment company" or as a "real estate investment trust" or file any tax
return consistent with such treatment or (ii) be a corporation 50% or more of the fair market
value of whose total assets are stock or securities and 80% or more of the fair market value of
whose total assets are assets held for investment. In making the determinations described in (ii)
above, (x) the stock and securities of any subsidiary of Holdco or Sub 1 shall be disregarded and
Holdco or Sub 1, as the case may be, shall be deemed to own its ratable share of such
subsidiary's assets and (y) a corporation shall be considered to be a subsidiary of Holdco or Sub
I, as the case may be, if Holdco and/or Sub 1 owns 50% or more of the combined voting power
of all classes of the stock of such subsidiary that are entitled to vote, or 50% or more of the total
value of all of the outstanding stock of such subsidiary. In addition, in determining the fair
market value of Holdco's and Sub 1 's total assets for the purposes of making this representation,
Holdco and Sub 1 shall exclude any cash and cash items (such as receivables), government
securities and any assets acquired (through incurring indebtedness or otherwise) for the purposes
of causing Holdco or Sub I to not be characterized as an entity described in (i) or (ii) of the fIrst
sentence of this paragraph or causing Holdco or Sub 1 to meet the requirements of section
368(a)(2)(F)(ii) of the Code.
13. As of the Effective Time, neither Holdco nor any corporation related to
Holdco will own beneficially, or will have owned beneficially during the five years preceding
the Effective Time, any shares of stock of America Online or other securities, options, warrants
or instruments giving the holder thereof the right to acquire stock of America Online or other
securities issued by America Online other than the stock option held by Holdco pursuant to the
stock option agreement attached to the Merger Agreement as Exhibit A.
14. The Holdco Common Stock into which America Online Common Stock
will be converted in the Merger is entitled to vote in the election of directors of Holdco.
15. None of the compensation to be received by any stockholder-employees of
America Online for services rendered after the Effective Time will be separate consideration for,
or allocable to, any of their shares of America Online Common Stock; none of the Holdco
Capital Stock to be received by any stockholder-employees of America Online in connection
with the Merger will be separate consideration for, or allocable to, any employment, consulting
or similar agreement with respect to services performed after the Effective Time; and the
compensation paid to any stockholder-employees of America Online for services rendered after
003780-0007-00143-A018CNJ9-0TH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-5-
[Date]
the Effective Time will be for services actually rendered and will be based upon arm's length
agreements.
16. After taking into account (a) any issuance of Holdco stock in connection
with the Mergers, including (i) stock issued for services, (ii) stock issued upon the the exercise
of any Holdco stock rights, options, warrants or subscriptions or (iii) stock issued by public
offering or otherwise and (b) to the knowledge of the management of Holdco, America Online
and Time Warner, the sale, exchange, transfer by gift or other disposition, pursuant to an
obligation, commitment or understanding binding at the Effective Time of the Mergers, of any
HoldcoCapital Stock received by holders of Time Warner Capital Stock or America Online
Common Stock in the Mergers, the holders of Time Warner Capital Stock and America Online
Common Stock will collectively be in control of Holdco within the meaning of section 351 of
the Code immediately after the Mergers.
17. Holdco will not take any position, and, to the best knowledge of the
management of Holdco, there is no plan or intention of any holders of Time Warner or America
Online stock to take, any position on any Federal, state or local income or franchise tax return,
or to take any other tax reporting position, that is inconsistent with the treatment of the Merger
as an exchange within the meaning of Section 351 of the Code and the regulations promulgated
thereunder and as a reorganization within the meaning of Section 368( a) of the Code and the
regulations promulgated thereunder.
18. Holdco is not an "investment company" within the meaning of Treasury
Regulations section 1.351-1 (c).
19. The Merger Agreement, the documents described in the Merger
Agreement, the Proxy Statement, and the Form S-4 represent the entire understanding between
or among (i) Holdco and its subsidiaries, (ii) Time Warner and its subsidiaries and (iii) America
Online and its subsidiaries and, to the best knowledge of the management of Holdco, between or
among such entities and the affiliates and stockholders of Holdco, Time Warner and America
Online with respect to the Merger, and there are no other written or oral agreements regarding
the Merger other than those expressly referred to in the Merger Agreement, the Proxy Statement
and the FormS-4.
20. The undersigned are authorized to make all the representations set forth
herein on behalf of Holdco.
Very truly yours,
Holdco
003780-0007-00143-A018CNJ9-0TH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
003780-0007-00143-A018CNJ9-0TH
-6-
[Date]
By:
Title:
By:
Title:
EXHIBIT 7.2(c)(1)
[FORM OF REPRESENTATION LETTER]
[LETTERHEAD OF HOLDCO (TIME WARNER MERGER)]
[Date]
Re: The Merger of Time Warner Merger Sub
with and into Time Warner
Simpson Thacher & Bartlett
425 Lexington A venue
New York, New York 10017
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Ladies and Gentlemen:
In connection with the opinions to be delivered pursuant to the Agreement and
Plan of Merger (the "Merger Agreement") dated as of January 10, 2000, between America
Online, Inc..("America Online") and Time Warner Inc. ("Time Warner"),in which America
Online Merger Sub ("Sub 1 "), a subsidiary of a newly organized Delaware corporation
("Holdco"), shall be merged with and into America Online with America Online surviving as a
wholly owned subsidiary of Holdco, and Time Warner Merger Sub ("Sub 2"), another subsidiary
of Hold co, shall be merged with and into Time Warner with Time Warner surviving as a wholly
owned subsidiary of Holdco, the undersigned certifies and represents on behalf of Holdco and
Sub 2, after due inquiry and investigation, as follows (any capitalized term used but not defined
herein shall have the meaning given to such term in the Merger Agreement):
1. The facts relating to the contemplated merger (the "Merger") of Sub 2
with and into Time Warner pursuant to the Merger Agreement, as described in the Merger
Agreement, and the documents described in the Merger Agreement, are, insofar as such facts
pertain to Holdco and Sub 2, true, correct and complete in all material respects. The Merger will
be consummated in accordance with the Merger Agreement, and as described in the Proxy
Statement and the Form S-4, and none of the material terms and conditions therein has been or
will be waived or modified. The Merger is being effected for bona fide business reasons.
2. The fair market value of the Holdco Common Stock and cash in lieu of a
fractional share of Holdco Common Stock received by each holder of Time Warner Common
003780-Q007-00:,3-A019CVA4-0TH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-2-
[Date]
Stock in the Merger will be approximately equal to the fair market value of the Time Warner
Common Stock surrendered by such holders in the Merger. The fair market value of Holdco
Series LMCN-V Common Stock and cash in lieu ofa fractional share of Hold co Series LMCN-V
Common Stock received by each holder of Time Warner Series LMCN-V Common Stock in the
Merger will be approximately equal to the fair market value of the Time Warner Series LMCN- V
Common Stock surrendered by such holders in the Merger. The fair market value of Holdco
Series LMC Common Stock and cash in lieu of a fractional share of Hold co Series LMC
Common Stock received by each holder of Time Warner Series LMC Common Stock in the
Merger will be approximately equal to the fair market value of the Time Warner Series LMC
Common Stock surrendered by such holders in the Merger. The fair market value of Holdco
Series E Preferred Stock received by each holder of Time Warner Series E Preferred Stock in the
Merger will be approximately equal to the fair market value of the Time Warner Series E
Preferred Stock surrendered by such holders in the Merger. The fair market value of Hold co
Series F Preferred Stock received by each holder of Time Warner Series F Preferred Stock in the
Merger will be approximately equal to the fair market value of the Time Warner Series F
Preferred Stock surrendered by such holders in the Merger. The fair market value of Holdco
Series I Preferred Stock received by each holder of Time Warner Series I Preferred Stock in the
Merger will be approximately equal to the fair market value of the Time Warner Series I
Preferred Stock surrendered by such holders in the Merger. The fair market value of Hold co
Series J Preferred Stock received by each holder of Time Warner Series J Preferred Stock in the
Merger will be approximately equal to the fair market value of the Time Warner Series J
Preferred Stock surrendered by such holders in the Merger. The Holdco Common Stock, Holdco
Series LMCN- V Common Stock, Holdco Series LMC Common Stock, Holdco Series E
Preferred Stock, Holdco Series F Preferred Stock, Holdco Series I Preferred Stock and Holdco
Series J Preferred Stock are referred to collectively herein as the "Holdco Capital Stock". The
Time Warner Common Stock, Time Warner Series LMCN- V Common Stock, Time Warner
Series LMC Common Stock, Time Warner Series E Preferred Stock, Time Warner Series F
Preferred Stock, Time Warner Series I Preferred Stock and Time Warner Series J Preferred Stock
are referred to collectively herein as the "Time Warner Capital Stock". The Merger
Consideration to be received in the Merger by holders of Time Warner Capital Stock was
determined by arm's length negotiations between the managements of Alpha and Time Warner.
In connection with the Merger, no holder of Time Warner Capital Stock will receive in exchange
for Time Warner Capital Stock, directly or indirectly, any consideration from Holdco or Sub 2
other than Holdco Capital Stock and cash in lieu of a fractional share thereof.
3. Following the Merger, Time Warner will hold at least 90% of the fair
market value of the net assets and at least 70% of the fair market value of the gross assets held by
Time Warner and Sub 2, as the case may be, immediately prior to the Merger. For purposes of
this representation, amounts paid by Time Warner or Sub 2 to dissenting stockholders of Time
Warner, amounts used by Time Warner and Sub 2 to pay reorganization expenses incurred in
connection with the Merger and all redemptions and distributions (except for regular, normal
dividends) made by Time Warner will be considered assets held by Time Warner or Sub 2, as the
case may be, immediately prior to the Merger.
003780-0007-00143-A018CVA4-0TH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-3-
[Date]
4. Neither Holdco nor any corporation related to Holdco will, in connection
with the Merger, (i) be under any obligation or will have entered into any agreement or
understanding to redeem or repurchase any of the Holdco Capital Stock issued to stockholders of
Time Warner in the Merger or to make any extraordinary distributions in respect of such Holdco
Capital Stock or (ii) have any plan or intention to reacquire any of the Holdco Capital Stock
issued in the Merger; provided, however, that Holdco may adopt an open market stock
repurchase program that satisfies the requirements of Revenue Ruling 99-58 and may redeem
_ Holdco preferred stock issued in the Merger pursuant to the tenns of such preferred stock. After
the Merger, no dividends or distributions will be made to the former Time Warner stockholders
by Holdco other than regular, normal dividends or distributions made to all holders of Holdco
Capital Stock. For purposes of this representation letter, two corporations shall be treated as
related to one another if immediately prior to or immediately after the Merger, (a) the
corporations are members of the same affiliated group (within the meaning of section 1504 of the
Internal Revenue Code of 1986, as amended (the "Code"), but determined without regard to the
exclusions of section 1504(b) of the Code) or (b) one corporation owns 50% or more of the total
combined voting power of all classes of stock of the other corporation that are entitled to vote or
50% or more of the total value of shares of all classes of stock of the other corporation (applying
the attribution rules of section 318 of the Code as modified pursuant to section 304( c )(3 )(B) of
the Code). For purposes of this representation, a corporation that is a partner in a partnership
will be treated as owning or acquiring any stock owned or acquired, as the case may be, by the
partnership and as having furnished its share of any consideration furnished by the partnership to
acquire the stock, in each case, in accordance with its interest in the partnership.
5. Holdco has no present plan or intention to (i) liquidate Time Warner, (ii)
merge Time Warner with or into another corporation, (iii) sell or otherwise dispose of the stock
of Time Warner, except for transfers (including successive transfers) of such stock to
corporations controlled by the transferor or (iv) cause Time Warner to sell or otherwise dispose
of any of its assets, or any assets that it acquired from Sub 2, except for dispositions in the
ordinary course of its business or transfers (including successive transfers) of assets to one or
more corporations controlled in each transfer by the transferor. Holdco has no plan or intention
to (i) cause Time Warner to issue additional shares of stock following the Merger or (ii)
otherwise take any action that could result in Holdco losing control of Time Warner following
the Merger. For purposes of this representation letter, control with respect to a corporation shall
mean ownership of at least (i) 80% of the total combined voting power of all classes of stock
entitled to vote and (ii) 80% of the total number of shares of each other class of stock of the
corporation.
6. Following the Merger, Time Warner or another member of Time Warner's
"qualified group" will continue Time Warner's historic business or use a significant portion of
Time Warner's historic business assets in a business. For purposes of this representation, Time
Warner's "qualified group" means, pursuant to Treasury Regulation section 1.368-1(d)(4)(ii),
one or more chains of corporations connected through stock ownership with Time Warner, but
only if Time Warner owns directly stock representing control in at least one other corporation,
003780-0007-00143-A018CVA4-0TH
SiJTl1"\son Thacher & Bartlett
Cravath, Swaine & Moore
-4-
[Date]
and stock representing control in each of the corporations (except Time Warner) is owned
directly by one of the other corporations. In addition, Time Warner will be treated as owning its
proportionate share of Time Warner's business assets used in a business of any partnership in
which members of Time Warner qualified group either own a significant interest or have active
and substantial management functions as a partner with respect to that partnership business.
7. Prior to the Merger and through the Effective Time, Holdco will own all
of the outstanding stock of Sub 2. Holdco has no plan or intention to cause Sub 2 to, and Sub 2
has no plan or intention to, issue additional shares of its stock that would result in Holdco
owning less than all of the capital stock of Sub 2 in the Merger.
8. Sub 2 is being formed solely to effect the Merger and it will not conduct
any business or other activities other than the issuance of its stock to Holdco prior to the Merger.
Sub 2 will have no liabilities that will be assumed by Time Warner and it will not transfer any
assets to Time Warner in the Merger that are subject to any liabilities.
9. Pursuant to the Merger, at least (i) 80% of the total combined voting
power of all classes of Time Warner stock entitled to vote and (ii) 80% of the total number of
shares of each other class of stock of Time Warner will be exchanged solely for the Time Warner
Merger Consideration. For purposes of this representation, shares of Time Warner Capital Stock
exchanged for cash or other property originating with Holdco or Sub 2 will be treated as
outstanding Time Warner Capital Stock at the Effective Time.
10. Holdco, Sub 2, Time Warner and the stockholders of Time Warner will
pay their respective expenses, if any, incurred in connection with or as part of the Merger, except
that expenses incurred in connection with the filing, printing and mailing of the Joint Proxy
Statement/Prospectus and Form S-4 will be shared equally by Alpha and Time Warner. Neither
Holdco nor Sub 2 has agreed to assume, nor will it directly or indirectly assume, any expense or
other liability, whether fixed or contingent, of any holder of Time Warner Capital Stock in
connection with or as part of the Merger or any related transaction. Notwithstanding the
foregoing, all liability for transfer taxes incurred by a holder of Time Warner Capital Stock will
be paid by Time Warner or stockholders of Time Warner, and in no event by Holdco.
11. There is no intercorporate indebtedness existing between Holdco or its
subsidiaries and Time Warner or its subsidiaries that was issued, acquired or will be settled at a
discount.
12. Neither Holdco nor Sub 2 will (i) elect, or have in effect an election, to be
treated as a "regulated investment company" or as a "real estate investment trust" or file any tax
return consistent with such treatment or (ii) be a corporation 50% or more of the fair market
value of whose total assets are stock or securities and 80% or more of the fair market value of
whose total assets are assets held for investment. In making the determinations described in (ii)
above, (x) the stock and securities of any subsidiary of Holdco or Sub 2 shall be disregarded and
003780-0007-00143-A018CVA4-0TH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-5-
[Date]
Holdco or Sub 2, as the case may be, shall be deemed to own its ratable share of such
subsidiary's assets and (y)a corporation shall be considered to be a subsidiary of Holdco or Sub
2, as the case may be, ifHoldco and/or Sub 2 owns 50% or more of the combined voting power
of all classes of the stock of such subsidiary that are entitled to vote, or 50% or more of the total
value of all of the outstanding stock of such subsidiary. In addition, in determining the fair
market value of Hold co's and Sub 2's total assets for the purposes of making this representation,
Holdco and Sub 2 shall exclude any cash and cash items (such as receivables), government
securities and any assets acquired (through incurring indebtedness or otherwise) for the purposes
of causing Holdco or Sub 2 to not be characterized as an entity described in (i) or (ii) of the first
sentence of this paragraph or causing Holdco or Sub 2 to meet the requirements of section
368(a)(2)(F)(ii) of the Code.
13. As of the Effective Time, neither Holdco nor any corporation related to
Holdco will own beneficially, or will have owned beneficially during the five years preceding the
Effective Time, any shares of stock of Time Warner or other securities, options, warrants or
instruments giving the holder thereof the right to acquire stock of Time Warner or other
securities issued by Time Warner other than the stock option held by Holdco pursuant to the
stock option agreement attached to the Merger Agreement as Exhibit A.
14. Each class of Hold co Capital Stock into which Time Warner Capital Stock
will be converted in the Merger is entitled to vote in the election of directors of Hold co.
15. None of the compensation to be received by any stockholder-employees of
Time Warner for services rendered after the Effective Time will be separate consideration for, or
allocable to, any of their shares of Time Warner Capital Stock; none of the Holdco Capital Stock
to be received by any stockholder-employees of Time Warner in connection with the Merger will
be separate consideration for, or allocable to, any employment, consulting or similar agreement
with respect to services rendered after the Effective Time; and the compensation paid to any
stockholder-employees of Time Warner for services rendered after the Effective Time will be for
services actually rendered and will be based upon arms-'length agreements.
16. The payment of cash in lieu of fractional shares of Holdco is solely for the
purpose of avoiding the expense and inconvenience to Holdco of issuing fractional shares and
does not represent separately bargained-for consideration.
17. After taking into account (a) any issuance of Hold co stock in connection
with the Mergers, including (i) stock issued for services, (ii) stock issued upon the the exercise of
any Holdco stock rights, options, warrants or subscriptions or (iii) stock issued by public offering
or otherwise and (b) to the knowledge of the management of Holdco, Time Warner and Alpha,
the sale, exchange, transfer by gift or other disposition, pursuant to an obligation, commitment or
understanding binding at the Effective Time of the Mergers, of any Holdco Capital Stock
received by holders of Time Warner Capital Stock or Alpha Common Stock in the Mergers, the
003780-0007-00143-A018CVA4-0TH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-6-
[Date]
holders of Time Warner Capital Stock and Alpha Common Stock will collectively be in control
of Holdco within the meaning of section 351 of the Code immediately after the Mergers.
18. Holdco will not take any position, and, to the best knowledge of the
management of Hold co, there is no plan or intention of any holders of Time Warner or Alpha
stock to take, any position on any Federal, state or local income or franchise tax return, or to take
any other tax reporting position, that is inconsistent with the treatment of the Merger as an
exchange within the meaning of Section 351 of the Code and the regulations promulgated
thereunder and as a reorganization within the meaning of Section 368(a) of the Code and the
regulations promulgated thereunder.
19. Holdco is not an "investment company" within the meaning of Treasury
Regulations section 1.3 51-1 (c).
20. The Merger Agreement, the documents described in the Merger
Agreement, the Proxy Statement, and the Form S-4 represent the entire understanding between or
among (i) Holdco and its subsidiaries, (ii) Alpha and its subsidiaries and (iii) Time Warner and
its subsidiaries and, to the best knowledge of the management of Holdco, between or among such
entities and the affiliates and stockholders of Holdco, Alpha and Time Warner with respect to the
Merger, and there are no other written or oral agreements regarding the Merger other than those
expressly referred to in the Merger Agreement, the Proxy Statement and the Form S-4.
21. The undersigned are authorized to make all the representations set forth
herein on behalf of Holdco.
Very truly yours,
Holdco
By:
Title:
By:
Title:
003780-0007-00143-A018CVA4-0TH
EXHIBIT 7.2(c)(2)
[FORM OF REPRESENTATION LETTER]
[LETTERHEAD OF AMERICA ONLINE, INC.]
[Date]
Re: The Merger of America Online Merger Sub
with and into America Online. Inc.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Ladies and Gentlemen:
In connection with the opinions to be delivered pursuant to the Agreement and
Plan of Merger (the "Merger Agreement") dated as of January 10,2000, between America
Online, Inc. ("America Online") and Time Warner Inc. ("Time Warner"), in which America
Online Merger Sub ("Sub 1 "), a subsidiary of a newly organized Delaware corporation
("Holdco"), shall be merged with and into America Online with America Online surviving as a
wholly owned subsidiary of Hold co, and Time Warner Merger Sub ("Sub 2"), another subsidiary
of Hold co, shall be merged with and into Time Warner with Time Warner surviving as a wholly
owned subsidiary of Hold co, the undersigned certifies and represents on behalf of America
Online, after due inquiry and investigation, as follows (any capitalized term used but not defined
herein shall have the meaning given to such term in the Merger Agreement):
1. The facts relating to the contemplated merger (the "Merger") of Sub 1
with and into America Online pursuant to the Merger Agreement, as described in the Merger
Agreement, and the documents described in the Merger Agreement, are, insofar as such facts
pertain to America Online, true, correct and complete in all material respects. The Merger will
be consummated in accordance with the Merger Agreement, and as described in the Proxy
Statement and the Form S-4, and none of the material terms and conditions therein has been or
will be waived or modified. The Merger is being effected for bona fide business reasons.
2. The fair market value of the Holdco Common Stock received by each
holder of America Online Common Stock in the Merger will be approximately equal to the fair
003780-0007-00143-AOlaCw~-OTH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-2-
[Date]
market value of the America Online Common Stock surrendered by such holders in the Merger.
The America Online Merger Consideration to be received in the Merger by holders of America
Online Common Stock was determined by arm's length negotiations between the managements
of Time Warner and America Online. In connection with the Merger, no holder of America
Online Common Stock will receive in exchange for America Online Common Stock, directly or
indirectly, any consideration from Holdco or Sub 10ther than Holdco Common Stock.
3. America Online, prior to and in connection with the Merger, has not
redeemed any of its stock or made any distributions with respect to its stock. Additionally, prior
to and in connection with the Merger, no corporation related to America Online has acquired
America Online's stock with consideration other than stock of either America Online or Holdco.
For purposes of this representation letter, two corporations shall be treated as related to one
another if immediately prior to or immediately after the Merger, (a) the corporations are
members of the same affiliated group (within the meaning of section 1504 of the Internal
Revenue Code of 1986, as amended (the "Code"), but determined without regard to the
exclusions of section 1504(b) of the Code) or (b) one corporation owns 50% or more of the total
combined voting power of all classes of stock of the other corporation that are entitled to vote or
50% or more of the total value of shares of all classes of stock of the other corporation (applying
the attribution rules of section 318 of the Code as modified pursuant to section 304( c )(3 )(B) of
the Code). For purposes of this representation, a corporation that is a partner in a partnership
will be treated as owning or acquiring any stock owned or acquired, as the case may be, by the
partnership and as having furnished its share of any consideration furnished by the partnership to
acquire the stock, in each case, in accordance with its interest in the partnership.
4. To the best knowledge of the management of America Online, there is no
plan or intention on the part of holders of America Online Common Stock to sell, exchange or
otherwise transfer ownership (including by derivative transactions such as an equity swap which
would have the economic effect of a transfer of ownership) to Holdco, America Online or any
person related to Holdco or America Online, directly or indirectly (including through
partnerships or through third parties in connection with a plan to so transfer ownership), of any
shares of Holdco Common Stock.
5. Following the Effective Time of the Merger, America Online will hold at
least 90% of the fair market value of the net assets and at least 70% of the fair market value of
the gross assets held by America Online immediately prior to the Merger. For purposes of this
representation, amounts paid by America Online or Sub 1 to dissenting stockholders of America
Online, amounts used by America Online and Sub I to pay reorganization expenses and all
redemptions and distributions (except for regular, normal dividends) made by America Online
will be considered assets held by America Online or Sub 1, as the case may be, immediately
prior to the Merger. Any dispositions of assets held by America Online prior to the Merger
which are made in contemplation of, or as part of, the Merger will be for fair market value, and
the proceeds thereof will be retained by America Online.
003780-0007-00143-A018CJMX-OTH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-3-
[Date]
6. At the Effective Time of the Merger, America Online will be conducting
America Online's historic business or using a significant portion of America Online's historic
business assets in a business.
7. Pursuant to the Merger, at least (i) 80% of the total combined voting
power of all classes of America Online stock entitled to vote and (ii) 80% of the total number of
shares of each other class of stock of America Online will be exchanged solely for the America
Online Merger Consideration. For purposes of this representation, shares of America Online
Common Stock exchanged for cash or other property originating with Holdco or Sub 1 will be
treated as outstanding America Online Corrunon Stock at the Effective Time.
8. At the Effective Time, America Online will not have any warrants,
options, convertible securities or any other type of right pursuant to which any person could
acquire any stock of America Online which, if exercised or converted, would affect Holdco's
ability to acquire or retain control of America Online. For purposes of this representation letter,
"control" with respect to a corporation shall mean ownership of at least (i) 80% of the total
combined voting power of all classes of stock entitled to vote and (ii) 80% of the total number of
shares of each other class of stock of the corporation.
9. Prior to the Effective Time, America Online has no plan or intention to
issue any additional shares of stock that would cause Holdco to own less than (i) 80% of the total
combined voting power of all classes of America Online stock entitled to vote or (ii) 80% of the
total number of shares of each other class of stock of America Online.
10. Holdco, Sub 1, America Online and the stockholders of America Online
will pay their respective expenses, ifany, incurred in connection with or as part of the Merger,
except that expenses incurred in connection with the filing, printing and mailing of the Joint
Proxy Statement/Prospectus and Form S-4 will be shared equally by America Online and Time
Warner. America Online has not agreed to assume, nor will it directly or indirectly assume, any
expense or other liability, whether fixed or contingent, of any holder of America Online
Common Stock in connection with or as part of the Merger or any related transactions.
Notwithstanding the foregoing, all liability for transfer taxes incurred by a holder of America
Online Common Stock will be paid by America Online or stockholders of America Online, and
in no event by Holdco.
11. There is no intercorporate indebtedness existing between Holdco or its
subsidiaries and America Online or its subsidiaries that was issued, acquired or will be settled at
a discount.
12. America Online will not (i) elect, or have in effect an election, to be
treated as a "regulated investment company" or as a "real estate investment trust" or file any tax
return consistent with such treatment or (ii) be a corporation 50% or more of the fair market
value of whose total assets are stock or securities and 80% or more of the fair market value of
003780-0007-00143-A018CJMX-OTH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-4-
[Date]
whose total assets are assets held for investment. In making the determinations described in (ii)
above, (x) the stock and securities of any subsidiary of America Online shall be disregarded and
America Online shall be deemed to own its ratable share of such subsidiary's assets and (y) a
corporation shall be considered to be a subsidiary of America Online, if America Online owns
50% or more of the combined voting power of ail classes of the stock of such subsidiary that are
entitled to vote, or 50% or more of the total value of all of the outstanding stock of such
subsidiary. In addition, in determining the fair market value of America Online's total assets for
the purposes of making this representation, America Online shall exclude any cash and cash
items (such as receivables), government securities and any assets acquired (through incurring
indebtedness or otherwise) for the purposes of causing America Online to not be characterized as
an entity described in (i) or (ii) of the first sentence of this paragraph or causing America Online
to meet the requirements of section 368(a)(2)(F)(ii) of the Code.
13. At the Effective Time, America Online will not be under the jurisdiction
of a court in a "Title 11 or similar case." For purposes of the foregoing, a "Title 11 or similar
case" means a case under title 11 of the United States Code or a receivership, foreclosure or
similar preceding in a federal or state court.
14. The fair market value of the assets of America Online will exceed its
liabilities.
15. To the knowledge of America Online, none of the compensation to be
received by any stockholder-employees of America Online for services rendered prior to the
Effective Time was or will be separate consideration for, or allocable to, any of their shares of
America Online Common Stock; none of the Holdco Common Stock to be received in the
Merger by any stockholder-employees of America Online will be separate consideration for, or
allocable to, any employment, consulting or similar agreement with respect to services rendered
prior to the Effective Time; and the compensation paid to any stockholder-employees of America
Online for services rendered prior to the Effective Time was or will be for services actually
rendered and was or will be based upon arms-length agreements.
16. America Online is not currently, and during the five years preceding the
Effective Time will not have been, a "United States real property holding corporation." For
purposes of the foregoing, a United States real property holding corporation means a corporation
in which the fair market value of its United States real property interests equals or exceeds fifty
percent of the fair market value of its (i) United States real property interests, (ii) its interests in
real property located outside the United States, and (iii) any other of its assets which are used or
held for use in a trade or business.
17. As of the Effective Time, neither America Online nor any corporation
related to America Online will own beneficially, or will have owned beneficially, during the five
years preceding the Effective Time, any shares of stock of Time Warner or other securities,
options, warrants or instruments giving the holder thereof the right to acquire stock of Time
003780-0007-00143-A018CJMX-OTH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-5-
[Date]
Warner or other securities issued by Time Warner other than the stock option held by America
Online pursuant to the stock option agreement attached to the Merger Agreement as Exhibit A.
18. The only capital stock of America Online issued and outstanding is
America Online Common Stock.
19. America Online will not take, and, to the best knowledge of the
management of America Online, there is no plan or intention of any holders of America Online
Common Stock to take, any position on any Federal, state or local income or franchise tax return,
or to take any other tax reporting position, that is inconsistent with the treatment of the Merger as
an exchange within the meaning of Section 351 of the Code and the regulations thereunder and
as a reorganization within the meaning of Section 368(a) of the Code and the regulations
thereunder.
20. The Merger Agreement, the documents described in the Merger
Agreement, the Proxy Statement, and the Form S-4 represent the entire understanding between or
among (i) Holdco and its subsidiaries, (ii) America Online and its subsidiaries and (iii) Time
Warner and its subsidiaries and, to the best knowledge of the management of America Online,
between or among such entities and the affiliates and stockholders of Holdco, Time Warner and
America Online with respect to the Merger and there are no other written or oral agreements
regarding the Merger other than those expressly referred to in the Merger Agreement, the Proxy
Statement and the Form S-4.
21. The undersigned is authorized to make all the representations set forth
herein on behalf of America Online.
Very truly yours,
America Online
By:
Title:
003780-0007-00143-A018CJMX-OTH
EXHIBIT 7.2(c)(3)
[FORM OF REPRESENTATION LETTER]
[LETTERHEAD OF TIME WARNER]
[Date]
Re: The Merger of Time Warner Merger Sub
with and into Time Warner
Simpson Thacher & Bartlett
425 Lexington A venue
New York, New York 10017
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Ladies and Gentlemen:
In connection with the opinions to be delivered pursuant to the Agreement and
Plan of Merger (the "Merger Agreement") dated as of January 10,2000, between America
Online, Inc. ("America Online") and Time Warner Inc. ("Time Warner"), in which America
Online Merger Sub ("Sub 1 "), a subsidiary of a newly organized Delaware corporation
("Holdco"), shall be merged with and into America Online with America Online surviving as a
wholly owned subsidiary of Holdco, and Time Warner Merger Sub ("Sub 2"), another subsidiary
of Hold co, shall be merged with and into Time Warner with Time Warner surviving as a wholly
owned subsidiary of Hold co, the undersigned certifies and represents on behalf of Time Warner,
after due inquiry and investigation, as follows (any capitalized term used but not defined herein
shall have the meaning given to such term in the Merger Agreement):
1. The facts relating to the contemplated merger (the "Merger") of Sub 2
with and into Time Warner pursuant to the Merger Agreement, as described in the Merger
Agreement, and the documents described in the Merger Agreement, are, insofar as such facts
pertain to Time Warner, true, correct and complete in all material respects. The Merger will be
consummated in accordance with the Merger Agreement, and as described in the Proxy
Statement and the Form S-4, and none of the material terms and conditions therein has been or
will be waived or modified. The Merger is being effected for bona fide business reasons.
003730-0007-00143-A018CJMX-OTH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-2-
[Date]
2. The fair market value of the Holdco Common Stock and cash in lieu of a
fractional share of Holdco Common Stock received by each holder of Time Warner Common
Stock in the Merger will be approximately equal to the fair market value of the Time Warner
Common Stock surrendered by such holders in the Merger. The fair market value of Holdco
Series LMCN-V Common Stock and cash in lieu ofa fractional share of Hold co Series LMCN-V
Common Stock received by each holder of Time Warner Series LMCN-V Common Stock in the
Merger will be approximately equal to the fair market value of the Time Warner Series LMCN- V
Common Stock surrendered by such holders in the Merger. The fair market value of Holdco
Series LMC Common Stock and cash in lieu of a fractional share of Holdco Series LMCN- V
Common Stock received by each holder of Time Warner Series LMC Common Stock in the
Merger will be approximately equal to the fair market value of the Time Warner Series LMC
Common Stock surrendered by such holders in the Merger. The fair market value of Holdco
Series E Preferred Stock received by each holder of Time Warner Series E Preferred Stock in the
Merger will be approximately equal to the fair market value of the Time Warner Series E
Preferred Stock surrendered by such holders in the Merger. The fair market value of Hold co
Series F Preferred Stock received by each holder of Time Warner Series F Preferred Stock in the
Merger will be approximately equal to the fair market value of the Time Warner Series F
Preferred Stock surrendered by such holders in the Merger. The fair market value of Hold co
Series I Preferred Stock received by each holder of Time Warner Series I Preferred Stock in the
Merger will be approximately equal to the fair market value of the Time Warner Series I
Preferred Stock surrendered by such holders in the Merger. The fair market value of Hold co
Series J Preferred Stock received by each holder of Time Warner Series J Preferred Stock in the
Merger will be approximately equal to the fair market value of the Time Warner Series J
Preferred Stock surrendered by such holders in the Merger. The Holdc~ Common Stock, Holdco
Series LMCN- V Common Stock, Holdco Series LMC Common Stock, Holdco Series E
Preferred Stock, Holdco Series F Preferred Stock, Holdco Series I Preferred Stock and Holdco
Series J Preferred Stock are referred to collectively herein as the "Holdco Capital Stock". The
Time Warner Common Stock, Time Warner Series LMCN-V Common Stock, Time Warner
Series LMC Common Stock, Time Warner Series E Preferred Stock, Time Warner Series F
Preferred Stock, Time Warner Series I Preferred Stock and Time Warner Series J Preferred Stock
are referred to collectively herein as the "Time Warner Capital Stock". The Time Warner
Merger Consideration to be received in the Merger by holders of Time Warner Capital Stock was
determined by arm's length negotiations between the managements of America Online and Time
Warner. In connection with the Merger, no holder of Time Warner Capital Stock will receive in
exchange for Holdco Capital Stock, directly or indirectly, any consideration from Holdco or Sub
2 other than Holdco Capital Stock and cash in lieu of a fractional share thereof.
3. Time Warner, prior to and in connection with the Merger, has not
redeemed any of its stock or made any distributions with respect to its stock. Additionally, prior
to and in connection with the Merger, no corporation related to Time Warner has acquired Time
Warner's stock with consideration other than stock of either Time Warner or Holdco. For
purposes of this representation letter, two corporations shall be treated as related to one another if
immediately prior to or immediately after the Merger, (a) the corporations are members of the
0037BO-0007-00143-A01BCJMX-OTH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-3-
[Date]
same affiliated group (within the meaning of section 1504 of the Internal Revenue Code of 1986,
as amended (the "Code"), but determined without regard to the exclusions of section 1504(b) of
the Code) or (b) one corporation owns 50% or more of the total combined voting power of all
classes of stock of the other corporation that are entitled to vote or 50% or more of the total value
of shares of all classes of stock of the other corporation (applying the attribution rules of section
318 of the Code as modified pursuant to section 304(c)(3)(B) of the Code). For purposes of this
representation, a corporation that is a partner in a partnership will be treated as owning or
acquiring any stock owned or acquired, as the case may be, by the partnership and as having
furnished its share of any consideration furnished by the partnership to acquire the stock, in each
.case, in accordance with its interest in the partnership.
4. To the best knowledge of the management of Time Warner, there is no
plan or intention on the part of holders of Time Warner Capital Stock to sell, exchange or
otherwise transfer ownership (including by derivative transactions such as an equity swap which
would have the economic effect of a transfer of ownership) to Holdco, Time Warner or any
person related to Holdco or Time Warner, directly or indirectly (including through partnerships
or through third parties in connection with a plan to so transfer ownership), of any shares of
Holdco Capital Stock (other than fractional shares of Holdco Capital Stock for which holders of
Holdco Capital Stock receive cash in the Merger).
5. Following the Effective Time of the Merger, Time Warner will hold at
least 90% of the fair market value of the net assets and at least 70% of the fair market value of
the gross assets held by Time Warner immediately prior to the Merger. For purposes of this
representation, amounts paid by Time Warner or Sub 2 to dissenting stockholders of Time
Warner, amounts used by Time Warner and Sub 2 to pay reorganizatio~ expenses and all
redemptions and distributions (except for regular, normal dividends) made by Time Warner will
be considered assets held by Time Warner or Sub 2, as the case may be, immediately prior to the
Merger. Any dispositions of assets held by Time Warner prior to the Merger which are made in
contemplation of, or as part of, the Merger will be for fair market value, and the proceeds thereof
will be retained by Time Warner.
6. At the Effective Time of the Merger, Time Warner will be conducting
Time Warner's historic business or using a significant portion of Time Warner's historic
business assets in a business.
7. Pursuant to the Merger, at least (i) 80% of the total combined voting
power of all classes of Time Warner stock entitled to vote and (ii) 80% of the total number of
shares of each other class of stock of Time Warner will be exchanged solely for the Time Warner
Merger Consideration. For purposes of this representation, shares of Time Warner Capital Stock
exchanged for cash or other property originating with Holdco or Sub 2 will be treated as
outstanding Holdco Capital Stock at the Effective Time.
003780-0007-00143-A018CJMX-OTH
Si!..~son Thacher & Bartlett
Cravath, Swaine & Moore
-4-
[Date]
8. At the Effective Time, Time Warner will not have any warrants, options,
convertible securities or any other type of right pursuant to which any person could acquire any
stock of Time Warner which, if exercised or converted, would affect Holdco's ability to acquire
or retain control of Time Warner. For purposes of this representation letter, "control" with
respect to a corporation shall mean ownership of at least (i) 80% of the total combined voting
power of all classes of stock entitled to vote and (ii) 80% of the total number of shares of each
other class of stock of the corporation.
9. Prior to the Effective Time, Time Warner has no plan or intention to issue
any additional shares of stock that would cause Holdco to own less than (i) 80% of the total
combined voting power of all classes of Time Warner stock entitled to vote or (ii) 80% of the
total number of shares of each other class of stock of Time Warner.
10. Holdco, Sub 2, Time Warner and the stockholders of Time Warner will
pay their respective expenses, if any, incurred in connection with or as part of the Merger, except
that expenses incurred in connection with the filing, printing and mailing of the Joint Proxy
Statement/Prospectus and Form S-4 will be shared equally by America Online and Time Warner.
Time Warner has not agreed to assume, nor will it directly or indirectly assume, any expense or
other liability, whether fixed or contingent, of any holder of Time Warner Capital Stock in
connection with or as part of the Merger or any related transactions. Notwithstanding the
foregoing, all liability for transfer taxes incurred by a holder of Time Warner Capital Stock will
be paid by Time Warner or stockholders of Time Warner, and in no event by Holdco.
11. There is no intercorporate indebtedness existing between Holdco or its
subsidiaries and Time Warner or its subsidiaries that was issued, acquired or will be settled at a
discount.
12. Time Warner will not (i) elect, or have in effect an election, to be treated
as a "regulated investment company" or as a "real estate investment trust" or file any tax return
consistent with such treatment or (ii) be a corporation 50% or more of the fair market value of
whose total assets are stock or securities and 80% or more of the fair market value of whose total
assets are assets held for investment. In making the determinations described in (ii) above, (x)
the stock and securities of any subsidiary of Time Warner shall be disregarded and Time Warner
shall be deemed to own its ratable share of such subsidiary's assets and (y) a corporation shall be
considered to be a subsidiary of Time Warner, if Time Warner owns 50% or more of the
combined voting power of all classes of the stock of such subsidiary that are entitled to vote, or
50% or more of the total value of all of the outstanding stock of such subsidiary. In addition, in
determining the fair market value of Time Warner's total assets for the purposes of making this
representation, Time Warner shall exclude any cash and cash items (such as receivables),
government securities and any assets acquired (through incurring indebtedness or otherwise) for
the purposes of causing Time Warner to not be characterized as an entity described in (i) or (ii)
of the first sentence of this paragraph or causing Time Warner to meet the requirements of
section 368(a)(2)(F)(ii) of the Code.
003780-0007-00143-A018CJMX-OTH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-5-
[Date]
13. At the Effective Time, Time Warner will not be under the jurisdiction of a
court in a "Title 11 or similar case." For purposes of the foregoing, a "Title 11 or similar case"
means a case under title 11 of the United States Code or a receivership, foreclosure or similar
preceding in a federal or state court.
14. The fair market value of the assets of Time Warner will exceed its
liabilities.
15. To the knowledge of Time Warner, none of the compensation to be
received by any stockholder-employees of Time Warner for services rendered prior to the
Effective Time was or will be separate consideration for, or allocable to, any of their shares of
Time Warner Capital Stock; none of the Holdco Capital Stock to be received in the Merger by
any stockholder-employees of Time Warner will be separate consideration for, or allocable to,
any employment, consulting or similar agreement with respect to services rendered prior to the
Effective Time; and the compensation paid to any stockholder-employees of Time Warner for
services rendered prior to the Effective Time was or will be for services actually rendered and
was or will be based upon arms-length agreements.
16. Time Warner is not currently, and during the five years preceding the
Effective Time will not have been, a "United States real property holding corporation." For
purposes of the foregoing, a United States real property holding corporation means a corporation
in which the fair market value of its United States real property interests equals or exceeds fifty
percent of the fair market value of its (i) United States real property interests, (ii) its interests in
real property located outside the United States, and (iii) any other of its assets which are used or
held for use in a trade or business.
17. The only capital stock of Time Warner issued and outstanding is Time
Warner Capital Stock.
18. As of the Effective Time, neither Time Warner nor any corporation related
to Time Warner will own beneficially, or will have owned beneficially, during the five years
preceding the Effective Time, any shares of stock of America Online or other securities, options,
warrants or instruments giving the holder thereof the right to acquire stock of America Online or
other securities issued by America Online other than the stock option held by Time Warner
pursuant to the stock option agreement attached to the Merger Agreement as Exhibit A.
19. Time Warner will not take, and, to the best knowledge of the management
of Time Warner, there is no plan or intention of any holders of Time Warner Capital Stock to
take, any position on any Federal, state or local income or franchise tax return, or to take any
other tax reporting position, that is inconsistent with the treatment of the Merger as an exchange
within the meaning of Section 351 of the Code and the regulations promulgated thereunder and
003780-0007-00143-A018CJMX-OTH
Simpson Thacher & Bartlett
Cravath, Swaine & Moore
-6-
[Date]
as a reorganization within the meaning of Section 368(a) of the Code and the regulations
promulgated thereunder.
20. The Merger Agreement, the documents described in the Merger
Agreement, the Proxy Statement, and the Form S-4 represent the entire understanding between or
among (i) Holdco and its subsidiaries, (ii) Time Warner and its subsidiaries and (iii) America
Online and its subsidiaries and, to the best knowledge of the management of Time Warner,
between or among such entities and the affiliates and stockholders of Hold co, America Online
and Time Warner with respect to the Merger and there are no other written or oral agreements
regarding the Merger other than those expressly referred to in the Merger Agreement, the Proxy
Statement and the Form S-4.
21. The undersigned is authorized to make all the representations set forth
herein on behalf of Time Warner.
Very truly yours,
Time Warner
By:
Title:
003780-0007-00143-A018CJMX-OTH
EXHmIT 3
As explained in Exhibit 2, the entity that currently holds the franchise and operates the
cable system in your community will continue to do so notwithstanding this transaction.
Moreover, the transaction will have no adverse consequences on the current terms and conditions
of service and operation of the system.
EXHffiIT 4
As explained in Exhibit 2, the pending transaction will not change the legal entity which
operates the cable system in your community, and hence such entity will continue to be duly qualified
to transact business in the state or other jurisdiction in which the system operates.
EXHmIT 5
Transferee will not commence business operations until consummation of the proposed
transaction, and thus has never had an application for a cable franchise transfer or renewal
dismissed or denied by any franchise authority. To the extent the question seeks such information
as to an affiliated entity, any affiliate of either Time Warner Inc. or American Online Inc., the
answer to question 4 is no, except as set forth below.
We are aware of no instance in which an application by Time Warner Cable or its
affiliates for renewal of a cable television franchise has been finally denied. Described below are
the only instances, to the best of our knowledge, where applications for consent to transfer a
franchise have been denied:
(1) In early 1995, the City ofIthaca, New York determined to "withhold its authorization
and consent" to a cable television transfer from Time Warner Entertainment Company, L.P.
("TWE") to an affiliated entity, Time Warner Entertainment - AdvancelNewhouse Partnership,
until certain issues in dispute between the TWE and the City are resolved.
(2) In early 1995, the City of Winter Springs, Florida voted not to approve the application
for consent to transfer of a franchise from TWE to Time Warner Entertainment -
AdvanceIN ewhouse Partnership.
In each situation described above, TWE continues to hold the franchise and operate the
system pending receipt of authorization to transfer the franchise to TWE' s affiliate, Time Warner
Entertainment - AdvanceINewhouse Partnership.
EXHmIT 6
Time Warner Inc. holds direct and indirect partnership interests in Time Warner Entertainment
Company, L.P. ("TWE"). In Connie Haschmann v. Time Warner Entertainment Company. L.P.,
U.S.D.C. E.D. Wisconsin, Case No. 97-3333, 97-3708, a jury found that TWE had violated the
Americans With Disabilities Act ("ADA") and the Family Medical Leave Act ("FMLA") by failing
to provide the plaintiff both with FMLA leave and reasonable accommodation under the ADA.
EXHmIT 7
There are no documents, instruments, agreements or understandings for the pledge of stock
of the transferee as security for loans or contractual performance.
EXHffiIT 8
Attached are the most recent SEC Form IO-K and SEC Form 10-Q, as submitted to the Securities
and Exchange Commission by each of Time Warner Inc. and America Online, Inc., as well as the
respective Annual Reports of each company.
J
J JR
j .
i 11
i f]]
I ::ill
I ..J.
rJ
::!
f3
:5
::5
='=ij
:.;1
~
~
:'~
:.~
~]
~
']
.~
!
,
)
:,..
1
,
j
j
]
A.
~
~
::""1
;03
" .....,'. " . ;. . .
,..,.' ....".~... i :..' .
1999 America Online Annual Report
The Journey
Beginning...
Our mission is to build a globa11nedium
as central to people's lives
as the telephone or television...and even more valuable.
C0111pallY lIighlights
It'l: MILLIO;\lS UNI.F..sS o'rHI:.l,'X'lSE NOTED
i999
S 3,321
1,000
456
$ 4,777
S 578
S 396
$ 0.34
$ 968
17,619
12,100
Year Ended June 30
1998 1997
S 2,183 $ 1,478
543 308
365 411
$ 3,091 $ 2,197
S 66 S 6
$ 59 $ 10
S 0.06 $ om
S 302 $ 111
12,535 8,636
8,500 7,400
Subscription Services Revenues
Advertising, Commerce and Other Revenues
Elltcrllrise Solutions Revenues
Total Revenues
Operating Iucome'
Net Income'
EPS (IN 1)oI.I.I\RS)'
EnITDA"
AOL Members (IN THOUSANDS)
Employees (IN WHOLE NUMIlOO)
.. DlI II fuD, t/IXl'd basis INfo" "'l~ t;mt chlugl!;
... EBlTDA: Earn;flgJ BifoTr Jllurnr~ 7ir~:~i. DtpTtdllliDII nlltf AmDrtiZAtiDn
Year Ended June 30
Advertising, Commerce
Total Revenues and Other Revenues EPS' EBIDTA'
IN BJUJONS IN MILLIONS IN DOU.ARS IX MIWONS
5 1,000 .35 " 1,000
.30 ;' ~
.,
"
4 800 800 I
.25 t:
3 J 600 .20 " 600 ti
r..- (
J J p:'
2 400 .15 ~~ 400 ~
J .10 I :\!
200 .' f
;~ 200 r;
.05 rJ ,.
~.: ~ m ~
97 98 99 97 98 99 97 98 99 97 98 99
As of June 30
97 98 99
Membe~. Usage
per Day
IN "lI:'<VTES
60
50 r-
40 i: t
~ f. ~
.. t:
30 t ~ E:
j.; f
20 ~ ..
~~. ~
;.: ~'
10 ~ f; ~
~ ~
~
97 98 99
Netcenter Registrants
IN MIUIONS
16
ICQ Registrants
1:-> MU.uONS"
40
AOL Membership
IN MIUJONS
20
16
12
30
12
8
8
4 J
97 98 99
20
4
10
j J
97 98 99
. <>n "fUo, tIlJmI basis bifo" <>n_ t;m_ _hnrgff
.. A"'nll_ Juri"l tI,_ ftllnh '1uttTUT <>1 M_b par
I" exceeds 13 million
I
" partner on a person-
to-person online
auction service on
AOL
> politics area
launched by AOL
I> Web site and
video launched
for kids
I
> launched by AOL
and Bercelsmann
AG
10 VUl
l S h are h 0 Ide r 5:
.J
]
:~
j
j
:~
:3
:~
:Ii
,-0
.~
~
~
3
~
~
!l
Stcvt: C3~('
The intcractive medium has alrcady chal\gFcl our lives in rcmarkable ways. and it will
become even morc central to pcoplc and businesses around thc world with the dawn of :he
new millennium. At AOL we arc helping to lead the way - as we have for the I:m 15 )'.::ars.
The inreractive cxperience is becoming incrcasingly embedded in consumers' cveryday
loalines _ everything from communicating. shopping, and keeping informcd to investing.
I::arning and just having fun. And nearly every company already has, or will, pm its business
(lnline _ seeking the benefits of the mcdium's efficiencies. convenience and r.::ach,
I\merica Online is leading this intcractive revolution with our multiple brands. From the
l'feemincnt mass-market intcractivc brand - our flagship AOL servicc - to Netscape, CompuServe,
ICQ. Digital City and MovieFone, we are able to target a wide range of opportunities. And to
\UPport all these brands, we have built a cost-efficicnt. shared infrastructure.
Wc believe the success of our Company grows from our direct and focused relationships with
our customers _ both members and partners. As our members' satisfaction and retention
both reached all-time highs this past year, we arc confident this focus on consumers will
drivc our continued leadership of thc Internet industry.
The Company's record financjal and operational performance across our brands, as well as
the steps we took to broaden and deep,en our capabilities, have generated tremendous
momentum for the-coming year. In shorr, we are pleased to say that America Online has
nc\'cr been stronger. Our fiscal 1999 highlights included:
~ Revenucs rc:.;~i,~,: ~'I ~' 11I\1i~)(l. a 55% increase over the previous fiscal year. Advertising, commerce and other revenues
climbed 84Q.. h' ~ I l'llll":l, with a backlog of committed revenues of $1.5 billion. The operating margin, before special
charges, reachd 1 (. .~ ~" in the fourth quarter.
CJa{l:~t.; .': C;'lI!
Chief .Ex,"'lll'" ( ,r.;, r"
~ ^OI:~ memk-::,llli' p::w from 12.5 million to 17.6 million during fJSCa11999. Together with CompuServe, paying members
tOtaled nearly 2~1 nulilon. m:luchng more than 3 million combined AOL and CompuServe members outside the U.S.
Registrants o~ (\~I: \X', ~,h,'l\cJ brand~ rounded our our multi-brand strategy with ICQ (38 million), Netscape Netcenter
(17 million) 3a.l':\OL Ins:.m: Messenger (25 million),
~ Americ.1 O.:lIr.: Im'rf,..d wirh Netscape Communications. and joined forces with Sun Microsystems to create the Sun-
Netscape Alli~Il':', te. dc.:n:lop comprehensive e-commerce solutions for companies seeking to join the Net Economr
~ We introch:,c:d :\01. III Australia, and prepared for AOL launches in Latin America and Hong Kong in FY 2000.
These achievcm::nl'-and many more-strengthened our Company and kept up our momentum. More
importantly. thery hdl'd us build on our core strengths:
. The most powcrful collection of interactive brands. The largest base of paying customers in
cyberspace. The Strong.<';t financial position in our history. sustained by multiple reveQue streams
. Alliances already in place to deliver services nationwide over broadband connectivity and other
devices. Indum)'.leading technological expertise that makes interactivity simple and accessible for
consumers. Suong international joint venture partners. Leadership focus on key public policy
issues. A nimble and quick management team. A world-class organization of more than 12;000
experienced employees.
Taken together. these strengths position us to continue to deliver on our mission and to lead our
industry into the exciting future of interactive services.
Today, we are seeing the next wave oflnternet growth on the horiwn. Interactivity is fast moving
beyond PCs tethered to narrowband telephone lines. Consumers will have the ability to connect
anytime from anywhere, as well as enjoy robust new high-speed online services, from interactive TV
and handheld devices to broadband access.
Bob pittman
President and
Chief Operating Officer
'b~~i,,~!JX]~(~~
-
2
I ~ r. i. surpasses
20 million
! S registrants
. -
I
according to nearly half of
Internet users in the
AOVRoper Starch Cyberstudy
is formed as a joint venture
with the Cisneros Group
r
;. and Meg Ryan S~
in You've Got M:
~.,~.,;~ K~A
?'~~~d , . ,'~ . ~ Ail.. -..A.
'~;.'::::.:'.J:':';~~~:",,:~~,,{}P?";~')"":' /;~
t::>,',W6r1d's'#r:lnterri'ct t/:.. . ,
;.~:"'...... ~;':,.."';.,~.. ..:.J .,.-
,:':" on line.,'service
..;<):,}:;~~.:;cl:.~~;/~:;' :~', . .
~"~~i~t~ nl~,~be)Ship gro"':'th in ·
,~~L;V1.99::r-'ith more~han, 5, '.' ,.,~:,
;~~~~~fii~~JJ?,~,~~~j~
:00 87% of membersupgrade't<?"f~~
AOL 4.0 after successfulla~n'c1i.
,. ,".~~'
'in September 1998 ", "
~
January /999
~.~~" ..'.". "'::;?'~?~:~~:~~!"::7~~;if~~~~
I -----'
to provide exclusive
broadcast news across
multiple brands
Thj~ new world or i/l[f1acri\,j,J' is dri,'ing several signj(J(:lIH trends riLl[ we b<:li::vc' wiil ,!din" .'_
furmc of the medium, . _'"
First, online consumers are demanding new interactive tools and fcatures to cnhance
their onlinc expcricncc :lJld make it even more convenient :md valuable to everyday life.
CCIHral to fulfilling this dcmand are rhe diverse acquisitions W(' made ov('r rh(, p:m ycu to
broaden and enhance our off~'rings, Several of our newly acquired companies :Ire hdpjn!~ us
build usage around key funcriol15 or caregories, creating deeper and stickier relationship; wit h
our members and orher Inrerner consumers.
\\le ha\"<;: moved quickly to maximize NcrscaJ>c's talenr and technologies, For example, Nersc:\l'c's
expertise has enabled rhe clevelopment of an cnhanced Web-based Quick Checkout "walkt"
technology. And, wirh more rhan ] 7 million regisrranrs, the addirion of Nerscal'C' Nt'rcenter to 0:.;:-
porr(olio of brands now gives the Company the # ] reach in the work and hOllle audie:nces,
Extending our Ic:tdership in the [1st-growing Internet musicsecror, we acquired Spinner N(;r\\"o:-~
and Nullsofr's Winamp and SHOUTcast brands ro provide the tools for our services and parrners
to develop custOmized music experiences, In addition, we bought MovicFone, the narion's hrg~~
online movie guide and ticketing service:, and \'V'hcn.com, which allows us to offcr the increasing!:.-
popular application of online calendaring.
During the year, we enhanced our core AOL service to provide even more personalizarion and
build on its value proposition. Following the success of AOl. 4.0, which experienced the fastes~
member adoption rate of any pre\.jous software, we arc introducing AOL 5.0, our next~gen-
eratioll cliem. Among its many exciting innovations is "You've Gor Pictures!" _ enabling Our
members to easily share photos online.
We also slIccessfully introduced CompuServe 2000, and starred growing that service's
membership for the first rime in years. We have positioned CompuSeJ'\'e as our value brand to
enlarge: the ovcrall online audience by attracting price-sensitive consumers. We are continuing
to grow ICQ and extend irs communications functionality with services like free Web-based
e-mail and ICQ-branded Internet telephony for its 38 million regisrrants. Also, Digital City
offers local COJlCent in 60 markers nationwide, and has more than five million unique visirors
monthly. We will conrinue to use our shared infrastructurc to grow our brands and rarger
strategic market segments.
Second, many Internet consumers are seeking to extend their interactive experience beyond
tbe PC in an integrated, affordable and simple way. .
We believe consumers are looking to AOL to pull all these interactive experiences togerher into a
seamless and convenient package that requires, for example, just one e-mail address for any device
or network. Over the past year, we extended our 'i\OL Anywhere" strategy with critical alliances
and investmenrs in interactive television, handheld connected devices and broadband connecti~'iry-_
Making real progress toward developing AOL TV for launch in the coming year, we concluded
key parrnering agreemems with Philips Elecrronics for advanced ser-rop boxes enabled for AOL
TV; Liberate Technologies for a eomprehensive software platform; and Gemstar International
for electronic programming guides, which will be t~e cornerstone of the AOL TV experience.
We also formed a strategic alliance with Hughes Electronics to offer AOL TV to Hughes'
DIRECTV subscribers, "
Taking a first step to extend AOL-branded inrerconnectivity to handheld devices, we arc making
AOL e-mail available via personal organizers and we are exploring ways to develop a more full-
featured version of AOL sofrware for other portable devices.
Also, we are continuing to make progress in our commitment to embrace all technologies for
high-speed access as they become ready for the mass market. Such a broadband "tapestry" of
suppliers using multiple technologies will provide liS with the broadest footprint in the market
and help make broadband access a reality for mainstream consumers.
'..~~
. ,
".' ~. " I"' " ~ ~: 1" ,4 .: .
",,..r<1',l>1;"~>_"'l;>I' ,;.>!". , "'~"""""""'"""."'.~."""""""""'"'"''~'~''''''' ,.""""".....''''.,.'.,.''.,..''''''.,',""'''''',,.~.,....,''',. ',,", ~.~"" . C', ..,.
''''"'''',. '., , '.'" .~,.
driven in
1998 holiday
sales by AOL
l alliances formed
with Bell Adamic,
SBC. Amerirech
and GTE to pro-
vide high-speed
DSL access
rn-----;
~ launches
CompuServe 20:
;
" '5
"
"c 1_
:':i
:::I
'" "i1
i-! . ~1
~
", :~
.-
~ .~
!!l
J
$~
;1
j
i ~
$a ~
J
~ ~
I :~
':lI :J
! -~
r~
;I' t;l
J :::1
i :!1
... : i!I
We have formcd alliance; wirh Bell Atlantic, SHe Communications, Ameritech nnd GTE to
make our high-specd AOL-Plus service nvaibbk ro our members through their DSL
conneceivity.. Togeeher, chose companies cover 65% of all U .S, households. Contributing to our
broadb:lIld tapestry is our m:m:gic alliance with Hughes Electronics. Through Hughes' DirccPC:
satellite system, we will bc able to offer broad hand access to AOl. mell1b'crs naeionwide.
Third, doihg business and shopping online will become even more efficient and
,~ convenient as e-commerce reaches the next level of success.
Even as our Company ser Internet records for advcrtising nnd commerce rf.'Venues and for the t()tal
sales of goods and sCl"I.icc.\, we continued to make it easicr for businesses ro go online and
consum~rs to make Internet purchases. '
During fiscal 1999, we signed 58 multi-year advercising and commerce agreements, each worth
in excess of $1 million. In the Internet's largese e\'cr adwrcising and markeeing partnership, we
reached a five-year agrecmenc worth up to $500 million wirh First USA.
Designed to enhance the shopping experience across our brands, our Shop@AOL initiative is
secring a new industry standard for consumer convenience. Shop@AOL provides seamless
integration to our commerce pareners' sites and new Web-based tools to help them prOlllClte
their products even more effeceively on the service. In the coming year, we will also introduce
Shop@Neescape and Shop@CompuServc.
The Sun-Netscape Alliance has introduced "iPlanet" as its new produce brand for its
comprehensive, easy-to-deploy Internee infrastructure and e-commerce solucions. l}y fiscal ycar's
end, more than 300 companies, including over half of the Fortune 100. turned to the Alliance
to help pUt their businesses online.
Fourth, Internet use worldwide will explode with the increasing availability of
connected devices,
Our multiple-brand Strategy has strongly positioned us to take advantage of ncw opportunities
around the world, as well as suppore our long-term global growth and leadership.
Over the past year. AOL International (including AOL and CompuServe) topped 3 million
members outside the US, just 2-1/2 years after the firse AOL International service was founded in
Germany. Our strongest international brand. ICQ, continued it.~ rapid overseas growth - with
nearly two-thirds of its 38 million registrants based outside the US. In addition, Netscape
Netcenter also ~asts a significant international audience.
i :~
'I ~ We are pleased with the momentum this past year in our AOL Japan service, and our new
Australian service is making inroads into that market. With the Cisneros Group, AOL Latin
. :::1 America is gearing up to launch locali,ed AOL services in Brazil. Mexico and Argentina. We
I ,~also made a strategic investment in China.com to strengthen our role in the AOL Hong Kong
service to be launclled in the coming year.
. '!!]
I~
. ~
I
. ~
! ~
! :~
! ~~
I
L~
In Europe, we extended our leadership as the largest pan-European Internet service with our
AOL and CompuServe brands. In one new initiative, we are employing our multiple-brand
serategy to launch Netscape Online, a new Internet service, for the emerging "subscription-free"
value market in the UK, where regulations allow ISPs to fund their basic operations with a share
of local telephone tolls.
Finally, as the medium becomes more central to people's lives, it will become increasingly
critical that we build public trust and ensure that the medium serves the public interest.
We are continuing to take the lead on the full range of public policy and social issues
surrounding the growth of the Internet both in the United States and abroad.
Many of the policy issues are ultimately centered on creating :i. better environment for online
consumers. Safeguarding children, protecting privacy. enforcing security and ensuring fair tax
treatment of online purchases are just some of the issues on which America Online has led
r.,;~1~"i':>;;;1l
~~ii.~"i.!*l
~
~2~~,~_ ,_t6l('First:U~4\'. AOL Member~hfp: ::" ICQ' : ,.." ;'AOL acquire~ Netsc:~pe _ When.com, '
., ----
forge t.h~ Internee's largest
~" advertlsmg partncrshi~ -:
l~ ~ 5 years, up to $500 nulhon
t:_,. ._ _,,~_-.'~
~ exceeds 16 million
I .
~ reaches 30
million
~ and launches Strategic alliance
with Sun Microsystems
lid' .'
~ ca en armg servIce
acquired by AOL
regIStrants
="". ,
~_, ..,.....,...., ,,~":".,.'.~'~~:'"I''"''''"'.r,.....'.~..,.q ~.
. ."';'oW .-~. "',",'~....~_,.i"P'~",.,'''.~..'-' '~.'.,I,I.'~,';rrl".'::,""":"""'"
, "'~'I<:.!". ';rn~~,l-'l:'I,... .'......."", .- I .. .,.., ,'/.'.
Shareholder Value
AOL vs. S&P 500
(A.<;I.iMES A S 1,000 I:'I"fSTMEN1')
$700.000
$600,000
$SOO,OOO
$400,000
$300,000
$200,000
$100.000
$0
I I I I I I J I I.
~~ ~ ll; :\l '" ... ~ 8?
Cl '"
II ~ ., ., ., ~ " .. .,
~ !i ~ ~ !i ~
~.:; .:; .:; ..; ..; .:; ..;
AOL
S&P 500
c,ditiollS of induSLry I'q)n:sC'IH:tliws, consumer :<dvocl(cS and government of/lci:!:s to huild
effective, medium-wide salmions.
At the same time, we ;Ire also working hard to maximize the medium '$ positive impacl. t:or
ex:tmple, we will soon intrpdllce exciting new tools th:tt will enabic people to donate their tin;.
or money online and connect to the hundreds of thousands of nonprofit org;lIlizations :llld
charities. \'V'e arc also working to use this mcdium to rcinvigorar.: the politic:t! process and hel;:
more people connect more easily with government sen'ices, and have invested signiflc:tnrly in'
empowering students, teaehers :tnd pare!HS to use ilHer:lctive services :ts :t tool for greater
learning achievement. Perhaps most impOrtant is our work on bridging the "digit:tl dividc"
bcrween the information t.echnology "haves' :md "have-nots" so the interactive revolution doe~
not leave behind the very popul:uions who need the empowcrment of thcse tools the: mo$(. TI-.
AOL Foundation, now in its third yeu, plays a leadership role on all these issues, and we arc
excited abollt its promise for the future,
To bring the filii benefits of this medium to ali people as quickly :lS possible, the Internet must als:
continue to grow in an open environment, wherc compctition, choice, and innovation can conrin~
to flourish. \'V'e supporc a policy of open access for high-speed connectivity _ over cable or phone
lines - for JUSt this reason, because we believe that's the best way to ensure the online medium can
grow to irs full potenti:tl in a way that benefits cveryone.
The Best Is Yet To Come
If you walk the halls and through the: workspaces .at Amcrica Onlinc, you'll see a corc of
dedicated, committed employees who come: to work evcry day determined to make a differenc~
We're proud to work with thcm and sharc their excitememabour the future. On walls
throughout our buildings around the world, our mission statement rcminds us all what that
futurc holds: "To build a global medium as central to people's lives as the telephonc or
tclevision...and even more valuabli::."
As we prepare to usher in the new century, we ace excited about the future of the interactive
medium and our Company. To prepare for the coming opportunities of a more connected worl:
we are working h:lrd to broaden and deepen our capabilities. We will remain opportunistic as
the industry consolidates. Using our shared infrastructure, we will continue to drive the rapid
development of AOL and our other brands, our '~OL Anywhere" strategy, and our
international presence to make us even more central to the lives of our members and other
Internct consumers.
All of the p:lSt year's successes undcrscore that America Online has never been in a better financi~
operational and strategic position. We fully expect to acceleratc this momentum on all fron.s in d:
coming year. America Online will be better positioned than ever to lead the emergence of the
connected society, create even more shareholdcr value, and build a medium that we can be proud of.
Warm regards,
~~~
Steve Case
Chairman and Chief Executive Officer
~
Bob Pittman
President and Chief Operating Officer
M~;2 -~~~~~~~~~~~~~~:41'i1~~~~i~~~~~~~;~~~7itii~~:i-::/::-0:.
F., .-yt-Ml-..,a '0.- '--.c~o.mJ..c'()- r::,p ..,.,,.....-" I
"~'. .~~~~2~:S:;::~:.~.;J~~~~~~~~6ht:~.~1r:;::f.?s:f.[f:~~~~S ..:.~~I
For more information about America Online, Inc., ,isH. our corporate Web site.
, 'y' '. "'......~. ~ -"r:-~
" . Netscape Netcenter.. . -. Aqt":mc;'ri!~~~~I1~~:~1~:}L'
L tops 17 million
registrants
June /9
'=:-7"~~~.t~i;f~It:':; :<~i::~.
.~ . 'T -i~~~~1iij::~::~:~:~:-"'.:~:'
~ the nation's #] movie guide l forms alliances with l Spinner.com,
and ticketing company Gemsrar, DlREcrv; Winamp, and
Hughes Network SHOUTcast-
Systems, Philips acquired by AOL
Electronics, and
Liberate Technologies
exceeds ] 7 million
~~_ ~ _ "'N",,,,,,,,,,,'l!r,~AI!f,I;J:,,,,,,,,_..~PiIft'I""
"""I~:'~~~""~~"'7"".;;I."~~1":",,~.:"'~.:,:.':'oll~J~r,.r'l"::~~~\(",~l'l!':<'1,I"'I'_"","~'l\',l~l';",~~,,_.~.~~!'o,r,~~~"'f!I'l".1'1o~i'R?~"",?~"'i~'I';"!_~,""''I"' "r-"""'=""'~Wf:"'r._.,A''''~'':~...n'''
,,,-,;.'"':'''''-'''''~,..,:,~,~
,
~ j-
r
:~.
j
:~'
j
~ ,~
j
~ :s
i
;. ;!
~,: ~S'
~ ;'!
I
lIii! :,_
:1 ~
fi !
'.. ,~
'I ,~
'.. 'iiiI
;_ ,::I
I ,~
,I .
fi ~!
ii :!
. :ii
'I '~
II! '.
:1 :~
:i ~~
'!! .iI
II ~.~
'Ii.! !~
:1 ~.
~ Iii
11 ..~
I! ; ill
il : ~
ti : ~
~:,
~ i]
~]
~
a ~]
't1 I .~
l" "H'~
SIeve Case
Chairlll31l & Chief Excclllive Officer
Bob Piltman
Pl'esidclll & Chief Operaling Officer
Ken Novack
Viee Chairman
niII Raduchel
ChiefTechnolog)' Officer
Kathy Bwhkin
Senior Vice President & Chief
Communicadons Officer
Paul Cappuccio
Senior Vice Prc$idcnr & General Counsel
~
.~
.~ .
Board of Dircctors
AlIleric.1. Online, Inc.
Scnior Corporate E.'Cecuti\"c$
S'
Stephen M. C-uc
Chairman of the Board
& Chieff:(eculiv.: Officer,
Amcrica Oljlline, Inc.
Daniel F. Akerson
Chairman of rhe: Board.
Nexrc:l Communications Inc.
Co-Chairman,
Eagle Rh'cr, L.L.c.
James 1. Barksdale
Parrner,
lhrkscble Group
FrankJ. Caufield
Parcner,
KIc..incr Perkins Caufield & Byers
General Alexander M. Haig, Jr.
Chairman & President,
Worldwide: Associates, Inc.
William N. Mdton
Chairman & Chief Execurive Officer,
CyberCash, Ine.
Dr. Thomas Middelhoff
Chairman & Chief Execlllivc Officer,
Berrelsmann AG
Robert \v. Pittman
President & Chief Oper:lting Officer,
America Online, Inc.
General Colin L Powell
USA(Ret)
Franklin D. Raines
Chairman & Chief Executive Officer,
Fannie Mae
'~
Sheila auk
Scnior Vice President. Legal & Corporare Secretary
Miles Gilburne
Senior Vice President, Corporare Dcvdopmenl
Mike Kelly
Senior Vice President & Chic:F Financial Officer
Len Leader
President. III\'estmems
Jim MacGuidwin
Senior Vice Presidenr, Controller. Chief
Accounting & Budgeting Officer
Ray Murphy
Senior Vice President & Treasurer
George Vradenburg, III
Senior Vice President for Global and
Strategic Polic)'
Shareholder Information
America Online, Inc.
Form 10-K
Copies of the Company's Annual Report on Forn. lOoK for the )"",r ended June 30. 1999
(excluding e"bibits hemo) arc anibble wirhouc ch,rge. upon requCSI to the.Corpor:lte
Sccrcmy. Ameria Online. Ine.. 22000 AOL Way, Dulles, VA 20166.
America Online, lnc. Web Site
For more information on the Company. plcase
visit its Web Sicc at www.:aoI.comlcorp.
Fonvard-Loolcing ScatcmCllts
P1C1SC refer to the section entitled "Forw:lrd-Looking Statements" under Man.tgcment's
I>iscussion and An:dysis ofFinancial Condition ,nd R.csules of Opct:lrions on Form lOoK for
the year ended June 30, 1999. which accomp,nies and is P'lrt of this Annual Report. for a
discussion rebcd to forw:trd-loolcing satcmenes cont:tined in this Annu:ll Report.
Corporate Hcadquancrs
22000 AOL Way
Dullcs. VA 20166
Tmemark Info~t.ion
Ameria Online, AOL. AOLnet. Buddy List. and the eomp'ny's trcngle logo ,rc rcgistetcd
tr:ldemarks of America Online. Ine. AOLCOM. AOLNetMail. ICQ. Inst,nt Messenger.
Digital City. AOL Instant Messenger. AOL NctFind. Insant Message. and l':trcnt:tl Controls.
,re tr:ldcnurks of America Online. Ine.
NCtsClpc is a registered tr:ldem,rk of Nets ape Communiarions Corpor:ltion. a subsidiary of
AmeriCl Online. Inc.
CompuScrvc is a rcgistcrcd trademuk of COmpUSe.....e Intet:lccivc ~rvices. Inc.. a subsidiary
of Amcria Online. Inc.
Certain other names and logos dut arc protectccl by trnden.,rk appc>r throughout this
report. R,lthcr than list the n:unes and entities thar own those tt:ldelll3rks or insert a
tmcmark symbol with c::ach mention of the tI:1me protcaccl by trndcmark. Ameria Online.
Inc. sates that it is using the names only for cc1irori:d purposes and ro the benefil of the
tt:ldcm:ltlt owner with no intention ofinfringing upon th'l tr:Idemark.
Scnior Operaring Executives
Barry Ariko
Senior Vicc Prcsidenr, Neesc:\pe Enrcrprisc GCC\
Myer Derlow
Pre$idem, Incer"crivc Marketing
Ann Brackbill
Se:nior Vice Prcsidclll. Communicaeio/l$
Jan Brande
Prcsidenr, Markering
Marshall Cohen
Senior Viee President. Br:mcl De\'dopmenr
David Colburn
Presidenc. Husiness Affairs
Jack Davies
Pres idem, Imernarional
Donn Davis
Chief Operating Officer, lnrcractive Properties C
Ted Leonsis
Presidcnt, Internctive Properries Group
Jim Martin
Senior Vice Presidcnr & General Manager, Nee~
Ray Oglethorpe
President. Technologies
Jonathan Sacks
Senior Vice President & General Manager,
AOL Service
Steve Savign.ano
Senior Vice President, Netscape Enterprise Grot
Barry Schuler
Presiaenr, Interactive Services Group
Mark Stavish
Senior Vice President, Human Resources
Mayo Stuntz, Jr.
Chief Operating Officer, Interactive Services Gro
Audrey Weil ,
Senior Vice President & General Manager,
CompuServe Service
Transfer AgCftt and Registrar
IbnkBoston. N.A.
do EquiScrvc
P.O. Box 8040
Boston. MA 02266-8040
Invator Rcl:ttions Number: (781) 575-3400
, Internet Address: hnp:/Iwww.equiscrvc.com
M.ukct Price of Common Slock
The following t:lble sets forth the "'nile of high and low sale prices for the Comp:lny's
Common Stock fur the periods indicatccl :md ttflCCts :ill srock splies dfeac:d by the Com!""
For the QIl"rfe1' ended. Hi~h Low
September 30. 1997 $ 10.06 S 7.06
December 31. 1997 $ 11.41 S 8.00
Much 31.1998 S 17047 S 10.31
June 30. 1998 $ 27041 S 17.31
September 30.1998 S 35_13 $ 17.50
December 31.1998 $ 80.00 $ 20.66
March 31.1999 S 153.75 $ 67.00
June 30. 1999 $ 175.00 S 89.50
The Con.pany Ius never declared. nor has it paid, any cash dividends on its Common
Stock. The Company currently intends to rcain its earnings to finance fueure growth
and. therefore. docs not anticipate paying ash dividends on itS Common Slock in the
forcscc:able future:.
As of August II, 1999. the approxilll3te number of stockholders of record of Comnlon
Stock W:lS 25.006. This docs not include the number of persons whose stock is in nomi
nee or .street name" accounts through brokers.
Exchange Information
The Company's Common Slock is tt:ldccl on the New York Stock Exchange under the
symbol "AOL.
Options on the Comp'ny's stock arc tt:ldccl on the Chicago Board of Options Exchang'
the Amcrian Stock Exchange. and the Pacific Stock Exchange.
Independent Auditors
Ernsl & Young LLP
Vienn,. VA
LcgaI Counsel
Mintz, bin. Cohn. Ferris. Glovsl.:y and Popeo. P.,
Boslon, MA .
FORM lO-Q
SECURITIES Al\l) EXCHANGE COMMISSION
Washington, D.C. 20549
.
I
(Mark One)
[XJ Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended: September 30, 1999
OR
[J Transition report pursuant to section 13 or 15(d) ofthe Securities Exchange Act of 1934
For the transition period from
to
Commission File Number:
001-12143
America Online. Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
54-1322110
(I.R.S. Employer Identification No.)
22000 AOL Wave Dulles. Vir2:inia 20166-9323
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (703) 265-1000
Fonner name, fonner address, and fonner year, if changed since last report: Not applicable
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15( d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
x
No
Indicate the number of shares outstanding of each of the Issuer's classes of Common Stock, as of the latest practicable
date.
Title of each class
Common stock $.01 par value
Shares outstanding on October 15, 1999 .............................................................................1,117, 743,377
PART I.
Item 1.
Item 2.
Item 3.
PART II.
Item 6.
Signatures
AMERICA ONLINE, INC.
INDEX
.
FINANCIAL INFORMATION
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets - September 30, 1999
and June 30, 1999
Condensed Consolidated Statements of Operations -1bree
months ended September 30, 1999 and 1998
Condensed Consolidated Statements of Cash Flows - 1bree
months ended September 30, 1999 and 1998
Condensed Consolidated Statement of Changes in
Stockholders' Equity - TIrree months ended
September 30, 1999
Notes to Condensed Consolidated Financial Statements
Management's Discussion and Analysis ()f Financial Condition
and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
OTHER INFORL'1ATION
Exhibits
2
Page
3
4
5
6
7
10
16
17
17
18
AMERICA ONLINE, INe.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in millions, ~xcept share data)
~
CUrrent assets:
Cash and cash equivalents........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments................................................. - . . . . . - . . . . . .
~rade accounts receivable, less allowances of $55 and $54, respectively..... ........
Other receivables............ ........ ........... ............... . . . . . ...... . . . . ... . . .
:?repaid expenses and other current assets...........................................
~otal current assets................................................................
:?roperty and equipment at cost, net.................................................
Other assets:
Investments including available-for-sale secur1t1es................ .... ...... .......
Product development costs, net......................................................
Goodwill and other intangil:lle assets, net...... ..... ... ................. ...... ... .,.
Other assets and deferred income taxes........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LIABILITIES AND STOCKHOLDERS' EOUITY
Current liabilities:
I'rade accounts payable....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued expenses and liabilities....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
;)eferred revenue.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued personnel costs.....-................................................. . . . . . . .
Deferred network services credit............................................ . . . . . . . .
Total current liabilities...........................................................
Long-term liabilities:
Notes payable............................ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue....................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred network services credit........................................... . . . . . . . . .
Total liabilities...................................................................
Stockholders' equity:
Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued
or outstanding at September 30 and June 30, 1999.. ............... ........... ... ...
Common stock, $.01 par value; 1,800,000,000 shares authorized.
1,116,859,792 and 1,100,893,933 shares issued and outstanding at
September 30 and June 30, 1999, respectively.....................................
Additional paid-in capital............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehe~sive income - unrealized gain on
available-for-sale securities, net................................................
Retained earnings.............. , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - . . . . - . . . . . . . . . . . . .
Total stockholders' equity.......,..................................................
See accompanying notes.
3
September 30,
1999
(Unaudited)
$1,330
429
346
122
181
2,408
744
2,760
110
422
58
June 30,
1999
$ 887
537
323
79
153
1,979
657
2,151
100
454
7
$6,502 $5,348
------------ ---------
------------ ---------
$ 88 $ 74
941 795
711 646
195 134
76 76
------------ ---------
2,011 1,725
341 348
111 30
12 15
178 197
------------ ---------
2,653 2,315
11
3,079
424
335
3,849
11
2,703
168
151
$6,502 $5,348
3.033
------------ ---------
------------ ---------
AMERICA ONLINE, INC.
CONDENSED CONSOLIDATED STATEMEN:.J.:>F OPERATIONS
(Amounts in millions, ext;ept per share data)
(Unaudited)
Revenues:
Subscription services.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .
Advertising, commerce and other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ . . . . . . . .
Enterprise solutions......................................................
Total revenues.............................................. _ . . . . . . . . . . . . .
Costs and expenses:
Cost of revenues...... _ . . . . . . . . . . . . . . _ . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ . . -. . . . .
Sales and marketing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . .
Product development _ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative................................................
Amortization of goodwill and other intangible assets....... ._. ..... .......
Total costs and expenses. . . . . . . . . . _ . . . . . . . . . . . . . . _ . . . . . . . . . . . . _ . . . . _ . . . . . .
Income from operations. .. _...............................................
Other income, net............................................ _ . . . . . . . . . . . .
Income before provision for income taxes..... .... ........... ........ ......
provision for income taxes......... . . . . . . . . . . . - . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income........................ _ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ . . . . . . . . .
Earnings per share:
Earnings per share-diluted......... . . .. . ..... .. .. ... ...... . . . _.... . .. .. ...
Earnings per share-basic.......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ . . _ . . . .
Weighted average shares outstanding-diluted..... ........ ..... _., ....... ...
Weighted average shares outstanding-basic........ ............ _....... .....
See accompanying notes.
4
Three months ended
September 30.
1999 1998
$ 995
350
122
1.467
791
209
67
117
18
1,202
265
37
302
(118)
$ 184
$ 0.14
$ 0.17
1,287
1,110
$ 723
175
101
999
583
174
67
82
16
922
77
5
82
(6)
$ 76
$ 0.06
$ 0.08
1,199
997
AMERICA ONLINE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in ,millions)
(Unaudited)
Cash flows from operating activities:
Net income .......................................................... _ . . , . . . _ . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash restructuring charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred network services credit............ ........... ...... ..... .....
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensatory stock options..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . _ . . . . . . . . . . . .
Deferred income taxes..........................................,........,..,...........
Changes in assets and liabilities. net of the effects of acquisitions and dispositions:
Trade accounts receivable....................................,.......................
Other receivables.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets................... ......... ...., ...........
Other assets..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments including available-for-sale securities...... ... ..... .... ............ ....
Accrued expenses and other current liabilities........... '" ..... ... ...... ........ ...
Deferred revenue and other liabilities........................... ... ....... ...... ....
Total adjustments................................................ _ . . . . . . . . . . . . . . . . . _ . . .
Net cash provided by operating activities. ................................. ............
Cash flows from investing activities:
Purchase of property and equipment.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Product development costs..............................................................
Proceeds from sale of investments......................................................
Purchase of investments. including available-for-sale securities. ..... .................
Proceeds of short-term investments. net....... .......... ...... .... ..... ......... .......
Other investing activities..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . '. . . . . . . . . .
Cash flows from financing activities:
Proceeds from issuance of common stock. net.... ................... .... ............ ....
Principal and accrued interest payments on line of credit and debt.... .......... ... ....
Proceeds from line of credit and issuance of debt..................... .......... .......
Net cash provided by financing activities.............................. ...... ..........
Net increase in cash and cash equivalents... ... ....................... ......... ........
Cash and cash equivalents at beginning of period........................... ............
Cash and cash equivalents at end of period..... .............. ...... .... ..... ...........
Supplemental cash flow information
Cash paid during the period for:
Interest. . . . . . . . . . . . . . . . . , . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
See accompanying notes.
5
Three months ended
September 30.
~999 ~998
$ ~84 $ 76
2
(~9) (19)
79 67
3 3
117 6
(24) (43)
(43) (44)
(27) (9)
(52) 4
(99) 4
204 30
147 45
------- -------
288 44
------- -------
472 120
(134) (63)
(18) (10)
14
(94) (82)
108 89
15 (13)
------- -------
(123) (65)
97 602
(3) (1)
1
-------
94 602
-------
443 657
887 677
------- -------
$1.330 $1.334
------- -------
------- -------
$ 2 $ 5
>
~
~
;:,J
0'
r:l
~
00
c:::
r:l
Q
...:l
o
g
U
o
~
00_
z.s
~ c:
CI.l"Cl
. f;;:l G.l
uc;
zz..::
~~i
zu~~
~~~G.l
...:loG.l~
Z fIi "C
O~c=
<Z~g
Uf;;:lSe,
~ ~.~
~<~
<~;
Q- Q
~ S
~S
<
Q
-
...:l
o
00
z
o
U
Q
~
00
Z
r-l
Q
Z
o
U
'0 CIl
III 0'1
C C
-roI ..rot
III C
.u k
III III
..:to:I
III
'0 .~ t
III CIl Z
~ k C
~llllGi
g .u III E
::I 0 k 0
o Co 0
o E C
Ill: 8'"
~
III C....
6":'B
.... '0....
.u .... Co
.... III III
'OlloU
~
~
o
o
.u
en
C
o
E
E
o
U
....
III
.u
o
E-o
.u
C
is
E
.cc
CIl
III
k
III
.<:
CIl
M
M
o
M
..".
....
Ltl
....
..".
CD
\D
....
..".
M
o
r--
N
..".
....
....
..".
M
M
'"
M
'"
CD
o Ltl
o ....
....
....
r--
'"
M
MI"""fCD~
.... ....CD
"" ........
\D ,
Ltl
N
r--
'"
M
r""'f""'tcx).
Ltl ....
.... ....
'"
'"
'"
r--
o
'"
10 ,
\D
CD
r--
Ltl
.u
III
C
CIl
III
....
.u
....
k
::I
U
III
CIl
>>
k
o
.u
III
CIl
c::
III III
0. ....
CIl E 1ll"C
c:: 0 C CIl .u III
OU 0'.Cl.u
.... CIl k III III
.u.....C C 0'0""
Co 0 0.... ..... III
o -rt C'tS I ...... ~
~ c::.u C'l III 0
...,0.....00. .... .u
III 0 0.... 0'o.Cl c.... III
.u .u III III 0"'" E
III III III III ~ N........ III 0
III III NU........IIlCU
UC........O....lllkIllC
COO.u.uIll>IIl.Cl....
l\l E \.< k III III III >
....EIIlO \.< CX.u
III 0 X E C 0 III III
~UCIl.cc ::> UE-oZ
0\
0\
0\
....
0'0
.., III
:l
III III
C III
.; ....
''''
CD
....
'" II
"" II
CD II
- II
M II
..". II
II
II
II
II
II
II
Ltl II
M II
M II
II
..". II
II
II
II
II
II
II
II
II
"" II
N II
'" II
II
II
..". II
II
II
II
II
'" II
r-- II
o II
- II
M II
II
<t> II
II
II
....
....
..".
N II
'" II
r-- II
II
'" II
Ltl II
CD II
- II
\D II
.... II
.... II
- II
.... II
II
III
C
o
....
.u
Co
o
~
U
o
.u
III
0\
0\
0\
....
o
M
o
.u
...
III
~
III
...,
Co
III
CIl
.u
III
III
III
U
c::
III
....
III
~
..;
..,
C
:0::
~
.~
is
~
C
"
"
I:
<:.l
~
\C
AMERICA ONLINE, INC.
NOTES TO CONDENSED CONSOLIDATED FI1~ANCIAL STATEMENTS
,
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements, which include the accounts of
America Online, Inc. (the "Company") and its wholly arid majority owned subsidiaries, have been prepared in
accordance with generally accepted accounting principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial statements. In the opinion of
management all adjustments, consisting only of normal recurring accruals considered necessary for a fair
presentation, han' been Included in the accompanying unaudited financial statements. All significant intercompany
transactions and balances ha\"e been eliminated in consolidation. Operating results for the three months ended
September 30, 1999 are not necessarily indicative of the results that may be expected for the full year ending June 30,
2000. For further Information, refer to the consolidated financial statements and notes thereto, included in the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1999.
Note 2. Earnin~.. Per Share
The follo\\ mg table sets forth the' computation of basic and diluted earnings per share for the three months
ended September 30. 1999 and 1998:
(in millio~~ ex=c~: for per share data)
Three months ended
September 30,
1999 1998
Basic ear~~~=~ :~~ ~~are:
Net i:::::::~e a.....~:a::.:e :0 common shareholders................................... $ 184 $ 76
Weighted a~era=~ s~a=es o~tstanding. .... .............. .......... ......... .....
1,110
997
B~sic ear~~~=s per s~a=e............................................. ......... $ 0.17 $ 0.08
Diluted ea=~~~=~ cer share:
Net inco~e a~a~:a::e to common shareholders................................... $ 184 $ 76
Interest c~ c=~~er::ble debt, net of tax...................................... 2
Adjusted ne: ~~co~e available to common shareholders
assllrr.i~g cc;':..-ers:o:l.".......... - . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 186 $ 76
Weighted average shares outstanding.. .......... ................. ...... ..... ...
Effect of dil~:ive securities:
Employee s:oek. op:io:1.s..................,............................... _ . .
Warrants. . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Convertible deb:....,............. _ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,110
997
157
174
28
20
Adjusted weighted average shares and assumed conversions... ....,...... ........
1,287
1,199
Diluted earnings per share............. . . . . . . . . . _ . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $ 0.14 $ 0.06
7
Note 3. Comprehensive Income
For the three months ended September 30, 1999 and 1998, compr",nensive income was $440 million and $31
million, respectively. The difference between net income and comprehensive income for each period presented is due
to net unnealized gains or losses on available-for-sale securities.
Note 4. Merger and Restructuring Charges
During fiscal 1999, the Company recorded the following charges related to mergers and restructurings:
. Approximately $15 million of direct costs primarily related to the mergers of MovieFone, Inc.
("MovieFone"), Spinner Networks Incorporated ("Spinner") and Nullsoft, Inc. ("Nullsoftll). These
charges primarily consisted of investment banker fees, severance and other personnel costs, fees for legal
and accounting services and other expenses directly related to the transaction.
. Approximately $78 million of direct costs primarily related to the mergers of Netscape and When, Inc.
and the Company's reorganization plans to integrate Netscape's operations and build on the strengths of
the Netscape brand and capabilities. This charge primarily consists of investment banker fees, severance
and other personnel costs (related to the elimination of approximately 850 positions), fees for legal and
accounting services and other expenses directly related to the transaction.
. Approximately $2 million in merger related costs in connection with the merger of AtWeb, Inc. These
expenses were primarily associated with fees for investment banking, legal and accounting services,
severance costs and other related charges in connection with the transaction.
The following table summarizes the activity during the period ended September 30, 1999. The balance ofthe
restructuring accrual is included in other accrued expenses and liabilities on the consolidated balance sheet and is
expected to be paid by the end of this fiscal year.
(in millions)
Balance
JW1e 30, Non Cash
1999 Items
Balance
September 30,
Payments 1999
Banking, legal. regulatory
and accounting fees...........
Severance and related costs.....
Facilities shutdown costs.......
Miscellaneous expenses..........
$ 4
11
8
(3)
$ -
(2)
$ (3)
(3)
(1)
$ 1
6
7
(3)
Total. . . . . . . . . . . . . . . . . . . . . . . . . . .
$20
$ (2)
$ (7)
$11
--------
--------
Note 5. Segment Information
There are no intersegment revenues between the two reportable segments. Shared support service functions
such as human resources, facilities management and other infrastructure support groups are allocated based on usage
or headcount, where practical, to the two operating segments. Charges that cannot be allocated are reported as
general & administrative costs and are not allocated to the segments. Special charges determined to be significant are
reported separately in the Consolidated Statements of Operations and are not assigned or allocated to the segments.
All other accounting policies are applied consistently to the segments, where applicable.
8
A summary of the segment financial information is as follows:
Three months ended
September 3D,
1999 1998
(Amounts in millions)
Revenues:
Interactive Online Services.............. ...
Enterprise solutions. ..... ..... ... ..... .....
$1,345
122
$ 898
101
Total revenues...........................
$1,467
$ 999
Income (loss) from operations:
Interactive Online services (1) ........ .....
Enterprise Solutions (2) ................ ...
General & Administrative...... .....,.. '.....
$ 356
26
(1l7)
$ 166
(7)
(82)
Total income from operations... .........
$ 265
$ 77
1. For the periods ended September 3D, 1999 and 1998, Interactive Online Services include goodwill and other
intangible assets amortization of $18 million and $16 million, respectively.
2. Enterprise Solutions amortization of goodwill and other intangible assets is immaterial for periods
presented.
Note 6. Subsequent Events
On October 20, 19'99, the Company entered into a strategic relationship with Gateway, Inc. to increase growth
of the Company's services. As part of the agreement, the Company will invest $800 million in common and preferred
stock in Gateway, Inc. over a two-year period. Of the $800 million, $180 million will be the Company's common
stock and the remainder will be cash. In addition, Gateway, Inc. will make an $85 million commitment to market
software and Gateway, Inc. products and services on the Company's brands. The Company expects to take a pre-tax
charge of $30 million in connection with its acquisition of an interest in Gateway.net subscribers in the quarter in
which the transaction closes.
On October 28, 1999, the Company's stockholders approved an amendmerit to the Company's Restated
Certificate of Incorporation to increase the authorized number of shares of common stock from 1,800,000,000 to
6,000,000,000.
On October 28, 1999, the Board of Directors of the Company declared a two-for-one common stock split, to
be effected in the form of a stock dividend. On the payment date of November 22, 1999, stockholders will receive
one additional share for each share owned on the record date of November 8, 1999. The impact of this stock split is
not reflected in the accompanying financial statements.
Note 7. Legal Proceedings
The Department of Labor ("DOL") is investigating the applicability of the Fair Labor Standards Act
("FLSA") to the Company's Community Leader program. The Company believes the Community Leader program
reflects industry practices, that the Community Leaders are volunteers, not employees, and that the Company's
actions comply with the law. The Company is cooperating with the DOL, but is unable to predict the outcome of the
DOL's investigation. Former volunteers have sued the Company on behalf of an alleged class consisting of current
and former volunteers, alleging violations of the FLSA and comparable state statutes. The Company believes the
claims have no merit and intends to defend them vigorously. The Company cannot predict the outcome of the claims
or whether other former or current volunteers will file additional actions.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Founded in 1985, America Online, Inc., (the "Company") based in Dulles, Virginia, is the world's leader in
interactive services, Web brands, Internet technologies and electronic commerce services. The Company operates
two worldwide subscription based Internet online services, the AOL service, with more than 19 million members, and
the CompuServe service, with more than 2 million members; several leading Internet brands including ICQ, AOL
Instant Messenger and Digital City, Inc.; the Netscape Netcenter and AOL.COM Internet portals; the Netscape
Communicator client software, including the Netscape Navigator browser; AOL MovieFone, the nation's number one
movie listing guide and ticketing service; and Spinner and Nullsoft, leaders in Internet music. Through its strategic
alliance with Sun Microsystems, Inc., the Company also develops and offers easy-to-deploy, end-to-end electronic
commerce and enterprise solutions for companies operating in and doing business on the Internet.
CQnsolidated Results of Operations
Revenues
The following table and discussion highlights the revenues of the Company for the three months ended
September 30, 1999 and 1998:
Three Months Ended
September 30,
1999 1998
(Dollars in millions)
Revenues:
Subscription services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advertising, commerce and other...........,.............
Enterprise solutions......................,.............
Total revenues.... _ . . . . . . . . . . . . . . _ . . . . . . . . . . . . . . _ . . . . . . .
$ 995 67.8% $ 723 72.4%
350 23.9 175 17.5
122 8.3 101 10.1
------- ------- ------- -------
$1,467 100.0% $ 999 100.0%
Subscription Services Revenues
For the three months ended September 30, 1999, subscription services revenues, which are generated mainly
from subscribers paying a monthly membership fee, increased from $723 million to $995 million, or 38%, over the
three months ended September 30, 1998. This increase is comprised of an increase in AOL subscription services
revenues of $268 million, as well as an increase in CompuServe subscription services revenues of $4 million. The
increase in AOL subscription services revenues was primarily attributable to a 36% increase in the average number of
AOL revenue generating subscribers for the three months ended September 30, 1999, compared to the three months
ended September 30, 1998, as well as a 3% increase in the average monthly subscription services revenue per AOL
subscriber.
At September 30, 1999, the Company had approximately 18.7 million AOL service subscribers, including
16.2 million in the United States and 2.5 million in the rest of the world. Also at that date, the Company had
approximately 2.2 million CompuServe service subscribers, with 1.3 million in the United States and 900,000 in the
rest of the world.
10
Advertising, Commerce and Other Revenues
The following table summarizes the material components of advertising, commerce and other revenues for
the three months ended September 30, 1999 and 1998: I
Three Months Ended
September 30.
1999 1998
(Dollars in millions)
Advertising and electronic commerce fees. ...... .........
Merchandise. ... . .. .. ...... . . . .. . .... . ...................
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 272 77.7% $ 132 75.4%
47 13.4 21 12.0
31 8.9 22 12.6
------- ------- ------- -------
$ 350 100.0% $ 175 100.0%
Total advertising. commerce and other revenues.......,..
Advertising, commerce and other revenues, which consist principally of advertising and related revenues, fees
associated with commerce and the sale of merchandise across the Company's multiple brands, increased by 100%,
from $175 million in the quarter ended September 30, 1998 to $350 million in the quarter ended September 30, 1999.
The increase is primarily attributable to additional advertising on the Company's AOL service, Netcenter portal, a..'1d
from the Company's other brands, as well as an increase in commerce fees. Advertising and commerce fees increased
by 106%, from $132 million in the three months ended September 30, 1998 to $272 million in the three months ended
September 30, 1999. Merchandise sales increased by 124%, from $21 million in the three months ended September
30, 1998 to $47 million in the three months ended September 30, 1999. This increase is mainly attributable to
improved response rates to advertising, as well as a larger base of subscribers. At September 30, 1999, the
Company's advertising aQ.d commerce backlog, representing the contract value of advertising and commerce
agreements signed, less revenues already recognized from these agreements, was approximately $2 billion, up
approximately $500 million from June 30, 1999.
Enterprise Solutions Revenues
Enterprise solutions revenues, which consist principally of product licensing fees and fees from technical
support, consulting and training services increased by 21%, from $101 million in three months ended September 30,
1998 to $122 million in the three months ended September 30, 1999. The increase was primarily driven by revenues
generated from the alliance with Sun Microsystems, Inc., which did not exist during the. three months ended
September 30, 1998.
Costs and Expenses
The following table and discussion highlights the costs and expenses of the Company for the three months
ended September 30, 1999 and 1998:
Three Months Ended
September 30,
1999 1998
(Dollars in millions)
Total revenues.......................................... 51.467 100.0% $ 999 100.0%
Costs and expenses:
Cost of revenues......"................................ S 791
Sales and marketing..., , . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . , 209
Product development........,....,....................... 67
General and administrative.,........ ..... ...., .......... 117
Amortization of goodwill and other intangible assets.... 18
Total costs and expenses... ..., ....,....... ..,." ......, $1.202
53.9% $ 583 58.4%
14.2 174 17.4
4.6 67 6.7
8.0 82 8.2
1.2 16 1.6
------- ------- -------
81. 9% $ 922 92.3%
11
Cost of Revenues
Cost of revenues includes network-related costs, consisting primarily of data network costs, personnel and
related crosts associated with operating the data centers, data network and providing customer support, consulting,
technical support/training and billing, host computer and network equipment costs, the costs of merchandise sold,
royalties paid to information and service providers and royalties paid for licensed technologies. For the three months
ended September 30, 1999, cost of revenues increased from $583 million to $791 million, or 36%, over the three
months ended September 30, 1998, and decreased as a percentage of total revenues from 58.4% to 53.9%.
The increase in cost of revenues in the three months ended September 30, 1999 was primarily attributable to
increases in data network costs, as well as personnel and related costs associated with operating the data centers, data
network and providing customer support, consulting, technical support/training and billing. Data network costs
increased primarily as a result of the larger customer base and increased usage per customer. Personnel and related
costs associated with operating the data centers, data network and providing customer support and billing increased
primarily as a result of the requirements of supporting a larger data network, larger customer base and increased
subscription services revenues.
The decrease in cost of revenues as a percentage of total revenues in the three months ended September 30,
1999 was primarily attributable to growth of the higher margin advertising, commerce and other revenues, as well as a
decrease in network-related costs as a percentage of subscription services revenue. The decrease in network-related
costs as a percentage of subscription services revenue was primarily driven by a 19% decrease in our hourly network
cost for the three months ended September 30, 1999. This decrease was mostly offset by an increase in daily member
usage, from an average of nearly 47 minutes per day in the three months ended September 30, 1998 to an average of
55 minutes per day in the three months ended September 30, 1999.
Sales and Marketing
Sales and marketing expenses include the costs to acquire and retain subscribers, the operating expenses
associated with the sales and marketing organizations and other general marketing costs to support the Company's
multiple brands. For the three months ended September 30, 1999, sales and marketing expenses increased from $174
million to $209 million, or 20%, over the three months ended September 30, 1998, and decreased as a percentage of
total revenues from 17.4% to 14.2%. The increase in sales and marketing expenses for the three months ended
September 30, 1999 was primarily attributable to an increase in direct subscriber acquisition costs related to the AOL
and CompuServe services and brand advertising across multiple brands. The decrease in marketing expenses as a
percentage of total revenues for the three months ended September 30, 1999 was primarily a result of the substantial
growth in total revenues.
Product Development
Product development costs include research and development expenses and other product development costs.
For the three months ended September 30, 1999, product development costs were unchanged at $67 million and
decreased as a percentage of total revenues from 6.7% to 4.6%. The decrease in product development costs as a
percentage of total revenues for the three months ended September 30, 1999 was primarily a result of the substantial
growth in total revenues.
General and Administrative
For the three months ended September 30, 1999, general and administrative expenses increased from $82
million to $117 million, or 43%, over the three months ended September 30, 1998, and decreased as a percentage of
total revenues from 8.2% to 8.0%. The increase in general and administrative costs for the three months ended
September 30, 1999 was primarily attributable to higher personnel costs, including payroll taxes associated with
employee stock option exercises. The decrease in general and administrative costs as a percentage of total revenues
for the three months ended September 30, 1999 was mainly a result of the substantial growth in total revenues.
12
Amortization of Goodwill and Other Intangible Assets
Amortization of goodwill and other intangible assets increased to $18 million in the three months enGed
September 30, 1999 from $16 million in the three months ended September 30, 1998. The increase in amortization
expens~ in the three months ended September 30, 1999 is primarily attributable to goodwill associated with the
acquisition of the CompuServe online service in January 1998, with minor subsequent adjustments.
Other Income, Net
Other income, net consists primarily of investment income and non-operating gains net of interest expense
and non-operating charges. The Company recorded other income of $37 million and $5 million in the three months
ended September 30, 1999 and 1998, respectively. The increase in other income in the three months ended September
30, 1999 was primarily attributable to interest income. The increase in interest income is due to a higher cash balance
and interest earned on investments.
Provision for Income Taxes
The provision for income taxes was $118 million and S6 million in the three months ended September 30,
1999 and 1998, respectively. Income tax expense for the three months ended September 30, 1999 includes $117
million for U.S. federal and state income taxes and $1 million for foreign taxes. As of September 30, 1999, the
Company had net operating loss carryforwards of approximately $8.2 billion available to offset future U.S. federal
taxable income.
Segment Results of Operations
The Company operates two major lines of business: Interactive Online Services and Enterprise Solutions. For
further information regarding segments, refer to Note 5 of the Notes to Consolidated Financial Statements.
A summary of the segment financial information is as follows:
Three months ended
September 30,
1999 1998
(Amounts in millions)
Revenues:
Interactive Online Services.................
Enterprise Solutions............... ..........
$1,345
122
$ 898
101
Total revenues..........................
$1,467
$ 999
Income (loss) from operations:
Interactive Online Services (1) .............
Enterprise Solutions (2) .... ,.. ............
General & Administrative....................
$ 356
26
(117)
$ 166
(7)
(82)
Total income from operations............
$ 265
$ 77
1. For the periods ended September 30, 1999 and 1998, Interactive Online Services include goodwill and other
intangible assets amortization of $18 million and $16 million, respectively.
2. Enterprise Solutions amortization of goodwill and other intangible assets is immaterial for periods
presented.
For an overview of the segment revenues, refer to the consolidated results of operations discussion earlier in
this section.
Interactive Online Services income from operations increased from $166 million in the three months ended
September 30, 1998 to $356 million in the three months ended September 30, 1999. This increase is primarily the
result of increases in subscription services revenues and advertising, commerce and other revenues, coupled with
improved margins and a decrease in marketing expenses as a percentage of total revenues.
13
Enterprise Solutions income (loss) from operations improved from a loss of $(7) million in the three months
ended September 30, 1998 to income of $26 million in .the three months ended September 30, 1999. This
improvement was mainly attributable to the increase in revenues, as well as a decline in operating expenses, as the
Company began to realize efficiencies from using the AOL infrastructure to support the Enterprise Solutions segment
as well as the other lines of businesses. In addition, Enterprise Solutions is experiencing benefits from the Sun
Alliance which was not in place a year ago.
Liquidity and Capital Resources
The Company is currently financing its operations primarily through cash generated from operations. In addition,
the Company has generated cash from the sale of its capital stock, the sale of its convertible notes and the sale of
marketable securities It held, The Company has financed its investments in telecommunications equipment principally
through leasing, ~ct cash provided by operating activities was $472 million and $120 million in the three months
ended September 30. 1999 and 1998, respectively, and increased primarily due to the Company's increase in net
income before taxes, ~et cash used in investing activities was $123 million and $65 million in the three months
ended September 30. 1999 and 1998, respectively, and increased mainly due to the Company's purchases of property
and equipment. ~et cash provided by financing activities was $94 million and $602 million in the three months
ended September 30. 1999 and 1998, respectively. Included in financing activities for the three months ended
September 30. 1995. was 5550 million in aggregate net proceeds from a public stock offering of its common stock.
The Company currently has approximately $450 million available under a shelf registration filed in June 1998. In
May 1999, the Company filed a registration statement to raise an additional $4.5 billion by sale of the Company's debt
securities, common sto..:k. preferred stock depositary shares, warrants or stock purchase contracts to purchase
common stock or preferred stock. The total offering price of securities under these registration statements, in the
aggregate, will not exceed'S5 billion.
The Company expects to continue using its working capital to finance ongoing operations and to fund
marketing programs and the development of its products and services. The Company plans to continue to invest in
subscriber acquisition. retention and brand marketing to expand its subscriber base, as well as in network, computing
and support infrastructure. Additionally, the Company expects to use a portion of its cash for the acquisition and
subsequent fundmg of technologies, content, products, investments or businesses complementary to the Company's
current business, The Company anticipates that cash on hand, cash provided by operating activities and cash available
from the capital markets and traditional lending markets will be sufficient to fund its operations for the next twelve
months.
Earnings Before Interest. Taxes, Depreciation and Amortization ("EBITDA")
1998:
The follOWing table and discussion summarizes EBITDA for the three months ended September 30, 1999 and
Three Months Ended
September 30,
1999 1998
(Amounts in millions)
EBITDA. . . . . . . . . . . . . . , . , . . . . , . . . . . . . . . . . . . . . .
$386
$153
The Company defines EBITDA as net income plus: (1) provision/(benefit) for income taxes, (2) interest
expense, (3) depreciation and amortization and (4) special charges/(gains). EBITDA is presented and discussed
because the Company considers EBITDA an important "indicator of the operational strength and performance of its
business including the ability to provide cash flows to service debt and fund capital expenditures. EBITDA, however,
should not be considered an alternative to operating or net income as an indicator of the performance of the Company,
or as an alternative to cash flows from operating activities as a measure of liquidity, in each case determined in
accordance with generally accepted accounting principles ("GAAP").
For the three months ended September 30, 1999, EBITDA increased from $153 million to $386 million or
152% over the three months ended September 30, 1998. The EBITDA margin (EBITDA divided by total revenues)
14
increased from 15.3% for the three months ended September 30, 1998 to 26.3% for the three months ended
September 30, 1999. In addition, the incremental EBITDA margin (the current quarter increase over the year ago
quarter in EBITDA of $233 million divided by the increase in revenues of $468 million for the same periods)
increased nearly 50%. This increase in the incremental EBIlDA margin is mainly due to the shared infrastructure
that supports the Company's multiple brands; as these brands begin to generate additional revenues, a larger
percentage of each incremental dollar flows to EBITDA.
Year 2000 Compliance
The Company utilizes a significant number of computer software programs and operating systems across its
entire organization, including applications used in operating its online services and Web sites, the proprietary
software of the AOt and CompuServe services, Netscape software products, member and customer services, network
access, content providers, joint ventures and various administrative and billing functions. To the extent that these
applications contain source codes that are unable to appropriately interpret the upcoming calendar year 2000, some
level of modification, or even possibly replacement may be necessary.
In 1997, the Company appointed a Year 2000 Task Force to perform an audit to assess the scope of the
Company's risks and bring its applications into compliance. This Task Force has overseen testing and is continuing
its assessment of the Company's company-wide compliance. The Company's system hardware components, client and
host software, current versions of Netscape software products and corporate business and information systems have
been tested and continue to be reviewed. To date, the Company has experienced few problems related to Year 2000
testing, and the problems that have been identified either have been addressed or are in the process of being
addressed.
The Company has-made Year 2000 compliant certain versions of the client software for the AOt service and
the CompuServe service that are available on the Windows and Macintosh operating systems, as well as certain
versions of Netscape software products that are currently shipped. While the majority of AOt and CompuServe
members use proprietary client software that is compliant, a third-party Internet browser utilized in most versions of
the client software may not be Year 2000 compliant. A free patch or upgrade will be required for members using
some versions of the client software or browser to achieve Year 2000 compliance. The Company is encouraging
members of its online services to upgrade their browser and/or their software to versions that are Year 2000
compliant, if they have not already done so. The Company is making available to members, and is communicating
that availability, free patches or upgrades that can be downloaded from the online services. The Company has not
tested, and does not expect to certify as Year 2000 compliant, certain older versions of the AOt and CompuServe
software. The Company has developed, and is implementing over the remainder of the year, a communication
program that informs members how to obtain the free patch or upgrade to a Year 2000 compliant version of the client
software or browser.
With respect to the Company's Netscape software business, testing has been completed on currently shipped
products and the review and analysis of the testing results continues. The Company is making available at no
additional cost to customers any required patch or upgrade to the versions of Netscape software products currently
being shipped to customers and is communicating their availability. In addition, the Company is encouraging
customers to upgrade to versions of the software that are expected to be Year 2000 compliant, if they have not already
done so.
In addition, the Company is continuing to gather information from its vendors, joint venture partners and
content partners about their progress in identifying and addressing problems that their computer systems may face in
correctly processing date information related to the Year 2000. The Company continues its efforts to seek
reassurances regarding the Year 2000 compliance of vendors, joint venture partners and content partners. In the event
any third parties cannot timely provide the Company with content, products, services or systems that meet the Year
2000 requirements, the content on the Company's services, access to the Company's services, the ability to offer
products and services and the ability to process sales could be materially adversely affected.
The costs incurred through September 30, 1999 to address Year 2000 compliance were approximately $16
million. The Company currently estimates it will incur a total of approximately S20 million in costs to support its
15
compliance initiatives. The Company cannot predict the outcome of its Year 2000 program, whether third party
systems and component software are, or will be Year 2000 compliant, t1->" costs required to address the Year 2000
issue, or whether a failure to achieve substantial Year 2000 compliance will have a material adverse effect on the
Company's business, financial condition or results of opera'tions. Failure to achieve Year 2000 compliance could
result inlsome intenuptions in the work of some employees, the inability of some members and customers to access
the Company's online services and Web sites or errors and defects in the Netscape products. This, in turn, may result
in the loss of subscription services revenue, advertising and commerce revenue or enterprise solution revenue, the
inability to deliver minimum guaranteed levels of traffic, diversion of development resources, or increased service
and warranty costs. Occurrence of any of these may also result in additional remedial costs and damage to reputation.
The Company has developed a contingency plan to address possible Year 2000 risks to its systems. The plan
identifies a hierarchy of critical functions, acceptable delay times, recovery strategies to return functions to
operational status and defines the core team for managing this recovery process. The Company will continue to
modify this plan to address systems of its recent acquisitions.
Fonvard-Looking Statements
This report and other oral and written statements made by the Company to the public contain and incorporate
by reference forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. In particular, statements regarding the following subjects are forward-looking: future
financial and operating results; anticipated subscriber, usage and commerce growth; new and developing markets,
products, services, features and content; anticipated timing and benefits of acquisitions and other alliances and
relationships; the availability, benefits, and timing of deployment of new access and distribution technologies; and
regulatory developments, including the Company's ability to shape public policy in, for example,
telecommunications, privacy and tax areas.
The forward-looking statements are based on management's current expectations or beliefs and are subject to
a number of factors and uncertainties that could cause actual results to differ materiaJly from those described in the
forward-looking statements. For a discussion of factors that could cause actual results to differ materially from those
described in the forward-looking statements, please refer to the section entitled "Forward-Looking Statements" in the
Company's Annual Report on Form 10-K for the year ended June 30, 1999.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. The Company is. exposed to immaterial levels of market risks, including these
types of risks. The Company does not enter into derivatives or other financial instruments for trading or speculative
purposes. From time to time, the Company has entered into financial instruments to manage and reduce the impact of
changes in foreign currency exchange rates. In June 1998, the Company initiated hedging activities to mitigate the
impact on intercompany balances of changes in foreign exchange rates. The Company uses foreign currency forward
exchange contracts as a vehicle for hedging these intercompany balances. A foreign currency forward exchange
contract obligates the Company to exchange predetermined amounts of specified foreign currencies at specified
exchange rates on specified dates and to make or receive an equivalent U.S. dollar payment equal to the value of such
exchange. For these contracts that are designated and effective as hedges, realized and unrealized gains and losses
resulting from changes in the spot exchange rate (including those from open, matured and terminated contracts) are
included in other income and net discounts or premiums (the difference between the spot exchange rate and the
forward exchange rate at inception of the contract) are also accreted or amortized to other income, over the life of
each contract, using the straight-line method. These gains and losses offset gains and losses on intercompany
balances, which are also included in other income. The related amounts due to or from counterparties are included in
other assets or other liabilities. In general, these foreign currency forward exchange contracts mature in three months
or less. The estimated fair value of the contracts are immaterial due to their short-term nature.
16
PART n. OTHER INFORi'\1ATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 3.1 Certificate of Amendment of Restated Certificate ofIncorporation of America Online, Inc.
(b)' Reports on Form 8-K
None
17
AMERICA Oi''LINE, INe.
SIGNATURES
.
I
Pursuant to the requirements ofthe Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
DATE: November 2,1999
SIGNATIJRE:
ephen M. Case
Chainnan of the Board and Chief Executive Officer
DATE: Novernber2, 1999
~
SIGNATURE: ~
inancialOfficer
18
Exhibit Index
Exhibit 3.1
Certificate of Amendment of Restated Certificate of Incorporation of
America Online, Inc. I
19
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF lNCORPORATION OF AMERICA
ONLINE, INC. · .
I
America Online, Inc., a Delaware corporation duly organized and existing under the General Corporation
Law of the State of Delaware (the "Corporation"), does hereby certify:
FIRST: That Section A of Article FOURTH of the Restated Certificate of Incorporation is hereby amended
to read in its entirety as follows:
FOURTH: A. The total number of shares of all classes of stock which the Corporation shall have authority to
issue is 6,005,000,000 shares, divided into two classes, consisting of:
6,000,000,000 shares of Common Stock, par value one cent ($0.01) per share (the "Common Stock"); and
5,000,000 shares of Preferred Stock, par value one cent ($0.01) per share (the "Undesignated Preferred Stock").
SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WIlNESS WHEREOF, America Online, Inc. has caused this Certificate of Amendment to be signed by
its duly authorized officer this 28th day of October, 1999.
Is/Sheila A. Clark
Sheila A. Clark
Corporate Secretary
20
SECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM lO-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Jur.e 30, 1999
Commission File Number - 001-12143
AMERICA ONLINE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
54-1322110
(I.R.S. Employer
Identification ~o.)
22000 AOL Way
Dulles, Virginia
(Address of principal executive offices)
20166-9323
(zip code)
Registrant's telephone number, including area code; (703) 265-1000
Securities registered pursuant to section 12(b) of the Act:
(Title of Each Class)
(Name of Each Exchange on
Which Registered)
--------------------------------------
New York Stock Exchange
New Yo=k Stock Exchange
Common Stock. par value $.01 per share
Preferred Share pu=chase Rights
Securities registered pursuant to section 12(g) of the Act None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or I 5( d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes---X- No_
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form lO-K. 0
As of July 30, 1999, the aggregate market value of voting stock held by non-affiliates of the registrant,. based upon the
closing sales price for the registrant's common stock, as reported on the New York Stock Exchange, was approximately S104:4
billion (calculated by excluding shares owned benefiCially by directors and officers). .
Number of shares of registrant's common stock outstanding as of July 30, 1999.......1,108,080,083
DOCUMENTS INCORPORATED BY REFERENCE
The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certain
information required in Part III of this Form 10-K is incorporated from the registrant's Proxy Statement for its 1999 Annual
Meeting of Stockholders.
Page 1
P ART I
Item 1. Business
General
Founded in ] 985, America Online, Inc., based in Dulles, Virginia, is the world's leader in interactive services, Web brands,
Internet technologies, and cl::cironic commerce services.
.
America Online h33 two majo, lines of businesses organized into four product groups:
the Interacti\ e 0..11:::.: Services business, comprised of the Interactive Services Group, the Interactive Properties Group
and the AOL 1r~!cr.':::;o:1al Group, and
the Enterp,is'~ 5:>\J:~0::~ business, comprised oftne Netscape Enterprise Group,
.
The product grO:l?3 ,~~c described below.
The Interact:ve Sen :::c, G.OLl? develops and operates branded interactive services, including:
. the AOL s;::"\ ::::.:, 2 \\ o.lcwide Internet online service with more than 17 million members as ofJune 30, 1999
. the CompuS;;.n' s::rvice. a worldwide Internet online service with approximately 2 million members
. the Netscap:: ~":::::::...::r. an Internet portal with more than 17 million registered users
. the AOL.CO:.! I:":~::rn::~ pO:1al
. the Netsc2;:>:: C~I:;;rl:(;i1i::ato: client software, including the Netscape Navigator browser
The Interactive 1""i,;:r::::3 Grollp is built around branded properties that operate across multiple services and platforms,
such as:
. Digital Cit). Inc. the ~o. I branded local content network and community guide on the AOL service and the Internet
. ICQ, the \\o:ld' 5 kJdl:1g communications portal that provides instant communications and chat technology
. MovieFone. Inc. the nation's NO.1 movie guide and ticketing service provided through an interactive telephone service
and on the AOL s.:n'iee and the Internet
. Internet music b.and; Spinner.com, Winamp and SHOUTcast
The AOL Intern2:ion~: Group oversees the AOL and CompuServe services and operations outside the United States, as weil
as the Netscape Onlin:: s:':r\i::c, which will be launched soon in the United Kingdom. '
The Netscape Enlerp~is:: Group focuses on providing businesses a range of software products, technical support, consulting
and training services. These products and services enable businesses and users to share information, manage networks and
facilitate electronic commeree.
In November 1998. America Online entered into a strategic alliance with Sun Microsystems, Inc. ("Sun"), a leader in
network computing products and services, to accelerate the growth of electronic commerce. The strategic alliance provides that,
over a three-year period, the Company will develop and market, together with Sun, client software and network application and
server software for electronic commerce, extended communities and connectivity, including software based, in part on the
Netscape Enterprise Group code base, on Sun code and technology and on certain America Online services features, to business,
enterprises.
For a discussion of financial information about the Company's two lines of business, refer to Note 9 of the Notes to
Consolidated Financial Statements.
During the fiscal year, the Company entered into a number of strategic me,gers. In March 1999, the Company completed
its merger with Netscape Communications Corporation and in May 1999, the Company completed its merger with MovieFone,
Inc. The Company also completed mergers with Nullsoft, Inc. and Spinner Net\vorks Incorporated, companies that provide
music over the Internet, When Inc., a company that provides a personalized event directory and calendar services, AtWeb, Inc.,
and PersonaLogic, Inc.
America Online was incorporated in Delaware on May 24, 1985. The principal executive offices are located at 22000 AOL
Way, Dulles, Virginia 20166-9323. The Company's telephone number at that address is (703) 265-1000. Inquiries may also be
sent to America Online's Internet address: AOL IR@aol.com, or to the America Online address, AOL IR.
Page 2
Interactive Online Services Business
Products antI Services
The Company's Interactive Online Services business is divided into three major product groups: the Interactive Services
Group, the Interactive Properties Group and the AOL International Group. This line of business includes the Company's online
and Internet services, Web properties and client software. The Company has developed a multiple-brand strategy of products and
services that appeal to complementary and diverse groups of members or users of the Internet. The Company has also developed
a multiple-revenue stream strategy designed to broaden the sources of revenues from its properties and services beyond
subscription revenues to include revenues from sources such as advertising, commerce, licensing fees and transaction fees, The
Company has augmented its online services with branded properties that add features or content across multiple services or
platfoIms. Following these strategies has enabled the Company to operate the business and improve its services and products in a
cost-effective manner by utilizing a shared infrastructure perfoIming core functions.
Interactiye Seryices Group
The Interactive Services Group operates the Company's interactive products: the AOL and CompuServe services and their
related brand and product extensions such as AOL.COM and AOL Instant Messenger ("AIM"); Netscape Netcenter; and the
Netscape Communicator client software, including the Netscape Navigator browser.
The AOL Service
The Company's AOL service, with 17.6 million members at June 30, 1999, provides subscribers with a global, interactive
community offering a wide variety of content, features and tools. The AOL service also includes simple access to the Internet
with search functionality through AOL NetFind, The range of content, features, and tools "offered on the AOL service includes
the following:
-Online Community-America Online promotes interactive community through electronic mail services, public bulletin
boards, the Buddy List feature (for members to keep an up-to-the moment account of whether fellow members are online, subject
to a blocking feature), the AOL Instant Messenger service, which allows members to communicate online instantaneously
without having to access an electronic mailbox, an online community center, public or private "meeting rooms" and interact"ive
conversations (chat). Guest interviews, with participation by members, take place at live "auditorium" events.
-Channel Line-Up-Content on the AOL service is organized into channels, allowing members to navigate the service
easily to find areas of interest. Each of the following nineteen channels offers informational content and commerce and
community opportunities: AOL Today, News, Sports, Influence, Travel, International, Personal Finance, WorkPlace, Computing,
Research & Learn, Entertainment, Games, Interests, Lifestyles, Shopping, Health, Families, Kids Only and Local. Content
providers on the AOL service include CBS News, Hachette Filipacchi Magazines, Bloomberg, The New York Times and
Business Week.
-Personalization and Control Features-Members can personalize their experience on the AOL service through a number
of features and tools, including a reminder service that sends e-mail in advance of important events, stock portfolios t~at
automatically update market prices, Mail Controls, which allow members to limit who may send them e-mail and to block certain
types of e-mail, Favorite Places, which allows members to mark particular Web sites or AOL areas, and Portfolio Direct and
News Profiles, which send stories of particular interest to members. The AOL service offers Parental Controls to help parents
fOIm their children's online experience, including tools that limit access to particular AOL areas or Web sites or to certain
features (for example, the AOL Instant Messenger service, sending or receiving files attached to e-mail or embedded pictures in
e-mail, or access to premium services). The Marketing Preferences feature enables members to elect not to receive certain
marketing offers.
Later this year the Company plans to introduce its latest version of the AOL service software, AOL 5.0. New features to the
service will include "You've Got Pictures," "My Calendar," AOL Search and AOL Plus. "You've Got Pictures," which began
testing in June 1999, will allow members to receive their developed photos online, share the photos with others via e-mail,
organize and store photos online and order reprints and gifts. "My Calendar" will be an interactive desktop calendar that includes
features that enable members to track appointments, key dates and other personal events online. AOL 5.0 will feature AOL
Page 3
Search, a new search product that will enable AOL members to search the Internet and AOL's exclusive content without leaving
the AOL service. The service will also include AOL Plus, a feature ,that will enable members to connect to the AOL service
through high-speed broadband technologies, including DSL, cable, satellite and wireless and will provide additional online
I
content to members connecting through such broadband technologies. The expanded content will include video, games, music
and online cat?logue shopping features.
The CompuServe Service
The CompuServe service, with approximately 2 million members, targets the value-oriented portion of the U.S. market and
the professional business-oriented market outside of the U.S. It is available in over 500 cities worldwide, including in the U.S.,
Canada and Europe. This fiscal year the CompuServe service launched CompuServe 2000, new software that provides faster
Internet connections, easier installation and registration, expanded customer options, more powerful e-mail features and simpler
navigation. CompuServe also launched a Web site, CompuServe.com, to serve as an Internet gateway for its members. Features
on the site include personalized news, updated weather, favorite links and Web centers highlighting specific areas of interest.
CompuServe has created a Custom Solutions Division to develop and create co-branded and custom versions of the CompuServe
2000 software. The Custom Solutions Division will also offer private label Internet solutions for strategic partners.
The Netscape Netcenter
The Company's Netscape Netcenter Web site (http://www.netscape.com) has more than 17 million registered users and
offers a variety of products and services, including news and information, opportunities to purchase goods and services, Internet
site directories, software, software downloads, and product and technical support information. Netcenter's services consist of
search and navigation services, such as the aggregated NetSearch area, which helps consumers and businesses find relevant
information, and SmartBrowsing; programming channels, such as Lifestyles, Personal Finance or Small Business, which organize
content and services for directed broadcast; communications and community services such as e-mail and bulletin board services,
which help consumers and businesses connect and communicate; personalization services, such as My Netscape Channel, a
personalized topical channel that users can customize to their personal interests; Customer Netcenter, which enables businesses to
create their own portals; and opportunities for electronic commerce. Netcenter also offers services such as: Site Central, a free
Web site building service, Netscape Sports Channel, Delivery Channel by FedEx and the My Netscape Network. Netcenter also
promotes the Company's software and customer solutions by featuring descriptions of the Company's offerings and providing
downloads of certain software products. Netcenter includes a co-branded version of the Company's AOL Instant Messenger
service and its "Local" channel features content provided by the Company's Digital City property.
The AOL.COM Web Site
The Company's AOL.COM Web site (http://www.AOL.COM) offers Internet users (who may not be AOL members)
content, features and tools, including AOL NetFind, an Internet search and rating tool, and the AOL Instant Messenger service,
which allows Internet users to communicate in real-time with their friends and family. AOL.COM also offers AOL members the
opportunity to exchange e-mail on the Internet, without signing onto the service, through AOL NetMail, and My News, a
personalized news service. Content provided on the AOL.COM site includes news, shopping, Web search services, classified
advertisements, and white and yellow pages directories. The Company plans to continue to expand content and services available
through the AOL.COM Web site.
AOL Instant Messenger (AIM)
The Company's AOL Instant Messenger (AIM) service is a Web-based communications service that enables Internet users
to know when other users of the service are online and to send and respond in real time to private personalized electronic text
messages. When an instant message is sent via AIM, the message pops up on the receiver's screen instantly. The AIM service
had over 25 million registered users as of June 3D, 1999. The AIM service is free, and available for downloading on AOL.COM
and on a co-branded basis on the Company's other brands and services, including the CompuServe service, CompuServe.com,
Netscape Netcenter and to users of Netscape Communicator software. The Company has also announced arrangements to
develop co-branded versions of the AIM service with Apple Computer, Inc., Mindspring Enterprises, Inc., Earthlink Network and
Juno Online Services, Inc. Version 2.0 of the AIM service offers such features as the ability to search the Web and yellow and
white pages directory features directly from the AIM service and access to news and information; a "File Transfer" feature that
allows users to share files with other AIM 2.0 users; and a directory of chat and interest areas.
Page 4
Netscape Communicator
Netscap,e Communicator is a suite of open HTML-based client so'ftware that integrates browsing, e-mail, Web-based word
processing arid group scheduling. This suite of software enables users to communicate, share and access information. Netscape
Navigator, the.browser that serves as the core component of Nets cape Communicator, allows access to infonnation and network
applications on intranets, extranets and the Internet. Netscape Navigator offers a point-and-click graphical user interface that
allows users to browse the Internet's array of network resources and participate in commerce acrosS extranets and the Internet.
Two versions of the Netscape Communicator are marketed: Netscape Communicator and Netscape Communicator with Calendar.
The latest version, Communicator 4.6, was released in May 199Q and offers several new features, including the Company's
SmartBrowsing technology and streaming audio and visual capabilities for consumers, With the SmartBrowsing technology
consumers can search Netcenter services and connect to Web sites covering a variety of topics by entering common words or
topics (Netscape Internet Keywords) into the browser location bar.
Interactive Properties Group
The Interactive Properties Group includes and oversees the Company's branded properties that operate across multiple
services or platforms, such as Digital City, ICQ and MovieFone. The group is also responsible for developing new distribution
networks that will enable the Company to build or acquire branded properties that operate acrosS the Company's multiple
services and platforms while benefiting from the Company's common infrastructure.
Digital City
The Company's subsidiary, Digital City, Inc., which is owned in part by the Tribune Company, is a local online content
network that offers a network of local content and community guides in over 60 U.S. cities, including Atlanta, Boston, Chicago,
Dallas, Denver, Detroit, Los Angeles, Minneapolis, New York, Orlando, Philadelphia, San Diego, San Francisco and
Washington, D.C. Local content provided by Digital City includes original and third-party news, sports, weather, a local guide
service with directory and classified listings and an interactive forum. Digital City provides local interactive content and services
on the AOL service, AOL.COM, the CompuServe service, CompuServe.com, Netscape NetCenter, ICQ and on the Worldwide
Web (http://www.digitalcity.com). Digital City also is available through other distribution vehicles. For example, Digital City
has an agreement with MCI World com to become the local content provider on MCI Worldcom Internet, offering its interactive
city guides to its Internet subscribers,
ICQ
The Company's subsidiary, ICQ Ltd., is an Internet-based communications Web portal site, which utilizes the ICQ ("I seek
you") instant communications and chat technology. The portal site is located at http://www.icq.com. At the end of fiscal 1999,
ICQ had nearly 38 million registered users, and was being used actively by almost 15 million users. More than 7.5 million people
use ICQ everyday, with more than I million simultaneous users. Users become aware of ICQ through the "word of mouth"
equivalent on the Internet of invitations from current ICQ users to potential users via e-mail. ICQ has international appeal and
presence and is used primarily by young, knowledgeable users. ICQ has introduced its latest software, 99a, which brings new
tools onto to the desktop, including ICQiT!, a built-in suite of intuitive search tools, and the new ICQ NOW! content and
community area. The Company acquired the ICQ technology with its focus on interactive community anci constant desktop
presence, and is developing it into an all-service Web portal that maintains its desktop presence.
AOL MovieFone
The Company acquired MovieFone, the largest movie guide and ticketing service in the country, in May 1999. Through its
interactive telephone service and its online service, MovieFone.com, MovieFone provides millions of moviegoers each week
with a complete free directory of movies, showtimes and theater locations, and also provides them the ability to purchase tickets.
The Company intends to use MovieFone to enhance the online entertainment information available across its family of brands
and to provide special events and features for subscribers to and users of its interactive services and products.
Spinner.com, Winamp and SHOUTcast
The Company acquired several Internet music brands in May 1999 through its acqUISItions of Spinner Networks
Incorporated and Nullsoft, Inc. The Spinner.com Web site offers over 100 channels of programmed music in various formats. Its
content includes over 175,000 songs, and its music players display song infonnation as the song is played. The music players
Page 5
also provide links that enable real-time listener feedback and instant ordering of the music being played, Nullsoft, Inc. is the
developer of Winamp, a branded MP3 player for Windows, and SHOUTcast, an MP3 streaming audio system, The SHOUTcast
streaming aupio system enables individuals to broadcast their own content ov<:r the Internet. The Company plans to make these
music features available to consumers acrosS its brands, as well as to customize them for the audience and partners of the
Company's brands.
AOL International Group
The AOL International Group oversees the AOL and CompuServe services and operations outside the United States, as well
as the Netscape Online service, which will be launched soon in the United Kingdom. As of August 1999, the AOL and
CompuServe services had more than 3 million members outside the United States. The Company offers its AOL and/or
CompuServe branded services through joint ventures or distribution arrangements in Australia, Austria, Canada, France,
Germany, Japan, the Netherlands, Sweden, Switzerland and the United Kingdom. Globally, members are able to access these
services in over 100 countries. Additionally, the Company is in the process of expanding the number of countries to which it
offers local services. The Company's international strategy is to provide consumers with local services in key international
markets featuring local language, content, marketing and community.
Central to the Company's strategy has been the formation of strategic alliances with strong international partners and the
provision of access for all members of international services. In addition, U.S. and global subscribers to the AOL service can
access selected content and communities offered on the Company's other global services. The Company, through joint ventures
with Bertelsmann AG entitled "AOL Europe" and "CompuServe Europe," provides the AOL service and/or the CompuServe
service in several European countries and plans to extend these services into additional European markets. Bertelsmann, one of
the world's largest media companies, is a minority stockholder in the Company with an approximately 1.3% stake, and Dr.
Thomas Middelhoff, Bertelsmann's Chairman, is a member of the Company's Board of Directors.
The Company continues to update its services to match the needs of its international markets, For example, in June 1999,
AOL Europe introduced an unlimited use, flat-rate monthly pricing plan in the United Kingdom, and in July 1999, AOL Europe
announced plans to launch Netscape Online, a new subscription free service, in mid-August 1999. The Netscape Online service
will compete in the emerging subscription-free value market in the United Kingdom and will complement the existing AOL and
CompuServe services.
During the past fiscal year, the Company has also taken steps to launch services in several new foreign markets: ,
. Australia: The AOL Australia service was launched in October 1998 through a joint venture between the Company
and Bertelsmann AG. AOL Australia features exclusive local Australian content and also offers members access to the
original content available on the international services.
. Hong Kong: An AOL-branded service for Hong Kong consumers is expected to be launched in the fall of 1999. The
AOL Hong Kong service will provide original local content in both Chinese and English, with most local content being
developed or provided by China Internet Corporation Limited ("CIC"), a Hong Kong based company that has entered
into a distribution arrangement with the Company. In June 1999, the Company acquired an equity interest in the
former wholly-owned subsidiary of crc, China,com, an Internet company and affiliate of crc that operates Web
portals throughout greater China, The Company intends to use its investment in China.com to expand its commitmer:ts
in the region. A Web site, AOL.COM.HK, is currently available in either the English or Chinese language. The Web
site includes both a co-branded AOL Instant Messenger service and the AOL Netfmd feature with either English or
Chinese language search capabilities.
. Latin America: In December 1998, the Company announced the fonnation of a joint venture with the Cisneros
Group of Companies ("Cisneros Group") to bring the Company's services to consumers in Latin America. In June
1999, the Brazilian subsidiary of the joint venture launched the BR.AOL.COM Web site. The joint venture expects to
launch an Intemet online service, AOL Brasil, by the end of 1999. The joint venture plans to launch services in
Mexico and Argentina in 2000, with other markets to be added in the future. The joint venture will also be responsible
for the development of the CompuServe brand in Latin America.
Page 6
Advertising and Commerce
An impo~ant component of the Company's strategy in its Interactive Online Services business is to increase revenues from
advertising and commerce sources and from the sale of merchandise, The Company continues to establish a wide variety of
relationships with advertising and commerce partners to grow and diversify its non-subscription based revenues and to provide
subscribers on the Company's interactive services with access to a broad selection of competitively priced, easy-to-order products
and services. The Company has worked to develop multiple revenue sources for its interactive properties and services, and to
broaden the scope of those revenue sources beyond subscriptions and advertising fees to include revenues from additional
sources, such as transaction fees and licensing fees. The Company has also expanded the scope, range and types of businesses
involved in advertising and commerce relationships. The Company has entered into advertising arrangements that encompass
multiple brands within the Company's family of brands. Additionally, the Company has renewed and extended or expanded
relationships with existing advertising and commerce partners.
The Company offers its advertising and commerce partners a variety of customized programs, which may include
guaranteed numbers of impressions and select sponsorship of particular online areas or Web pages for designated time periods,
As merchants recognize the value in reaching the Company's large, growing and active subscriber base and users of its Web-
based properties, the Company has been able to earn additional revenues by offering selected merchants exclusive rights to
market particular goods or services within one or more of the Company's online services and properties. In those transactions,
the Company provides its commerce partners certain marketing and promotional opportunities and in return receives cash
payments, the opportunity for revenue sharing, cross-promotions and competitive pricing and online conveniences for
subscribers. Certain of the transactions with partners also include an equity component for the Company. The Company may
receive a warrant to purchase stock or may purchase or acquire a direct equity interest in the partner. These equity investments
are accounted for in accordance with Company accounting policies and certain of these equity investments may result in revenue
generation at the onset of the deal. In addition, these equity investments can also represent an additional potential source of
income to the Company upon their disposition.
The advertising and commerce partnerships also provide the users of the Company's interactive services and properties with
access to a diverse selection of consumer products and services. The Company obtains revenues from the sale of merchandise by
offering for sale to subscribers on its interactive services a number of computer and Internet online goods and services, including
hardware and software products and books and Company logo merchandise. The Company promotes its merchandise principally
by means of promotional "pop-up" screens and makes its merchandise available in online stores included in various cha~el
stores and in specialized seasonal or other targeted shops.
Network Services
Interactive Online Sen:ices Business Technologies
The Company employs a multiple vendor strategy in designing, structuring and operating its network services utilized in its
Interactive Online Services business. The Company manages AOLnet, a transfer control protocollIntemet protocol (TCP/IP)
network of third party network service providers, including Sprint Corporation, GTE Intemetworking, formerly BBN
Corporation, and MCI WorldCom, Inc.'s wholly-owned subsidiary MCI Worldcom Advanced Networks, Inc. AOLnet is used for
the AOL service and certain versions of the CompuServe service in North America.
The Company anticipates continuing to build AOLnet in order to increase its network capacity, provide members of its
online services with higher speed access and reduce data network costs on a per-hour basis. During fiscal 1999, the Company
added modems at a rate of approximately 37,500 monthly to expand to approximately 1.25 million modems. The AOL service
grew as of July 1999 to achieve over 1.14 million simultaneous users, the exchange of approximately 66 million e-mail messages
a day and 468 million Instant Message communications a day. AOLnet offers members of the AOL service in North America
local telephone numbers in approximately 1,000 cities. In total, the AOL service is available in approximately 1,500 cities in
more than 100 countries.
The CompuServe service for versions prior to CompuServe 2000 currently relies on data network services provided
pursuant to a Network Services Agreement among the Company and CompuServe Incorporated, a wholly-owned subsidiary of
MCI WorldCom. The agreement has an initial term ending December 31, 2002, subject to possible extension by the Company
under certain circumstances. Under the agreement, the Company has made certain commitments to use such network services for
Page 7
these versions of the CompuServe service. The smooth operation of and access capacity on these versions of the CompuServe
service are dependent on the network services provided under the agreement and would be adversely affected by service failures
of the network services provider. The CompuServe service is available In over 500 cities worldwide.
1
The Co~pany's ability to reduce data network costs on a per-hour basis and to expand the network capacity may be limited
or impaired under certain circumstances. The Company enters into multiple-year data communications agreements to support
AOLnet. In connection with those agreements, the Company may commit to purchase certain minimum data communications
services or to pay a fixed cost for the network services, Accordingly, if the number of subscribers or usage significantly
decreases, network costs "vill not correspondingly decrease.
Subscribers to the Company's interactive online services may experience difficulty in accessing their service from local
access numbers from time to time due to changing patterns of usage or peaks in usage in particular geographic areas. In addition,
supply shortages exist from time to time for local exchange carrier lines from local telephone companies that the Company
requires to expand network capacity. The expansion of AOLnet requires a substantial investment in telecommunications
equipment, which the Company is financing principally through leasing, Supply shortages or the failure to obtain the necessary
financings for the buildout of AOLnet could impair the Company's ability to expand network capacity.
Service Platforms and Access Devices
The Company supports a variety of software platfonns, hardware devices and conduits for access to the Company's
interactive online services. Today, the vast majority of members and users of interactive online services access sllch services
through personal computers. Software platforms that the AOL and CompuServe services are available on include primarily the
Windows (3.1, '95 and 98) and Macintosh operating systems. The Company has established its "AOL An)'\vhere" strategy of
making the AOL service and features available through multiple connections and multiple devices. The Company intends to
make its interactive online services available on new and future platforms or devices, such as televisions, wireless telephones,
hand-held or pocket devices, online appliances, and smart phones, as consumer demand and technology and commercial viability
permit. The Company is developing versions of its interactive online software that are customized for use on the various
platforms. Features that may be made available on the different platforms include e-mail, news, stock quotes, electronic
commerce and instant messages. The Company's next generation software for the AOL service, AOL 5.0, which will be
introduced in the fall of 1999, will include the new feature AOL Plus, which will enable members to connect to the AOL service
through high-speed broadband technologies, including DSL, cable, satellite and wireless, and will provide additional online
content to members connecting through such broadband technologies, The expanded content will include video, garnes, music
and online catalogue shopping features.
The Company already has taken steps under this strategy to broaden the platforms and devices on which services or features
of its services can be accessed. For example, in June 1999, the Company and 3Com Corporation announced a strategic
relationship to give AOL service members access to their e-mail via a handheld computer and to work to provide additional
features of the AOL service on the handheld platform. In addition, the Company has continued development work related to
AOL TV, an enhanced interactive television Internet service. In May 1999, the Company announced arrangements with four
partners, DIRECTV, Inc., Hughes Network Systems, Phillips Electronics and Network Computer, Inc. (now known as Liberate
Technology, Inc.), related to the development of different components of the AOL TV service, including the design and
manufacture of set top boxes used in the service, the software platfonn for the service and collaboration on, combining digital
satellite television programming with the service. The Company also has a license from Gemstar International Group Limited to
use Gemstar's technology and intellectual property to develop and deploy electronic programming guides for the AOL tv
service.
In June 1999, the Company formed a strategic alliance with Hughes Electronics Corporation ("Hughes"), a subsidiary of
General Motors Corporation ("General Motors"), to develop and market integrated digital entertainment and Internet services.
The alliance will extend the reach of the Company's AOL TV interactive television and its AOL Plus high-speed Internet
services. The alliance, which builds on an earlier agreement to develop a combination set-top receiver for DirecTV and AOL TV,
provides for extensive cross-promotion and marketing. It also provides for the delivery of AOL Plus to members via Hughes'
DirectPC satellite Internet network beginning next year, as well as delivery over Hughes' next generation satellite sy~tem for
two-way,broadband connectivity. In connection with the alliance, the Company made a $1.5 billion investment in Hughes in the
form of a General Motors preference stock, which carries a 6-1/4% coupon rate and has a mandatory conversion into General
Motors Class H common stock (GMH) in three years. For additional information regarding this investment, see "Liquidity and
Capital Resources" under Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Page 8
The Company has upgradd AOLnet to support the v.90 standard for high-spcGU access at 56 kps, and is also investing in
the development of alternative technologies to deliver its interactive online services, including cable modems, Digital Subscriber
Line (xDSL)' access, satellite and wireless technologies. The Company plans to offer its members higher-speed options when
they become easy-to-use a:1d co:nmercially viable for the mass market. The Company has formed strategic alliances with each of
Bell Atlantic, SBC Commu:1ications, Ameritech Corp. and GTE Corp. to use new DSL technology to make available a high-
speed upgrade connectio:l to s'.lbscribers, with the initial roll out beginning in the summer of 1999. By the end of 1999, the
Company expects to ofier a high-speed broadband upgrade to serve more than 70 percent of AOL members and will cover nearly
16 million homes, T::::: CO~"~:1Y also has entered into an agreement with Compaq under which new Compaq Presario Internet
PCs will be equip;>ed With DSL-ready modems and will feature pre-installed AOL software that will enable users to access
features available thro~.\;~ b~C'.d:'and,
Marketing
The Compar.:'~ r:l:::;.t::!::~ efforts and activities in its Interactive Online Services business are conducted for its multiple
brands through a C\.':1:::-,('I:1 1~.f~::5tiUcture. The marketing goals of the Company's Interactive Online Services business are to
attract and retain n::r:l :'::rs C': L5ers, as applicable, of the online services and properties and to develop and differentiate the
Company's family 0:- b: .;r.~.> To support member acquisition, the Company markets its products and services through a broad
array of programs z::~: ,:rJ::':;::':;. including broadcast advertising campaigns, direct mail, magazine inserts and advertisements,
co-marketing, burd::r.~' ~~r::;::r::::i1ts and alternate media. The Company also actively markets its multiple brands through
traditional camp3:;rh (r~,l::j~~;: television, radio and print publications), and through more innovative means, such as through
extensive online ad o::~ :r.:: C:055-promotion and co-branding with a wide variety of interactive services partners. Additionally,
through bundling afr::;C::ll~..!;. the Company's interactive online services are on a range of computers made by major personal
computer manufa::ur::r,; ii',::; :.1:Jlti-year agreements provide that pre-installed software will be available by clicking on an icon
during the compu!::~'!. i:1lti::: s:::t:i' process. Through an agreement with Microsoft Corp., the AOL service is accessible via a
desktop folder on th:: WI:1dC".\$ 95 and 98 operating systems (and will be available on future versions of the Windows operating
system through th:: tcr.., 0: t,,:e a;reement).
The Company u:ihl.c; :~:geted or limited promotions and marketing programs and pricing plans designed to appeal to
particular groups 0: po:cn:l:J U5ers of its interactive online services and to distinguish and develop its different brands. For
example, in conne::tio:'l \\ i:h t:;e positioning of the CompuServe service in the United States as a value-oriented brand, in June
and July 1999 the Comp:l:1: a:::;ounced marketing initiatives for its CompuServe service with two computer manufacturers and a
number of additio~d rct:liler5 Under these promotions, consumers signing up for three-year memberships to the CompuServe
2000 service at 521,95 pe~ ,,"onth will receive a rebate of $400 in connection with the purchase of designated models of
computers. This p~o~.o:io:: i; designed to appeal to consumers who are purchasing computers for the primary purpose of getting
online and to make the purcha;e of a personal computer and Internet access easier and more affordable.
The Interactive Online Services business utilizes specialized retention programs designed to increase member and user
loyalty and satisfaction. These retention programs include regularly scheduled online events and conferences; the regular
addition of new content, features and software programs; and online promotions of upcoming online events and new features.
The Company also provides a variety of support mechanisms such as online support and 24-hour telephone customer support
services.
Enterprise Solutions Business
Products and Services
The Netscape Enterprise Group is the primary product group in the Enterprise Solutions business of the Company. In
addition, the Company has fonned Netscape Business Solutions to sell AOL and Netscape products and services to business
partners and other companies,
Page 9
Netse r' ~ Enterprise Group
The Netscape Enterprise Group provides enterprise software a'nd services to businesses that assist them in providing
services to c~stomers in the electronic commerce markets. The Netscape Enterprise group develops, markets, sells and supports a
broad suite of. enterprise software, which consists of electronic commerce infrastructure and electronic commerce applications
targeted primarily at corporate intranets and extranets, as well as the Internet. The software allows users to share inforn1ation,
manage networks and take their businesses online. The software is based on industry-standard protocols that can be deployed
across a variety of operating systems, platforms, databases and interconnected with traditional client/server applications, The
Netscape Enterprise Group also provides a variety of services to support its software products, including technical support,
professional services and training. Following the merger with Netscape in March 1999, the Netscape Enterprise Group began
contributing to the Company's strategic alliance with Sun Microsystems, Inc. (see below).
Electronic Commerce Infrastructure
The Electronic Commerce Infrastructure is a group of solutions for enterprise customers and Internet Service Providers that
provide a flexible, scalable foundation on which the customers can build and manage their own extranet or Internet applications
or use the Electronic Commerce Applications. The Electronic Commerce Infrastructure provides a services-ready platform
through such solutions as a directory and security service for managing users and applications, an application server for building
and deploying applications, and a messaging solution for hosting and delivering communications services such as e-mail and
unified messaging.
Electroni~ Commerce Applications
The Netscape CommerceXpert product family of electronic commerce applications enable businesses to link and manage
online trading communities of suppliers, distributors, and customers of all sizes and degrees of technical sophistication. The
Netscape CommerceXpert solutions are based on the same open protocols and scalable security architecture used for
communications on the Internet. These solutions enable organizations to create more secure Internet commerce sites and
exchange information with trading partners.
Sun Alliance
In November 1998, the Company entered into a strategic electronic commerce alliance with Sun, which is now referred to
as the Sun-Netscape Alliance. In combination with dedicated resources from Sun, the Netscape Enterprise Group operates the
Company's part of the alliance. The alliance builds and markets on a collaborative basis end-to-end electronic commerce
solutions to help business partners and other companies put their businesses online. The al1iance product portfolio provides
customers with scalable, integrated infrastructure software and a family of production-ready electronic commerce applications.
Products will be offered on the industry's most widely available computing platforms. The infrastructure product portfolio
includes: messaging (e-mail) and calendar, collaboration, Web, application, directory (network phone book) and certificate
(security) servers. The alliance'offers a family of production-ready applications for electronic commerce, including commerce
exchange, procurement, selling and billing applications intended to make electronic commerce more efficient. The alliance
initially will market and provide existing products from each of Sun and the Netscape Enterprise Group and then will include
collaboratively developed products. The alliance has a dedicated sales force that sells the full suite of products on multiple
platforms. Support and integration services are also provided. '\
Marketing
The Company's marketing efforts and activities in its Enterprise Solutions line of business are conducted primarily through
joint marketing efforts of the Sun-Netscape Alliance. The marketing goals of the Company's Enterprise Solutions business are to
position the Sun-Netscape Alliance as the leading provider of electronic commerce applications and Internet infrastructure
software to power the Net economy. The Sun-Netscape Alliance has announced that it will develop, market and sell the products
and systems through the alliance using the brand name "iPlanet."
The marketing programs of the Company's Enterprise Solutions business focus on reaching corporate decision makers in its
key markets. Advertising will focus on the Sun-Netscape Alliance's leadership position in the industry, and the breadth and
innovation of the iPlanet product portfolio. Advertising media will include the Company's interactive online services and
Page 10
properties, tr<iditional print and broadcast advertising ,campaigns and bundling agreements. A dedicated sales force also markets
the products and services sold or provided through the Sun-Netscape Alliance directly to potential customers.
I
The Erlterprise Solutions business utilizes customer marketing programs designed to increase customer loyalty, customer
value over tim,e and customer satisfaction. These programs include the recently announced iPlanet Customer Program featuring a
secure customer extranet and specialized joint marketing activities, a new customer quality initiative and customer support and
services.
Employees
As of June 30, 1999, the Company had approximately 12, I 00 emp:oyees. America Online believes that its relations with its
employees are good. None of the Company's employees are represented by a labor union and the Company has never
experienced a work stoppage.
Proprietary Rights
The Company relies upon a combination of contract provisions and patent, copyright, trademark and trade secret laws to
protect its proprietary rights in its products and services. The Company distributes its products and services under agreements that
grant members, users or customers a license to use its products and services and relies on the protections afforded by the
. copyright laws to protect against the unauthorized reproduction of its products. To license its products, the Company relies in part
on "shrink wrap" licenses that are not signed by the end-user and, therefore, may be unenforceable under the laws of certain
jurisdictions. In addition, the Company attempts to protect its trade secrets and other proprietary information through agreements
with employees and consultants. The Company has also filed for a number of patents for technology relating to the Internet and
online industry. Although the Company intends to protect its rights vigorously, there can be no assurance that these measures will
be successful. Policing unauthorized use of the Company's products and services is difficult and the steps taken may not prevent
the misappropriation of the Company's technology and intellectual property rights. In addition, effective patent, trademark, trade
secret and copyright protection may be unavailable or limited in certain foreign countries.
The Company seeks to protect some of the source code of its products as a trade secret and as an unpublished copyright
work. Source code for certain products has been or will be published in order to obtain patent protection or to register copyright
in such source code. Other source code has been distributed under open source code licenses. The Company has obtai~ed
federal trademark registration of a number of marks, including America Online, AOL, Buddy List, Netscape, Netscape
Navigator; AOL's triangle design logo; and Netscape's "N" logo and ship's wheel logo, and has trademark rights in the U.S. and
abroad in many other proprietary names including, AOL.COM, Digital City, ICQ, AOL Instant Messenger, AOLnet, Netscape
Netcenter, "You've Got Mail" and CompuServe.
The Company believes that its products, trademarks and other proprietary rights do not infringe on the proprietary rights of
third parties. From time to time, however, the Company has received communications from third parties asserting that features,
contents or names of certain of its services or products may infringe patents, copyrights, trademarks and other rights of such
parties. No litigation is pending in this area that would have a material adverse effect on the Company's ability to develop,
market and sell its products or operate its services. There can be no assurance that third parties will not assert infringement claims
against the Company in the future with respect to current or future features or contents of services or products or that any such
assertion may not result in litigation or require the Company to enter into royalty arrangements. Third parties also challenge t~e
Company's marks from time to time and such challenges may result in limitation or loss of trademark rights to such proprietaiy
marks.
Regulatory Environment; Public Policy
In the United States and most countries in which the Company conducts its major operations, the Company is not currently
subject to direct regulation other than pursuant to laws applicable to businesses generally, including businesses operating in the
Internet. Adverse developments in the legal or regulatory environment relating to the interactive online services and Internet
industry in the United States, Europe, Asia or elsewhere could have a material adverse effect on the Company's business,
financial condition and operating results. A number of legislative and regulatory proposals from various international bodies and
foreign and domestic governments in the areas of telecommunications regulation, particularly related to the infrastructures on
which the Internet rests, access charges, encryption standards and related export controls, content regulation, consumer
protection, advertising, intellectual property, privacy, electronic commerce, and taxation, tariff and other trade barriers, among
others, are now under consideration, The Company is unable at this time to predict which, if any, of such proposals may be
Page 11
adopted and, if adopted, whether such proposals would n1\ve a beneficial or an adver3e effect 0:1 the Company's business,
financial condition and operating results, The Company has supported certain proposals designed to enhance market access and
competition in the offering of both narrowband and broadband Internet services in the United States and in foreign markets and
believes that t'he adoption of such proposals would have a beneficial effect on the development of the Internet medium and of the
Company's prospects, The Company is unable, at this time, to predict whether any such proposals will be adopted.
Moreover, the manner in which existing domestic and foreign laws (including Directive 95/461EC of the European
Parliament and of the European Couneil on the protection of individuals with regard to the processing of personal data and on the
free movement of such data) will or may be applied to online service and Internet access providers is uncertain, as is the effect on
the Company's business given different possible applications, Similarly, the Company is unable to predict the effect on the
Company from the potential future application of various domestic and foreign laws governing content, export restrictions,
privacy, consumer protection, export controls on encryption technology, tariffs and other trade barriers, intellectual property and
taxes.
The Company actively works both in the United States and internationally with industry groups and alliances, as well as
public interest groups and representatives of government on issues affecting the interactive media, including issues such as
privacy measures and policies, obscenity and pornography, consumer protection, taxation of interactive services and use,
regulation of means of access to the Internet and intellectual property issues such as the application of copyright laws to the -
interactive medium. For example, the Company is a member of the openNet Coalition, a coalition of industry leaders promoting
open access to broadband technologies; the Internet Alliance and the NetCoalition.com, Internet industry associations; and the
Online Privacy Alliance fonned to address privacy issues in the interactive medium and is a member of the steering committees
of TRUSTe and BBB Online, each of which is developing enforcement systems for private sector commitments to fair
information practice principles.
The Company believes that industry-led standards to address issues facing the interactive medium will result in workable
solutions without restricting the further development of the medium, The Company seeks to educate representatives of industry,
government and public interest groups on the beneflts to society of the new interactive services medium and of the greater
likelihood of society's achieving those benefits through the independent industry-led and market driven approaches outlined
above. In the Company's view, such an approach will provide a greater acceptance ofthe medium by consumers around the world
and a more favorable environment for the acceptance of the Company's products and services. Some of the issues the Company
is focusing on are the protection of privacy, online tools to permit user choice of content, prosecution of online crimes,
safeguarding of children, enhancement of online security, education and learning, online community activities, fostering citiien
and parental education and involvement and protection of intellectual property. The Company has adopted internal policies and
principles regarding these areas and has implemented features in its services, such as its Parental Controls feature, chat safety tips
posted prominently on the Kids Only channel of the AOL service, and the Notify AOL feature that enables members to report
inappropriate activity on the AOL service, as further support for its standards. The Company is unable at this time to predict
whether this approach will be adopted by government and whether the positive regulatory environment being sought by this
approach will be forthcoming.
Available Information
The Company flies annual, quarterly and special reports, proxy statements and other infonnation with the Securities and
Exchange Commission. Any document the Company files with the Commission may be read or copied at the Commission's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference room. The Company's Commission filings are also available to the public at the
Commission's Web site at http://www.sec.gov.
Item 2. Properties
The Company maintains facilities and offices at various locations throughout the United States and the rest of the world for
general corporate purposes, including technology centers, customer call centers, office space and headquarters.
America Online maintains its headquarters facilities in Dulles, Virginia, and holds various properties at and near the
headquarters facilities that are used principally in its lnteractive Online Services business. The Company leases office space in
the following locations for Customer Call Centers: Tucson, Arizona; Jacksonville, Florida; Albuquerque, New Mexico;
Oklahoma City, Oklahoma; Ogden, Utah; and the Philippines. The CompuServe service has its primary operations in Columbus,
Ohio, and has various properties at and near those facilities. Digital City leases office space in the United States cities for which it
Page 12
provides local interactive content and services. MovieFone leases office space in New York City, but is moving its opcratioll~ to
leased officc space in Westchester, New York, ICQ maintnins its operations in Israel. The Enterprise Solutions business hClS its
primary operations in Mountain View, California, and has various other properties throughout the United States and in other
countries.!
The follo\ving table sets forth information on the Company's material properties:
Location
-------------------------------------------------------------------------------------------
size
O...:ned/Lease
Purpose
Colu!!lbus, OH
Dulles, VA
D~lles, VA
t1anassas, VJi.
Mountain View, CA
Reston, VA
San Francisco, CA
Vienna, VA
296,000 sq. ft.
590,000 sq. ft. (l)
180,000 sq, ft.
220,000 sq. ft.
l,05~,OOO sq, ft.
265,000 sq. ft.
36,000 sq. ft.
110,000 sq. ft.
Olo.-ned
Owned (2)
Owned
Owned
Leas<:d
O;;ned (2)
Leased
Leased
O:fice Space
Corporate Headq~art~rs
Tech!~ology Center
Technology Center(3)
Office Space
Technology Center
Office space
Office space
(1) Two additional facilities are under construction at this site that, when completed, will add 380,000 sq. ft. to the current size.
Both facilities are expected to be completed in 2000.
(2) This property is held subject to a mortgage.
(3) The Company acquired 25.5 acres of land in Manassas, Virginia in February 1999. The technology center to be located on
the property is under construction and is expected to be completed in early 2000.
Item 3. Legal Proceedings
The Company is a party to various litigation matters, investigations and proceedings, including a shareholder derivative suit
filed in Delawarc chancery court against certain current and former directors of the Company alleging violations of federal
securities laws. The Company has settled the shareholder derivative suit and obtained the approval of the Delaware chancery
court on terms that will not have a material adverse effect on the financial condition or results of operations of the Company.
The Department of Labor ("DOL") is investigating the applicability of the Fair Labor Standards Act ("FLSA") to the
Company's Community Leader program. The Company believes ,the Community Leader program reflects industry practices, that
the Community Leaders are volunteers, not employees, and that the Company's actions comply with the Jaw. The Company' is
cooperating with the DOL, but is unable to predict the outcome of the DOL's investigation. Former volunteers have sued the
Company on behalf of an alleged class consisting of current and former volunteers, alleging violations of the FLSA and
comparable state statutes. The Company believes the claims have no merit and intends to defend them vigorously. The
Company cannot predict the outcome of the claims or whether other former or current volunteers will file additional actions.
The costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and
proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in those matters
(including those matters described above), and developments or assertions by or against the Company relating to intellectuaf
property rights and intellectual property licenses, could have a material adverse effect on the Company's business, financial
condition and operating results. Management believes, however, that the ultimate outcome of all pending litigation should not
have a material adverse effect on the Company's financial position and results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Page 13
P ART II
I
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Market Price of Common Stock
The following table sets forth the range of high and low sale prices for the Company's Common Stock for the periods
indicated and reflects all stock splits effected by the Company:
For the quarter ended:
High
Low
-~--------------------
$ 10.06 $ 7.06
$ 11.41 $ 8.00
$ 17.47 $10.31
$ 27.41 $17.31
$ 35.13 $17 .50
$ 80.00 $20.66
$153.75 $67.00
$175.00 $89.50
September 30, 1997....
December 31, 1997.....
March 31, 1998........
June 30, 1998.........
September 30, 1998....
December 31, 1998.....
March 31, 1999........
June 30, 1999.........
The Company has never declared, nor has it paid, any cash dividends on its Common Stock. The Company currently intends
to retain its earnings to finance future growth and, therefore, does not anticipate paying any cash dividends on its Common Stock
in the foreseeable future. '
As of July 26, 1999, the approximate number of stockholders of record of Common Stock was 24,600. In addition, there
were approximately 1.9 million beneficial holders of the Common Stock, representing persons whose stock is in nominee or
"street name" accounts through brokers.
Exchange Information
The Company's Common Stock is traded on the New York Stock Exchange under the symbol "AOL."
Options on the Company's stock are traded on the Chicago Board Options Exchange, the American Stock Exchange, and the
Pacific Stock Exchange.
Recent Sales of Unregistered Securities
On May 28, 1999, the Company acquired Spinner Networks Incorporated in exchange for the issuance of approximately 2.4
million shares of Company common stock. The transaction was a private placement and exempt from registration pursuant to
Regulation D of the Securities Act of 1933, as amended.
On May 28, 1999, the Company acquired Nullsoft, Inc. in exchange for the issuance of approximately 720,000 shares of
Company common stock. The transaction was a private placement and exempt from registration pursuant to Regulation D of the
Securities Act of 1933, as amended.
Page 14
Item 6. Selected Financial Data
Year Ended June 30,
-------~---------------------------------
1999
1998
1997
1996
1995
-------- .------- ------- -------- -------
(A~ounts in millions, except per share data)
Statement of Operations Data:
Subscription s~rvices.....................
Advertising, commerce and other ..........
Enterprise solutions..... ........... .., ..,
$3,321
1,000
456
$2,183
50
365
$1,478
308
411
$1,024
111
188
$352
50
23
-------- -------- ------- -------- -------
Total revenues............................
4,777
3,091
2,197
1,323
425
Income (loss) from operations.... . . . . . . . . . 458 (120) (485) 64 (41)
Net income (loss) (1) ..................... 762 (74) (485) 35 (55)
Income (loss) per common share:
Net income (loss) per share-diluted....... $ 0.60 $(O.08) $(0.58) $ 0.04 $ (0.09)
Net income (loss) per share-basic......... $ 0.73 $(0.08) $ (0 .58) $ 0.05 $(0.09)
Weighted average shares outstanding:
Diluted.. . . .. . . . . . . . . . . . . . . . ., . . . . . . . . . . . . J.,277 925 838 94.. 587
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J.,041 925 838 75J. 587
As of June 30,
-----------------------------------------
J.999
J.998
1997
J.996
1995
-------- .------- ------- .------- -------
(Arno~~ts in millions)
Balance Sheet Data:
working capital (deficiency) ......... .....
Total assets....................... . . . . . . .
Total debt............................... .
Stockholders' equity..... ....,............
$25';
5,3..8
36..
3,033
$108
2,874
372
996
$ (40)
1,50J.
52
6J.0
$72
J.,271
25
707
$18
..59
2..
242
Year Ended June 30,
-----------------------------------------
J.999
J.998
J.997
J.996
J.995
-------- -------- .------ -------- .------
(Amounts in millions)
Other Selected Data:
Net cash provided by operating activities.
Earnings Before Interest, Taxes.
Depreciation and Amortization (E3ITDA) (2)
$J.,099
$437
$J.3J.
$2
$J.8
968
302
J.J.J.
J.38
11
(1) Net income in the fiscal year ended June 30, 1999, includes special charges of $95 million related to mergers and restructurings, S25
million in transition costs and a net gain of S567 million related to the sale of investments in Excite, Inc. Net loss in the fiscal year ended
June 30, 1998, includes special charges of S75 million related to mergers and restructurings, S94 million related to aequired in-process
research and development and $17 million related to settlements. Net loss in the fiscal year ended June 30, 1997, inclu9cs special charges
of $385 million for the write-off of deferred subscriber acquisition costs, $49 million for restructuring, 524 million for contract
terminations, 524 million for a legal settlement and $9 million related to acquired in-process research and development. Net income'in
the fiscal year ended June 30, 1996, includes special charges of $17 million for acquired in-process research and development and S8
million in merger related eosts. Net loss in the fiscal year ended June 30, 1995, includes special charges of S50 million for acquired in-
process research and development and $2 million for merger expenses.
(2) EBITDA is defined as net income plus: (1) provision/(benefit) for income taxes, (2) interest expense, (3) depreciation and amortization
and (4) special charges. For the fiseal years ended June 30, 1997 and prior, EBITDA does not add back the amortization of subscriber
acquisition costs. The Company considers EBITDA an important indicator of the operational strength and performance of its business
including the ability to provide eash flows to service debt and fund capital expenditures. EBITDA, however, should not be considered an
alternative to operating or net income as an indicator of the performance of the Company, or as an alternative to cash flows from
operating activities as a measure of liquidity, in each case determined in accordance with generally accepted accounting principles
("GAAP"),
Page 15
Item 7. Management's Discussion and Analysis of Financial Conditio~ and Results of Operations
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Founded in 1985, America Online, Inc., ("America Online" or the "Company") based in Dulles, Virginia, is the world's
leader in interactive sef\'i:~s, Web brands, Internet technologies, and electronic commerce services. The Company operates two
worldwide subscription b:!,:::d Internet online services, America Online, with more than 17 million members, and CompuServe,
with approximately ~ n:i1.:cn members; several leading Internet brands including ICQ, AOL Instant Messenger and Digital City,
I!,!c.; the Netscape NeIce;:::::: :I:".d AOL.COM Internet portals; the Netscape Communicator client software, including the Netscape
Navigator brO\vser; AO:" ~k\ I:::Fone, the nation's number one movie listing guide and ticketing service; and Spinner Networks
Incorporated and Nulls;)f" Ir.::, leaders in Internet music. Through its strategic alliance with Sun Microsystems, Inc., the
Company also de\'elo;:,s ~:;::l ofiers easy-to-deploy, end-to-end electronic commerce and enterprise solutions for companies
operating in and doing O:l;!nes; on the Internet.
The Company cu;-r::::::y has two major lines of businesses organized into four product groups. These groups are supported
by a common infras!:l.:~::'::c Th:s organization struchlre allows the Company to develop and grow multiple revenue streams by
utilizing the common i:".f:.:,tr~cture across the mulJiple brands it currently has, as well as cost-effectively compete in new and
emerging markets.
Interactive Online Sen ices Business
The Incera:tI\'C: S::~'ices Group
The Interactive Se~\'i:es Group operates the Company's interactive products: the AOL and CompuServe services and their
related brand and product c\tensions, including AOL Instant Messenger and AOL.COM; Netscape Netcenter; and the Netscape
Communicator client so~:ware. including the Netscape Navigator browser. This group is also charged with rapidly delivering
high-quality, world-class p~oduets, features and functionality across all branded services and properties and also has
responsibility for bro:d~and development and AOL devices like AOL TV.
The Inlera:tlw: Properlies Group
The Interactive Properties Group operates ICQ, Digital City, MovieFone, Direct Marketing Services ("DMS"), Spinner
Networks Incorpora!ed and Nullsoft, Inc., developer of the Winamp and SHOUTcast brands. This group is responsible for
building new revenue s!rc:ams by seeking out opportUnities to build or acquire branded properties that operate across multiple
services or platforms.
The AOL International Group
The AOL International Group oversees the AOL and CompuServe services outside of the U.S., as well as the recently
announced Netscape Online service. The AOL International Group operates the AOL and CompuServe brands in Europe with its
joint venture partner Bertelsmann AG; AOL Canada, a wholly-owned subsidiary of America Online, Inc.; AOL Japan, with its
joint venture partners Mitsui and Nikkei; and AOL in Australia with Bertelsmann. America Online plans to launch services in
Hong Kong with China Internet Corporation and in Latin America w;th the Cisneros Group.
Netscape Enterprise Solution Business
The Nelscape Enterprise Group
The Netscape Enterprise Group serves Netscape's enterprise customers and contributes to America Online's part of the
strategic alliance with Sun. In combination with dedicated resources from Sun, the Netscape Enterprise Group delivers easy-to-
deploy, end-to-end solutions to help business partners and other companies put their businesses online.
Page 16
Competition
The Company 'competes with a wide range of other companles in the communications, advertising, entertainment,
information, Imedia, Web-based services, software, technology, direct mail and electronic commerce fields for subscription,
advertising, and commerce revenues, and in the development of distribution technologies and equipment in its Interactive Online
Services business, The Company also competes with a wide range of companies in the development and sale of electronic
commerce infrastru'cture and applications in its Enterprise Solutions business.
. Competitors for subscription revenues include:
_ online services such as the Microsoft Network, AT&T Worldnet and Prodigy Classic
national and local Internet service providers, such as MindSpring and EarthLink
long distance and regional telephone companies offering access as part of their telephone service, such as AT&T
Corp., MCI WorldCom, Inc., Sprint Corporation and regional Bell operating companies
cable television companies
cable Internet access services offered by companies such as Excite@Home and Road Runner Group
. Competitors for advertising and commerce revenues include:
online services such as the Microsoft Network, AT&T Worldnet and Prodigy Classic
Web-based navigation and search service companies such as Yahoo! Inc., Infoseek Corporation (to be acquired by the'
Walt Disney Company), Lycos, Inc. and Excite@Home.
global media companies including newspapers, radio and television stations and content providers, such as the
National Broadcasting Corporation, CBS Corporation, The Walt Disney Company, Time Warner Inc., The
Washington Post Company and Conde Nast Publications, Inc.
cable Internet access services offered by companies such as Excite@Home and Road Runner Group
Web sites focusing on content, commerce, community and similar features such as Amazon.com and eBay
. Competition in the development of distribution technologies and equipment includes:
broadband distribution technologies used in cable Internet access services offered by companies such as
Excite@Home and Road Runner Group
advanced telephone-based access services offered through digital subscriber line technologies offered by local
telecommunications companies
other advanced digital services offered by broadcast, satellite and wireless companies
_ television-based interactive computer services, such as those offered by Microsoft's WebTV
personal digital assistants or handheld computers, enhanced mobile phones and other equipment offering functional
equivalents to the Company's features
. Competitors in the development and sale of electronic commerce infrastructure and applications include:
providers of electronic commerce infrastructure such as server software, inCluding International Business Machines
Corporation, Microsoft Corporation, Oracle Corporation, Novell, Inc., Software.com, Inc., BEA ~ystems, Inc. and
the provider ofthe Apache Web Server .
providers of electronic commerce applications including International Business Machines Corporation, Oracle
Corporation, General Electric Infonnation Systems, Microsoft Corporation, PeopleSoft, Inc., SAP A.G., Open
Market, Inc., Ariba Technologies, CommerceOne, Sterling Commerce, Inc. and BroadVision, Inc.
Some of the present competitors and potential future competitors of the Company may have greater financial, technical,
marketing or personnel resources than the Company. In addition, as a result of acquisitions, certain competitors are able to offer
both Internet access and other services, such as cable television or telephone service, and such consolidation may continue. The
competitive environment could have a variety ofadverse effects on the Company. For example, it could:
. negatively impact the Company's ability to generate greater revenues and profits from sources other than online service
subscription revenues, such as advertising and electronic commerce
. limit the Company's opportunities to enter into or renew agreements with content providers and distribution partners
. limit the Company's ability to develop new products and services
Page 17
. Ii.... "'the Company's 2bility to continue to grow or sustain its subscriber base
. require price reductions in the subscription fees for online services and require increased spending on marketing, network
capacity, content procurement and product and features development
. require price reductions in the Company's enterprise software products
. result in a loss of the Company's market share in the enterprise software industry
. require an increase in the Company's sales and marketing expenditures
Any of the foregoing events could have an adverse impact on revenues or result in an increase in costs as a percentage of
revenues, either of \vhich could have a material adverse effect on the Company's business, financial condition and operating
results.
Consolidated Results of Operations
Revenues
The following table and discussion highlights the revenues of the Company for the years ended June 30, 1999, 1998 and
1997.
Year ended J~~e 30,
-----------------------------------------------
1999
1998
1997
--------------- --------------- ---------------
(Dollars in millions)
Revenues:
Subscription services........................ , . . . . . . . . . .
Advertising, commerce and other. . . . . . . . . . . . . . . . . . . . . . . . .
Enterprise solutions......................,.............
Total revenues..........................................
$3,321 69.5% $2,183 70.6% $1,478 67.3%
1,000 21.0 543 17.6 308 14 .0
456 9.5 365 11. 8 411 18.7
------- ------- ...------ ------- ------- -------
$4,777 100.0's $3,091 100.0% $2,197 100.0%
The Company generates three main types of revenues: subscription services; advertising, commerce and other; and
enterprise solutions revenues. Subscription services revenues are generated from customers subscribing to the Company's AOL
service and, effective February I, 1998, the CompuServe service. Advertising, commerce and other revenues are non-
subscription based and are generated mainly from businesses marketing to the Company's base of Subscribers and users across its
multiple brands. Advertising, commerce and other revenues mainly consist of advertising and related revenues, fees associated
with electronic commerce and the sale of merchandise. Enterprise solutions revenues consist principally of product licensing fees
and fees from technical support, consulting and training services.
Subscription Services Revenues
Currently, the Company's Interactive Online Services business generates subscription services revenue primarily from
subscribers paying a monthly membership fee. Prior to December 1, 1996, a significant portion of online service revenues were
comprised of hourly charges based on usage in excess of the number of hours of usage provided as part of the monthly fee. With
the introduction of flat-rate pricing, as described below, the portion of online service revenues which are generated from hourly.
charges has decreased substantially.
Effective December 1, 1996, the Company began offering several pricing alternatives to the AOL service in the U.S. aimed
at providing a variety of price points designed to appeal to a wide range of consumers. The Company's current pricing options are
as follows:
. A standard monthly membership fee of S21.95, with no additional hourly charges (the "Flat-Rate Plan"). Subscribers
can also choose to prepay for one year in advance atthe monthly rate of$19.95. The Company increased the price of its
Flat-Rate Plan from $19.95 per month to $21.95 per month, and the effective monthly rate of the annual plan from
$17.95 per month to $19.95 per month, effective at the start of each member's monthly billing cycle in April 1998.
Those subscribers who were currently on the annual plan were not subject to an increase until their renewal date. These
increases were implemented in order to fund the continued improvement of members' online experience and to keep
pace with the cost to the Company of members' increased usage.
Page 18
. An alternative offering of three hours for $4.95 per month, with additional time priced at $2.50 per hour.
. All alternative offering of $9.95 per month for unlimited use-for those subscribers who have an Internet connection
other than through AOL and use this connection to access AOL services,
Prior to December 1, 1996, the Company's standard monthly membership fee for its AOL service in the U.S., which
included five hours of service, was $9.95 per month, with a $2.95 hourly fee for usage in excess of five hours per month.
Existing members at December 1, 1996, could retain the $9.95 / five hour pricing upon request. For the period July 1, 1996
through November 30,1996, the Company also offered a pricing plan which included 20 hours of service for S19.95 per month,
with a $2.95 hourly fee for usage in excess of 20 hours per month (~he "Value Plan"). This plan was discontinued upon the
availability of the Flat-Rate Plan on December 1, 1996.
Effective February 1, 1998, the Company offered the following price plans for the CompuServe service:
. A standard monthly membership offering of five hours for $9.95 per month, with additional time priced at $2.95 per
hour.
. An alternative offering of S24.95 per month with no additional hourly charge.
During fiscal 1999, the Company launched CompuServe 2000 which utilizes the same platform and infrastructure as the AOL
service. This service offered the following price plans:
. A standard monthly membership offering of 20 hours for S9.95 per month, with additional time priced at $2.95 per
hour.
. An alternative offering of S 19.95 per month with no additional hourly charge.
At June 30, 1999, the Company had approximately 17.6 million AOL brand subscribers, including approximately 15.5
million in North America and approximately 2.1 million in the rest of the world. Also at that date, the Company had
approximately 2 million CompuServe brand subscribers, including approximately 1 million in North America and approximately
1 million in the rest of world. At June 30, 1998, the Company had approximately 12.5 million AOL brand subscribers, including
approximately 11.2 million in North America and approximately 1.3 million in the rest of the world. Also at that date, the
Company had approximately 2 million CompuServe brand subscribers, including approximately 1 million in North America and
approximately 1 million in the rest of world.
For fiscal 1999, subscription services revenues increased from $2,183 million to $3,321 million, or 52%, over fiscal 1998.
This increase was comprised of an increase in AOL subscription services revenues of $1,020 million, as well as CompuServe
subscription services revenues of $118 million, which began in February 1998. The increase in AOL subscription services
revenues was primarily attributable to a 38% increase in the average number of AOL North American subscribers for fiscal 1999,
compared to fiscal 1998, as well as an 8.2% increase in the average monthly subscription services revenue per AOL North
American subscriber. The average monthly subscription services revenue per AOL North American subscriber increased from
S17.95 in fiscal 1998 to $19.42 in fiscal 1999. This increase was principally attributable to the increase in the Flat-Rate Plan
membership fee from S19.95 to S21.95, which became effective in April 1998. '
For fiscal 1998, subscription services revenues increased from $1,478 million to $2,183 million, or 48%, over fiscal 1997.
This increase was comprised of an increase in AOL subscription services revenues of $637 million, as well as CompuServe
subscription services revenues of $88 million, which began in February 1998, partially offset by a $20 million decrease in
subscription services revenues from the Company's Internet service, Global Net,,{ork Navigator ("GNN"), which was
discontinued in fiscal 1997. The increase in AOL subscription services revenues was primarily attributable to a 39% increase in
the average number of AOL North American subscribers for fiscal 1998, compared to fiscal 1997, as well as a 2.7% increase in
the average monthly subscription services revenue per AOL North American subscriber. The average monthly subscription
services revenue per AOL North American subscriber increased from $17.48 in fiscal 1997 to $17.95 in fiscal 1998. This
increase was principally attributable to a reduction in the amount of refunds/credits issued to subscribers in fiscal 1998,
Page 19
Ad..-ertising, Commerce and Other Revenues
An important component of the Company's business strategy in its Interactive Online Services business is an increasing
reliance cn advertising, commerce and other revenues. These revenues include advertising and electronic commerce fees, the
sale of merchandise, as well as other revenues, which consist primarily of royalty fees and development revenues, as well as data
network service revenues generated by ANS Communications, Inc. ("ANS") (through its sale in January 1998). The growth of
advertising, commerce and other revenues is important to the Company's business objectives, as these revenues provide an
important contribution to the Company's operating results. Advertising revenues are expected to grow in importance as the
Company continues to leverage its large, active and gro\ving user base. This user base not only includes the paying subscribers
of the AOL and CompuServe services, it also includes users of the Company's other branded portals and services such as AOL
IvlovieFone, Netcenter (with more than 17 million registered users), AOL.COM, ICQ (with almost 15 million active registered
users) and Digital City. Affecting the growth in advertising, commerce and other revenues is the backlog balance as of June 30,
1999, 1998 and 1997 of 51,519 million, S511 million and S180 million, respectively. During fiscal 2000, approximately $680
million of revenues will be generated from the June 30, 1999 backlog.
The following table summarizes the material components of advertising, commerce and other revenues for the years ended
June30, 1999, 1998 and 1997.
Year ended June 30,
-----------------------------------------------
1999
1998
1997
--------------- --------------- ---------------
Total advertising, corn~eree and other revenues..........
(Dollars in millions)
$ 765 76.5% $ 358 65.9% $ 147 1,7.7'<
134 13.4 103 19.0 109 35.1,
101 10.1 82 15.1 52 16.9
------- --...---- ------- -...----- ------- -------
$1,000 100.0% $ 5t,3 100.0% $ 308 100.0%
Advertising and electronic commerce fees................
:'~archandise. . e .. .. .. .. .. .. .. . .. . . .. .. .. . .. .. .. .. .. .. .. .. .. .. . .. .. .. . .. .. . . .. .. .. .. .. .. .. .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advertising, commerce and other revenues increased by 84%, from S543 million in fiscal 1998 to $1,000 million in fiscal
1999. More advertising on the Company's AOL service and Neteenter portal, as well as an increase in electronic commerce fees
drove the increase. Advertising and electronic commerce fees increased by 114%, from $358 milIion in fiscal 1998 to S~65
million in fiscal 1999.
Advertising, commerce and other revenues increased by 76%, from 5308 million in fiscal 1997 to $543 million in fiscal
1998. More advertising on the Company's AOL service and Netcenter portal, as well as an increase in electronic commerce fees
primarily drove the increase. Advertising and electronic commerce fees increased by 144%, from $147 milIion in fiscal 1997 to
$358 million in fiscal 1998.
Enterprise Solutions Revenues
The Netscape Enterprise Solutions business generates revenues that consist principally of product licensing fees and fees
from technical support, consulting and training services. The Netscape Enterprise Group focuses on providing ~usinesses a range
of software products, technical support, consulting and training services. These products and services enable businesses and use!s
to share information, manage networks and facilitate electronic commerce on the Internet. In November 1998, the Company
entered into a strategic alliance with Sun Microsystems, Inc. ("Sun"), a leader in network computing products and services, to
accelerate the growth of electronic commerce. The strategic alliance provides that, over a three year period, the Company will
develop and market, together with Sun, client software and network application and server software for electronic commerce,
extended communities and connectivity, including software based in part on the Netscape code base, on Sun code and technology
and on certain America Online services features, to business enterprises,
Enterprise solutions revenues increased by 25%, from $365 million in fiscal 1998 to 5456 million in fiscal 1999. The
increase was due to an increase in product sales related to server applications and consulting services coupled with the decline in
revenues in fiscal 1998 due to offering the Netscape Communicator client software, including the Netscape Navigator browser
for free starting in January 1998.
Page 20
Enterprise solutions revenues decreased by 11 %, from 34 I I million in fiscal 1997 to S365 million in fiscal 1998. The
decrease was due to offering the Netscape Communicator client software, including the Netscape Navigator browser for free
starting in January 1998, offset by an 18% increase in product sales rel~ted to server applications and consulting services,
!
Costs and'Expenses
The following table and discussion highlights the costs and expenses of the Company for the years ended June 30, 1999,
1998 and 1997.
Year ended June 30,
-----------------------------------------------
1999
1998
1997
--------------- --------------- ---------------
(Dollars in millions)
Total revenues.......................................... $4,777 100.0% $3,091 100.0% $2,197 100.0%
Costs and expenses:
Cost of revenues........................................
Sales and marketing
Sales and marketing.................. . . . . . . . . . . . . . . . .
Write-off of deferred subscriber acquisition costs...
Product development.....................................
General and administrative.............. ................
Amortization of goodwill and other intangible assets....
Acquired in-process research and development............
Merger. restructuring and contract termination charges..
Settlement charges......................................
$2.657 55.6% $1,811 58.6% $1,162
808 16.9 623 20.2 608
385
286 6.0 239 7.7 195
408 8.5 328 10.6 220
65 l.~ 24 0.8 6
94 3.0 9
95 2.0 75 2.~ 73
17 0.5 24
52.9%
27.7
17.5
8.9
10.0
0.3
0.4
3.3
1.1
------- ------- ------- ------- ------- -------
Total costs and expenses................ ................ $4.319 90.4% $3.211 103.8% $2.682 122.1%
Cost of Revenues
Cost of revenues includes network-related costs, consisting primarily of data network costs, personnel and related co~ts
associated with operating the data centers, data network and providing customer support, consulting, technical support/training
and billing, host computer and network equipment costs, the costs of merchandise sold, royalties paid to infonnation and service
providers and royalties paid for licensed technologies.
Since the introduction of the Flat-Rate Plan for the AOL service in December 1996, the Company has experienced a
significant increase in both: I) subscriber usage, which is mainly due to the growth of the subscriber base, and 2) the average
monthly usage per subscriber as subscribers spend more and more time online. These increases have the potential to increase
network coston both an absolute dollar basis, as well as a percentage of revenue basis. While the growth in subscriber usage and
the related costs generally are consistent with the increases in subscription service revenues, the increase in usage and related
costs per subscriber could impact operating margins. Average monthly subscriber usage in the first quarter of fiscal 1997, the last
quarter before the introduction of flat-rate pricing, was approximately 7 hours. In fiscal 1998, average monthly ,subscriber usage
ranged between 20 and 23 hours, and was approximately 22 hours in the fourth quarter of fiscal 1998. In fiscal 1999, average
monthly subscriber usage ranged between 24 and 27 hours and was approximately 27 hours in the fourth quarter of fiscal 1999.
The Company has, and plans to continue to minimize the impact of the aforementioned increases by increasing advertising,
commerce and other revenues and by reducing network costs, on a relative basis (either on a per-hour basis or as a percentage of
total revenues). An important factor in reducing network costs is the reduction of the costs of operating the Company's data
network, on a per-hour basis, through volume discounts and more efficient utilization of AOLnet, the Company's TCPIIP
network. The Company expects that the growth in advertising, commerce and other revenues, assuming such growth continues,
will provide the Company with the opportunity and flexibility to fund the costs associated with the increased usage resulting from
flat-rate pricing, as well as programs designed to grow the subscriber base and meet other business objectives.
For fiscal 1999, cost of revenues increased from $1,811 million to $2,657 million, or 47%, over fiscal 1998, and decreased
as a percentage of total revenues from 58.6% to 55.6%. The increase in cost of revenues in fiscal 1999 was primarily attributable
to increases in data network costs, host computer and network equipment costs and personnel and related costs associated with
operating the data centers, data network, providing customer support, consulting, technical support/training and billing. Data
network costs increased primarily as a result ofthe larger member base and more usage per member. Host computer and network
Page 21
equipment costs, consisting of lease, depreciation and maintenance expenses, increased as a result of additional host computer
and network equipment, necessitated by the larger member base and more usage by members. Personnel and related costs
associated with operating the data centers, data network, providing custo'mer support and billing increased primarily as a result of
the requirements of supporting a larger data network, a larger member base and increased subscription services revenues,
Personnel anq related costs associated with consulting and technical support/training increased due to providing additional
customer support and professional services. The decrease in cost of revenues as a percentage of total revenues was primarily
attributable to gro\.vth of the higher margin advertising, commerce and other revenues, as well as a decrease in network-related
costs as a percentage of subscription services revenue.
For fiscal 1998, cost of revenues increased from 51,162 million to $1,811 million, or 56%, over fiscal 1997, and increased
as a percentage of total revenues from 52.9% to 58.6%, The increase in cost of revenues in fiscal 1998 was primarily attributable
to increases in data network costs, host computer and network equipment costs and personnel and related costs associated with
operating the data centers, data network, providing customer support, consulting, technical support/training and billing. Data
network costs increased primarily as a result of the larger member base and more usage per member. Host computer and network
equipment costs, consisting of lease, depreciation and maintenance expenses, increased as a result of additional host computer
and network equipment, necessitated by the larger member base and more usage by members, Personnel and related costs
associated with operating the data centers, data network, providing customer support and billing increased primarily as a result of
the requirements of supporting a larger data network, a larger member base and increased subscription services revenues.
Personnel and related costs associated with consulting and technical support/training increased due to providing additional
customer support and professional services. The increase in cost of revenues, as a percentage of total revenues, in fiscal 1998
was primarily attributable to an increase, as a percentage of total revenues, in host computer and network equipment costs
coupled with the decrease in revenues related to the high margin Netscape Communicator client software (including the Netscape
Navigator browser) partially offset by a decrease, as a percentage of total revenues, in royalties paid to infonnation and service
providers.
Sales and Marketing
Sales and marketing expenses include the costs to acquire and retain subscribers, the operating expenses associated with the
sales and marketing organizations and other general marketing costs.
Marketing expenses have declined as a percentage of revenues primarily as a result of the improved value proposition
offered by flat-rate pricing, which has resulted in improved subscriber acquisition and retention rates, as compared to rates
achieved prior to flat-rate pricing. The Company's marketing strategy is expected to continue to emphasize brand advertising
across multiple brands as well as cost-effective bundling agreements, where the Company's products are widely distributed with
new personal computers, the Windows operating system and other peripheral computer equipment and software. Additionally,
the Company will continue to market its products via direct mail programs.
For fiscal 1999, sales and marketing expenses increased from $623 million to $808 million, or 30%, over fiscal 1998, and
decreased as a percentage of total revenues from 20.2% to 16.9%. The increase in sales and marketing expenses for fiscal 1999
was mainly attributable to an increase in direct subscriber acquisition costs, brand advertising across multiple brands and
personnel costs associated with expanding the Netscape Enterprise business. The decrease as a percentage of total revenues was
primarily a result of the substantial growth in revenues.
For fiscal 1998, sales and marketing expenses increased from $608 million to $623 million, or 2%, over fiscal 1997, and
decreased as a percentage of total revenues from 27.7% to 20.2%. The increase in sales and marketing expenses for fiscal 1998
was mainly attributable to an increase in Netcenter staffing and related sales commissions, partially offset by a decrease in
subscriber acquisition costs. The decrease as a percentage of total revenues was mainly due to the decrease in subscriber
acquisition costs.
The Company made a change in the first quarter of fiscal 1997 which resulted in subscriber acquisition costs being expensed
for periods subsequent to the first quarter of fiscal 1997, versus being capitalized and amortized over t'o....enty-four months in the
first quarter of fiscal 1997 and prior. As a result of the aforementioned change in accounting estimate, the balance of deferred
subscriber acquisition costs as of September 30, 1996, totaling $385 million, was written off. For additional infonnation
regarding this change, refer to Note 3 of the Notes to Consolidated Financial Statements.
For fiscal 1998, sales and marketing expenses, before capitalization and amortization, decreased from $679 million to $623
million, or 8.2%, over fiscal 1997, and decreased as a percentage of total revenues from 30.9% to 20.2%. The decrease in sales
Page 22
and marketing expenses for fiscal 1998, before capitalization and amortization, was prim~rily attributable to a decrease in
subscriber acquisition costs, The Company was able to decrease it.s subscriber acquisition costs primarily as a result of the
improved value proposition offered by flat-rate pricing, which has resulted in improved acquisition and retention rates, as
compared to rates achieved prior to flat-rate pricing.
Product Development
Product developmcn: C05~S consist of personnel and related costs for research and development efforts and other product
development costs either prior to the development effort reaching technological feasibility or once the product has reached the
maintenance phase of its life cycle.
For fiscal 1999. rroJl:c, c~velopment costs increased from 5239 million to $286 million, or 20%, over fiscal 1998, and
decreased as a percciltJfC of lot:!l revenues from 7.7% to 6.0%. The increase in product development costs was primarily due to
an increase in the numbe~ 0: technical employees to support additional products across multiple brands. The decrease in product
development costs ~s .1 r::rcen:::ge of total revenues was primarily a result of the substantial growth in revenues.
For fiscal 1998. rr('~tj:! development costs increased from S 195 million to 5239 million, or 23%, over fiscal 1997, and
decreased as a percc:~t.:!;e oi tot.1l revenues from 8.9% to 7.7%. The increase in product development costs was primarily due to
an increase in perso~n:.:l e0,!:. resulting from the Company's acquisitions of Actra Business Systems LLC ("Actra"), KIVA
Software Corporat:');l ("l-J\'X") and the online service of CompuServe Csee Note 8 ofthe Notes to Consolidated Financial
Statements). The c:::re.:.,:; 1:1 r:o:luct development ~osts as a percentage of total revenues was primarily a result of the substantial
growth in revenues,
General and Administrative
For fiscal 1999, fen::r.:!1 ad administrative expenses increased from $328 million to 5408 million, or 24%, over fiscal 1998,
and decreased as a pc:ce:1ta;e of total revenues from 10,6% to 8.5%. The increase in general and administrative costs for fiscal
1999, was primarily ~ttrib:Jta~lc to higher personnel costs, including payroll taxes associated with employee stock option
exercises. The decrcJs:: in fcneral and administrative costs as a percentage of total revenues was primarily attributable to the
substantial growth in revenues
For fiscal 1998. gen::ral and administrative expenses increased from $220 million to 5328 million, or 49%, over fiscal 1997,
and increased slightly OlS a r~rcentage of total revenues from 10.0% to 10.6%. The increase in general and administrative costs
for fiscal 1998, and such e0:.!S as a percentage of total revenues, was primarily attributable to higher personnel and related costs,
which included comp::lls3:0~Y stock options and other charges primarily related to the sale of ANS, as well as increases in
professional fees, princip:llly related to legal matters.
Amorliz31ion of Goodwill and Other Intangible Assets
Amortization of goodwill and other intangible assets increased to $65 million in fiscal 1999 from $24 million in fiscal 1998
and S6 million in fiscal 1997. The increase in amortization expense over the three years is primarily attributable to goodwill
associated with the acquisitions of Mirabilis, Ltd. C"Mirabilis") in June 1998, CompuServe in January 1998, DigitalStyle
Corporation CUDigitaIStyle") and Portola Communications, Inc. ("Portola") in June 1997, and Actra in December 1997, as well?S
purchases of various companies made by the Company in late fiscal 1997 and early fiscal 1998. The increase is partially offset
by a decrease in goodwill amortization resulting from the disposition of ANS in January 1998 and the shutdown of GNN in the
Company's fiscal 1997 restructuring.
Acquired In-Process Research and Development
The Company incurred a total of $94 million in acquired in-process research and development charges in fiscal 1998 related
to the acquisitions of Mirabilis, Actra, Personal Library Software, Inc. C"PLS") and NetChannel, Inc. C"NetChannel").
In June 1998, the Company acquired the assets, including the developmental ICQ instant communications and chat
technology, and assumed certain liabilities of Mirabilis. The ICQ technology is an enabling technology for online
communication. At the date of acquisition, Mirabilis reported 12 million registered trial users of which approximately half were
active. The Company paid S287 million in cash and may pay up to $120 million in additional contingent purchase payments
Page 23
based on future perfonnance levels. The Company's Consolidated Statements of Operations reflect a one-time write-off of the
amount of purchase price allocated to in-process research and development of approximately $60 million.
,
The Company allocated the excess purchase price over the fair value of net tangible assets acquired to identified intangible
assets, In performing this allocatio:1, the Company considered, among other factors, the attrition rate of the active users of the
technology at the date of acquisition (estimated to be similar to the rate experienced by the AOL service) and the research and
development projects in-process at the date of acquisition. With regard to the in-process research and development projects, the
Company considered, among other factors, the stage of development of each project at the time of acquisition, the importance of
each project to the overall development plan, and the projected incremental cash flows from the projects when completed and any
associated risks, Associated risks include the inherent difficulties and uncertainties in completing each project and thereby
achieving technological feasibility and risks related to the impact of potential changes in future target markets.
During fiscal 1999, the Company incurred approximately S5 million, related primarily to salaries, to develop the in-process
technology into commercially viable products and the Company intends to incur approximately S9 million more over the next
year. Remaining development efforts are focused on addressing security issues, architecture stability and electronic commerce
capabilities, and completion of these projects will be necessary before revenues are produced. The Company expects to begin to
benefit from the purchased in-process research and development by its fiscal year 2000. If these projects are not successfully
developed, the Company may not realize the value assigned to the in-process research and development projects. In addition, the
value of the other acquired intangible assets may also become impaired.
The Company acquired Actra, a developer of commerce applications for conducting business-to-business and business-to-
consumer commerce on the Internet in December 1997, PLS, a developer of infonnation indexing and search technologies in
January 1998 and NetChannel, a Web-enhanced television company, in June 1998. These transactions were accounted for under
the purchase method of accounting. In connection with the purchase of Actra, the Company recorded a charge for acquired in-
process research and development of Sl4 million. In connection with the purchases of PLS and NetChannel, the Company
recorded charges for acquired in-process research and development in fiscal 1998 of S 1 0 million related to each acquisition.
The Company incurred a total of $9 million ($5 million and $4 million, respectively) in acquired in-process research and
development charges in fiscal 1997 related to the acquisitions of Port 01 a and DigitalStyle in June 1997.
The technology, market and development risk factors discussed above for the Mirabilis acquisition are also relevant a.nd
should be considered with regard to the acquisitions of Actra, PLS, NetChannel, Portola and DigitalStyle.
Merger, Restructuring and Contract Termination Charges
In fiscal 1999, the Company recognized charges that totaled $95 million related to restructurings and mergers.
. In connection with the mergers of MovieFone, Inc., Spinner Networks Incorporated, NullSoft, Inc. and AtWeb, Inc. the
Company recorded direct merger-related costs of $ 17 million.
. In connection with plans announced and implemented in March 1999, the Company recorded a charge of $78 million
for direct costs related to the merger with Netscape and the Company's reorganization plans to integrate Netscape's
operations and build on the strengths of the Netscape brand and capabilities as well as the merger with When, Inc.
In fiscal 1998, the Company recognized net charges of $75 million related to restructurings and mergers.
. In connection with a restructuring plan adopted in the third quarter of fiscal 1998, the Company recorded a $35 million
restructuring charge associated with the restructuring of its AOL Studios brand group. The restructuring included the
exiting of certain business activities, the tennination of approximately 160 employees and the shutdown of certain
subsidiaries and facilities.
. At the end of the second and beginning of the third quarters of fiscal 1998, the Company recorded a $35 million
restructuring charge related to the implementation of certain restructuring actions mainly related to the Enterprise
Solution business. These actions were aimed at reducing its cost structure, improving its competitiveness and restoring
sustainable profitability. The restructuring plan resulted from decreased demand for certain Enterprise products and the
adoption of a new strategic direction. The restructuring included a reduction in the workforce (approximately 400
employees), the closure of certain facilities, the write-off of non-perfonning operating assets and third-party royalty
payment obligations relating to canceled contracts.
Page 24
. In the fIscal year ended 1998, the Company recognized merger costs of 56 million related to the acquisition of Kiva
Software Corporation, consisting mainly of investment banking, legal and ac~' 'nting services,
. In connection with a restructuring plan adopted in the second quarter of fiscal 1997, the Company recorded a $49
millipn restructuring charge associated with the Company's change in business model, the reorganization of the
Company into three operating units, the termination of approximately 300 employees and the shutdown of certain
operating divisions and subsidiaries. As of the first quarter of fiscal 1998, substantially all of the restructuring activities
had been completed and the Company reversed 51 million of the original restructuring accrual in the first quarter of
fiscal 1998,
In fiscal 1997, the Company recognized net charges of 573 million related to restructurings and contract terminations.
. In connection with a restructuring plan adopted in the second quarter of fiscal 1997, the Company recorded a $49
million restructuring charge associated with the Company's change in business model, the reorganization of the
Company into three operating units, the termination of approximately 300 employees and the shutdown of certain
operating divisions and subsidiaries.
. In the fourth quarter of fiscal 1997, the Company recorded a contract termination charge of $24 million, which consists
of unconditional payments associated with terminating certain information provider contracts, which became
uneconomic as a result of the Company's introduction of flat-rate pricing in December 1996,
Refer to Notes 4 and 5 of the Notes to Consolidated Financial Statements for further information related to the
restructurings, contract terminations and merger costs.
Settlement Charges
In fiscal 1998, the Company recorded a net settlement charge of 5 18 million in connection with the settlement of the Orman
v. America Online, Inc. class action lawsuit filed in U.S. District Court for the Eastern District of Virginia alleging violations of
federal securities laws bet\'1een August 1995 and October 1996. Included in the net settlement charge is an estimate of S 17
million in insurance receipts.
In fiscal 1997, the Company recorded a settlement charge of $24 million in connection with a legal settlement reached with
various State Attorneys General and a preliminary legal settlement reached with various class action plaintiffs, to reso~ve
potential claims arising out of the Company's introduction of flat-rate pricing and its representation that it would provide
unlimited access to subscribers. Pursuant to these settlements, the Company agreed to make payments to subscribers, according
to their usage of the AOL service, who may have been injured by their reliance on the Company's claim of unlimited access.
These payments do not represent refunds of online service revenues, but are rather the compromise and settlement of allegations
that the Company's advertising of unlimited access under its flat-rate pricing plan violated consumer protection laws. In the
second quarter of fiscal 1998, the Company revised its estimate of the total liability associated with these matters, and reversed
$1 million of the original settlement accrual.
Other Income, net
Other income, net consists primarily of investment income and non-operating gains net of interest expense and non-
operating charges. The Company had other income of5638 million and $30 million in fiscal 1999 and fiscal 1998, respectively.
The increase in other income in fiscal 1999 was primarily attributable to a net gain of approximately $567 million on the sale of
Excite, Inc. investments. The additional increase is mainly due to an increase in net interest income and a reduction of non-
operating losses related to various investments. The Company had other income of $30 million and $10 million in fiscal 1998
and fiscal 1997, respectively. The increase in other income in fiscal 1998 was primarily attributable to gains on the sale of certain
available-for-sale securities and increases in net interest income partially offset by decreases in the allocation of losses to
minority stockholders and increases in non-operating losses related to various investments.
(Provision) Benefit for Income Taxes
The (provision) benefit for income taxes was $(334), $16 and S(10) million in fiscal 1999, fiscal 1998 and fiscal 1997,
respectively. The substantial increase in the provision for income taxes in fiscal 1999 is a direct result of the Company's increase
Page 25
in pre-tax income. For additional information regarding income taxes, refer to Note 14 of the Notes to Consolidated Financial
Statements.
Segment Re~ults of Operations
The Companyoperates its two major lines of businesses as Interactive Online Services and Enterprise Solutions. For further
infomlation regarding segments, refer to Note 9 of the Notes to Consolidated Financial Statements.
A summary of the segment financial information is as follows:
Ye2~s e~ded Ju~e 30,
1999 1998 1997
(Amounts in millio~s)
Revenues:
Interactive Online Services.................
Enterprise Solutions........................
$';.321
<456
$2,726
365
$1,786
<411
Total revenues..........................
$4.777
$3,091
$2,197
Income (loss) from operations:
Interactive Online Services (1). (2) .........
Enterprise Solutions. (2) ...................
General & Administrative....................
Other (3)....;..............................
Total income (loss) from operations.....
$ 955 $ 412 S (257)
6 (18) 98
(<408) (328) (220)
(95) (186) (106)
------------ ------------ ------------
$ 458 $ (120) $ (485)
(l) Loss from operations for the year ended June 1997 includes $385 millio~ ~~ite-off of deferred subscribe~
acquisition costs.
(2) In fiscal 1999. Enterprise solutions and Interactive Online Services include $5 million and $60 million.
respectively. of goodwill and other intangible assets a~ortization.
(3) Other consists of all special items; merger, restruetu~ir.g, contract te~ination, acquired in-process
research and development and settlement charges.
For an overview of the segment revenues, refer to the consolidated results of operations discussion earlier in this section.
Interactive Online Services income from operations increased from $128 million (excluding $385 million write-off of
deferred subscriber acquisitions costs) in fiscal 1997 to $412 million in fiscal 1998 and 5955 million in fiscal 1999. These
increases are mainly the result of increases in subscription services and advertising, commerce and other revenues coupled with
improved margins and a decrease in marketing expenses (as a percentage of revenues) resulting from the improved value
proposition offered by flat-rate pricing.
Enterprise Solutions income (Joss) from operations decreased from $98 million in fiscal 1997 to a loss of $(18) million in
fiscal 1998 and increased to income of$6 million in fiscal 1999. The decrease from fiscal 1997 to 1998 was mainly a result of
offering the Netscape Communicator client software (including the Netscape Navigator browser) for free starting in January
1998. The increase from fiscal 1998 to 1999 was mainly attributable to the increase in revenues.
Liquidity and Capital Resources
The Company is currently financing its operations primarily through cash generated from operations. During fiscal 1999,
the Company generated more than $1 billion in cash from operatiom. In addition, the Company has generated cash from the sale
of its capital stock, the sale of its convertible notes as well as the sale of marketable securities it held. The Company has financed
its investments in telecommunications equipment principally through leasing. Net cash provided by operating activities was
$1,099 million, $437 million and 5131 million in fiscal 1999, 1998 and 1997, respectively, and increased primarily due to the
Company's increase in net income, Net cash used in investing activities was $1,776 million, $531 million and $367 million in
fiscal 1999, fiscal 1998 and fiscal 1997, respectively. The increase in cash used in investing activities is mainly pue to the
Company's $1.5 billion investm'ent in a General Motors equity security related to the strategic alliance the Company entered with
Hughes Electronics Corporation ("Hughes"). For additional information regarding this investment, refer to Note 8 of the Notes to
the Consolidated Financial Statements. The increase in cash used in investing activities was offset by net proceeds of
approximately $600 million related to the sale of Excite, Inc. investments during fiscal 1999. Net cash provided by financing
Page 26
activities was S887 million, S580 million and S250 million in fiscal 1999, fiscal 1998 and fiscal 1997, respectively. Included in
financing activities for the fiscal ]999, were S550 million in aggregate net proceeds from a public stock offering of its common
stock.
1
The Company uses its working capital to finance ongoing operations and to fund marketing and the development of its
products and services. The Company plans to continue to invest in s'Jbscriber acquis:tion, retention and brand marketing to
expand its subscriber base, as well as in network, computing and support infrastructure. Additionally, the Company expects to
use a portion of its cash for the acquisition and subsequent funding of technologies, content, products or businesses
complementary to the Company's current business. The Company anticipates that cash on hand and cash provided by operating
activities will be sufficient to fund its operations for the next twelve months. The Company currently has approximately 5450
million available under a shelf registration filed in June] 998. In May 1999, the Company filed a registration statement to raise an
additional $4.5 billion by sale of the Company's debt securities, common stock, preferred stock depositary shares, warrants or
stock purchase contracts to purchase common stock or preferred stock. The total offering price of these securities, in the
aggregate, will not exceed 55 billion.
At June 30, 1999, the Company had working capital of 5254 million, compared to working capital of 5108 million at June
30, 1998. In addition, the Company had investments including available-for-sale securities of 52, 151 million and $531 million at
June 30, 1999 and ]998, respectively. Current assets increased by $716 million, from 51,263 million at June 30, ]998 to 51,979
million at June 30, ]999, while current liabilities increased by 5570 million, from 5],155 million to 51,725 million, over this
same period. The increase in current assets was primarily attributable to an increase in cash and short-tenn investments resulting
from cash generated by operations. The change in current liabilities was due to increases in other accrued expenses and
liabilities, primarily related to an increase in accrued telecommunications costs, as well an increase in deferred revenues.
During July 1998, the Company improved its cash and working capital balances as a result of a public offering of common
stock. The Company sold 21,560,000 shares of common stock and raised a total of 5550 million in new equity which was used to
fund general corporate purposes. In November 1997, the Company sold 5350 million of 4% Convertible Subordinated Notes due
November 15,2002 (the "Notes"). The Notes are convertible into the Company's common stock at a conversion rate of76.63752
shares of common stock for each 51,000 principal amount of the Notes (equivalent to a conversion price of $13.04844 per share),
subject to adjustment in certain events. Interest on the Notes is payable semiannually on May 15 and November 15 of each year,
commencing on May 15, 1998. The Notes may be redeemed at the option of the Company on or after November 14,2000, in
whole or in part, at the redemption prices set forth in the Notes.
In June 1998, the Company purchased Mirabilis for S287 million in cash (and contingent purchase price payments of up to
5120 million) and NetChannel for 516 million in cash. For additional infonnation regarding these acquisitions, see Note 8 of the
Notes to Consolidated Financial Statements.
In January 1998, the Company consummated a Purchase and Sale Agreement (the "Purchase and Sale") by and among the
Company, ANS Communications, Inc. ("ANS"), a then wholly-owned subsidiary of the Company, and MCI WorldCom, Inc.
("WorldCom") pursuant to which the Company transferred to WorldCom all of the issued and outstanding capital stock of ANS
in exchange for the online services business of CompuServe Corporation ("CompuServe"), which was acquired by MCI
World Com shortly before the consummation of the Purchase and Sale, and $147 million in cash (excluding $15 million in cash
received as part of the CompuServe online services business and after purchase price adjustments made at closing). Immediately
after the consummation of the Purchase and Sale, the Company's European partner, Bertelsmann AG, paid $75 million to $e
Company for a 50% interest in a newly created joint venture to operate the CompuServe European online service. Each company
invested an additional $25 million in cash in this joint venture. The Company generated 5207 million in net cash as a result of the
aforementioned transactions.
The Company enters into multiple-year data communications agreements in order to support AOLnet. In connection with
those agreements, the Company may commit to purchase certain minimum data communications services. Should the Company
not require the delivery of such minimums, the Company's per hour data communications costs may increase. For additional
information regarding the Company's commitments, see Note 11 of the Notes to Consolidated financial Statements.
In May 1996, the Company entered into a joint venture with Mitsui & Co., ("Mitsui") and Nihon Keizai Shimbun, Inc.
("Nikkei") to offer interactive online services in Japan. In connection with the agreement, the Company received approximately
S28 million through the sale of convertible preferred stock to Mitsui. The preferred stock had an aggregate liquidation preference
of approximately S28 million and accrued dividends at a rate of 4% per annum. Accrued dividends could be paid in the fonn of
Page 27
additional s' _.;:s of preferred stock, During May] 998, the preferred stock, together with accrued but unpaid dividends, was
converted into 1,568,000 shares of common stock based on .he fair market value of common stock at the time of conversion.
The C9mpany leases the majority of its equipment under non-cancelable operating leases. It is building AOLnet, its data
communicatiofls network, as well as expanding its data center capacity. The buildout of AOLnet and the expansion of data center
capacity requires a substantial investment in telecommunications and server equipment. The Company plans to continue making
significant investments in these areas, The Company is funding these investments, which are anticipated to total approximately
SI billion in fiscal 2000, through a combination of leases, debt financing and cash purchases.
Earning Before Interest, Taxes, Depreciation and Amortizati:m ("EBITDA")
The following table and discussion summarizes EBITDA for the years ended June 30, 1999, 1998 and 1997:
Years ended June 30,
----------------------------------------
1999 1998 1997
------------ .----------- ------------
(Amounts in millions)
EBITDA..... . . .......... ............ .........
$958
$302
$111
The Company defines EBITDA as net income plus: (1) provision/(benefit) for income taxes, (2) interest expense, (3)
depreciation and amortization and (4) special charges. For the fiscal years ended June 30, 1997, EBITDA does not add back the
amortization of subscriber acquisition costs. EBITDA is presented and discussed because the Company considers EBITDA an
important indicator of the operational strength and performance of its business including the ability to provide cash flows to
service debt and fund capital expenditures. EBITDA, however, should not be considered an alternative to operating or net income
as an indicator of the performance of the Company, or as an alternative to cash flows from operating activities as a measure of
liquidity, in each case determined in accordance with generally accepted accounting principles ("GAAP").
For fiscal 1999, EBITDA increased from $302 million to $968 million or 221 % over fiscal 1998. For fiscal 1998, EBITDA
increased from $ III million to $302 million or 172%. The increase from fiscal 1998 to 1999 is mainly due to the significant
increase in income before taxes (excluding special charges) from S96 million in fiscal 1998 to $649 million in fiscal 1999 as well
as an increase of approximately $ I 00 million in depreciation and amortization. The increase from fiscal 1997 to 1998 is duno
the increase in income before taxes (excluding special charges) from $ I 6 million in fiscal 1997 to $96 million in fiscal 1998 as
well as an increase of approximately S I 00 million in depreciation and amortization.
Seasonality
The growth in subscriber acquisitions and usage in the Company's online services appears to be highest in the second and
third fiscal quarters, when sales of new computers and computer software are highest due to the holiday season and following the
holiday season, when new computer and software owners are discovering Internet online services while spending more time
indoors due to winter weather. However, the Company does not definitively know whether such increases in subscriber
acquisitions and usage are primarily attributable to seasonal factors or to increased demand for Internet online services as a result
of the growing market demand and utility for such services.
Since making advertising revenue a key component of the Company's strategy in its Interactive Online Services business,
the Company has experienced difficulty in distinguishing seasonality in advertising sales from the overall market growth.
Seasonal factors seem to be mitigated by advertisers' growing interest in the overall online medium as well as gaining access to
the Company's large and growing subscriber/user base across mt.ltiple branded distribution channels. When the online
advertising industry matures and online advertising budgets experience nOlTIlal growth, the Company expects to experience the
effects of seasonality in securing advertising commitments,
Year 2000 Compliance
The Company utilizes a significant number of computer software programs and operating systems acrosS its entire
organization, including applications used in operating its online services and Web sites, the proprietary software of the AOL and
CompuServe services, Netseape software products, member and customer services, network access, content providers, joint
ventures and various administrative and billing functions, To the extent that these applications contain source codes that are
Page 28
unable to appropriately interpret the upcoming calendar year 20')0, some level of modification, or even possibly replacement may
be necessary.
In 1997,:the Company appointed a Year 2000 Task Force to perform an audit to assess the scope of the Company's risks and
bring its appljcations into compliance. This Task Force oversees testing and is continuing its assessment of the Company's
company-wide compliance. The Company's system hardware components, client and host software, current versions of Nets cape
software products and corporate business and information systems are currently undergoing review and testing, To date, the
Company has experienced few problems related to Year 2000 testing, and the problems that have been identified are in the
process of being addressed.
The Company intends to make Year 2000 compliant certain versions of the client software for the AOL service and the
CompuServe service that are available on the Windows and Macintosh operating systems, as well as versions of Netscape
software products that are currently shipped. While the majority of AOL and CompuServe members use propietary client
software that will be compliant, a third-party internet browser utilized in most versions of the client software may not be Year
2000 compliant. A free patch or upgrade will be required for members using some versions of the client software or browser to
achieve Year 2000 compliance. In the coming months, the Company will encourage members of its online services to upgrade
their browser and/or their software to versions that are expected to be Year 2000 compliant, if they have not already done so.
The Company will make available to members, and communicate that availability, free patches or upgrades that can be
downloaded from the online services. The Company has not tested, and does not expect to certify as Year 2000 compliant,
certain older versions of the AOL and CompuServe software. The Company has developed, and will be implementing over the
remainder of the year, a communication program that informs members how to obtain the free patch or upgrade to a Year 2000
compliant version of the client software or browser. With respect to the Company's Netscape software business, testing continues
on currently shipped products. The Company also will make available, at no additional cost to customers, any required patch to
the versions of Nets cape software products currently being shipped to customers and communicate their availability. In addition,
the Company will be encouraging customers to upgrade to versions of the software that are expected to be Year 2000 compliant,
if they have not already done so.
In addition, the Company is continuing to gather information from its vendors, joint venture partners and content partners
about their progress in identifying and addressing problems that their computer systems may face in correctly processing date
infonnation related to the Year 2000, The Company intends to continue its efforts to seek reassurances regarding the Year 2000
compliance of vendors, joint venture partners and content partners. In the event any third parties cannot timely provide ~he
Company v.,.ith content, products, services or systems that meet the Year 2000 requirements, the content on the Company's
services, access to the Company's services, the ability to offer products and services and the ability to process sales could be
materially adversely affected.
The costs incurred through June 30, 1999 to address Year 2000 compliance were approximately $11 million. The
Company currently estimates it will incur a total of approximately $20 million in costs to support its compliance initiatives. The
Company cannot predict the outcome of its Year 2000 program, whether third party systems and component software are, or will
be Year 2000 compliant, the costs required to address the Year 2000 issue, or whether a failure to achieve substantial Year 2000
compliance will have a material adverse effect on the Company's business, financial condition or results of operations. Failure to
achieve Year 2000 compliance could result in some interruptions in the work of some employees, the inability of some members
and customers to access the Company's online services and Web sites or errors and defects in the Netscape products. This, in
turn, may result in the loss of subscription services revenue, advertising and commerce revenue or enterprise solution revenu.e,
the inability to deliver minimum guaranteed levels of traffic, diversion of development resources, or increased service and
warranty costs. Occurrence of any of these may also result in additional remedial costs and damage to reputation.
The Company has developed a contingency plan to address possible Year 2000 risks to its systems. The plan identifies a
hierarchy of critical functions, acceptable delay times, recovery strategies to return functions to operational status and defines the
core team for managing this recovery process. The Company will continue to modify this plan to address systems of its recent
acquisitions.
Inflation
The Company believes that inflation has not had, and will not have In the future, a material effect on its results of
operations,
Page 29
Forward-Looking Statements
This report and other oral and written statements made by the Company to the public contain and incorporate by reference
forward-looki~g statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of
995. The fOr\vard-looking st?temcnts are based on management's current expectations or beliefs and are subject to a number of
factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking
statements. Such statements ad-:iess the following subjects: future operating results; subscriber growth and retention; advertising,
commerce and other revenues. earnings growth and expectations; development and success of multiple brands; new products and
services (such as AOL 5,0. ::::J the "You've Got Pictures," "My Calendar," AOL Search and AOL Plus features); corporate
spending; liqLlidity; net\\o;~: e2.?Jcity; new access and distribution technologies; regulatory developments, including the
Company's ability to share p:<:c policy in, for example, telecommunications, privacy and tax areas.
The following factois. :::::0:1g others, could cause actual results to differ materially from those described in the forward-
looking statements:
The risk th;:!t t::e C,.:-:..;,~ny and its data communications access providers will be unable to provide adequate server and
network capacity, f{iS~.<. 25socded with the fixed costs and minimum commitment nature of a substantial majority of the
Company's netwoi~. sei\ Ices. such that a significant decrease in demand for online services would not result in a
corresponding deer..:.:b:: !::. r.etwork costs. Risks related to the build-out of AOLnet and the expansion of server and net\.Vork
capacity; the risk IiI;:: d~::::nj will not develop for the capacity created; the risk that supply shortages for hardware and
equipment and fo; L,c.::: ncr:Jnge carrier lines 'from local telephone companies could impede the provision of adequate
network and system c:!;';::!:y. :lr.d the risk of the failure to obtain the necessary fmancing,
Any damage Oi b: ~:e to the Company's computer equipment and the information stored in its data centers,
Factors related to I:::rased competition, including: price reductions and increased spending; inability to generate
greater revenues :lnd P:0:-::S from advertising and electronic commerce; limitations on the Company's opportunities to enter
into or renew agre<.:m~n:s \\ i:h content providers and distribution partners; limitations on the Company's ability to develop
new products and S~i\ Ie::,. limitations on the Company's ability to continue to grow or sustain its subscriber base; loss of
the Company's mJr}.;ct S~l:!ie in the enterprise software industry; and an adverse impact on gross and operating margins.
The failure tu inerC:2S:: revenues at a rate sufficient to offset the increase in data communications and equipment costs
resulting from increasir.; L:SJge,
The risk of loss 0: s~,vi:es of executive officers and other key employees.
The risk that bccaus~ of seasonal and other factors, the Company is unable to predict growth in sales, usage, subscriber
acquisitions and advcrtising commitments.
The failure of the Company to establish new relationships with electronic commerce, advertising, marketing,
technology and content providers or the loss of a number of relationships with such providers or the risk of significantly
increased costs or decreased revenues needed, to maintain, or resulting from the failure to maintain, such relationships, ~~
the case may be.
The risk associated with accepting warrants in lieu of cash in certain electronic commerce agreements, as the value of
such warrants is dependent upon the common stock price of the warrant issuer at the time the warrants are earned.
The risks related to the acquisition of businesses, including the failure to successfully integrate and manage acquired
technology, operations and personnel, the loss of key employees of the acquired companies and diversion of the Company's
management's attention from other ongoing business concerns; and the risk of significant charges for in-process research
and development or other matters.
The inability of the Company to introduce new products and services; and its inability to develop, or achieve
commercial acceptance for, these new products and services. The failure to resolve issues concerning commercial activities
via the Internet, including security, reliability, cost, ease of use and access. The risk of adverse changes in the U.S.
regulatory environment surrounding interactive services.
Page 30
The failure of the Company or its partners to successfully market, sell and deliver its services in international markets;
and risks inherent in doing business on an internationallevei, such <is laws that differ greatly from those in the United States,
unexpecte,d changes in regulatory requirements, political risks, export restrictions and controls, tariffs and other trade
barriers a.rid fluctuations in currency exchange rates.
The Company's inability to offer its services through advanced distribution technologies such as cable and broadcast,
and the resulting inability to offer advanced services such as voice and full motion video. The Company's inability to
develop new technology or modify its existing technology to keep pace with technological advances and the pursuit of these
technological advances requiring substantial expenditures.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to immaterial levels of market risks, including changes in foreign currency exchange rates and
interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency
exchange and interest rates. The Company does not enter into derivatives or other financial instruments for trading or speculative
purposes. The Company only enters into financial instruments to manage and reduce the impact of changes in foreign currency
exchange rates. In June 1998, the Company initiated hedging activities to mitigate the impact on intercompany balances of
changes in foreign exchange rates. The Company is using foreign currency forward exchange contracts as a vehicle for hedging
these intercompany balances. A foreign currency forward exchange contract obligates the Company to exchange predetermined
amounts of specified foreign currencies at specified exchange rates on specified dates and to make or receive an equivalent U.S.
dollar payment equal to the value of such exchange. for these contracts that are designated and effective as hedges, realized and
unrealized gains and losses resulting from changes in the spot exchange rate (including those from open, matured and terminated
contracts) are included in other income and net discounts or premiums (the difference between the spot exchange rate and the
forward exchange rate at inception of the contract) are also accreted or amortized to other income, over the life of each contract,
using the straight-line method. These gains and losses offset gains and losses on intercompany balances, which are also included
in other income. The related amounts due to or from counterparties are included in other assets or other liabilities. In general,
these foreign currency forward exchange contracts mature in three months or less. The estimated fair value of the contracts are
immaterial due to their short-term nature.
Item 8. Financial Statements and Supplementary Data
Reference is made to the financial statements listed under the heading "(a) (l) Consolidated financial Statements" of Item 14
hereof, which financial statements are incorporated herein by reference in response to this Item 8.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
The response to this item is incorporated by reference from the Sections titled "Management" and "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Registrant's Proxy Statement for its 1999 Annual Meeting of Stockholders.
Item 11. Executive Compensation
The response to this item is incorporated by reference from the Section titled "Executive Compensation," but not from the
Sections titled "Executive Compensation-Perfonnance Graph" and "Executive Compensation-Report on Executive
Compensation by the Compensation and Management Development Committee of the Board of Directors," in the Registrant's
Proxy Statement for its 1999 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The response to this item is incorporated by reference from the Section titled "Share Ownership" in the Registrant's Proxy
Statement for its 1999 Annual Meeting of Stockholders.
Page 31
Item 13. Certain Relationships and Related Transactions
The res~onse to this item is incorporated by reference from the Section titled "Certain Relationships and Related
Transactions")n the Registrant's Proxy Statement for its 1999 Annual Meeting of Stockholders.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Consolidated Financial Statements
The following consolidated financial statements of America Online, Inc. and the Report of Independent Auditors thereon are
included in Item 8 above:
consolidated Balance Sheets as of June 30,1999 and 1998.........'........................ F-2
Consolidated Statements of Operations for the years ended June 30, 1999, 1998, and 1997.. F-3
Consolidated Statements of Char.ges in Stockholders' Equity for the years ended June 30,
1999, 1998, and 1.997.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . _ . . . . . . . . . . . . . . . . . .. F-4
Consolidated Statements of Cash Flows for the years ended June 30, 1999, 1998, and 1997.. F-S
Notes to Consolidated Financial Statements............................................... F-6
Report of Management.......................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. F-25
Report of Independent Auditors..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. F-26
(a)(2) Financial Statement Schedules
All financial statement schedules required by Item 14(a) (2) have been omitted because they are inapplicable or because the
required information has been included in the Consolidated Financial Statements or Notes thereto.
(a)(3) Exhibits
The fonowing Exhibits are incorporated herein by reference or are filed with this report as indicated below. Copies of
exhibits will be furnished, upon request, to holders or beneficial owners of America Online, Inc. Common Stock as of August 30,
1999, subject to payment in advance ofa fee of25 cents per page to reimburse America Online, Inc. for reproduction costs.
EXHIBIT LIST
Exhibit
No.
Description
---------------------------------------------------------------------------------------------------
2.1
Purchase and Sale Agreement dated as of September 7, 1.997 by and among America Online, Inc., A."'5
Communications, Inc. and WorldCom, Inc. (Filed as Exhibit 2 to the Company's Current Report on Form
8-K, dated September 19,1997, and incorporated herein by reference.)
2.2 Agreement of Purchase and Sale dated as of June 5, 1.998 by and among America Online, Inc., AOL
Acquisition Corp., R.G.A.O. Holdings Ltd., and Mirabilis, Ltd. and the Principal Stockholders
(Confidential treatment has been requested with respect to certain portions of the Agreement)'.,
(Filed as Exhibit 2 to the Company's Current Report on Form 8-K, dated June 11, 1998, and
incorporated herein by reference.)
2.3 Agreement and plan of Merger dated as of November 23, 1998 by and among America Online, Inc., Apollo
Acquisition Corp. and Netscape Communications Corp -ration (Filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K, dated November 23, 1998 and incorporated herein by reference.)
2.4 Agreement and Plan of Merger dated as of February 1, 1999 by and among America Online, Inc., MF
Acquisition Corporation and MovieFone, Inc. (Filed as Exhibit 2.1 to the Company's Current Report on
Form 8-K dated February 1., 1.999 and incorporated herein by reference.)
3.1 Restated Certificate of Incorporation of America Online, Inc. (Filed as Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended June 3D, ~997 and incorporated herein by reference.)
3.2 Amendment of Section A of Article 4 of the Restated Certificate of Incorporation of America Online,
Inc. (Filed as Exhibit 3.1. to the Company's Quarterly Report on Form 1.0-Q for the quarter ended
September 30, 1998 and incorporated herein by reference.)
Page 32
3.3 Certificate of Designation. Preferences and Rights of Series A-} ~ior Participating Preferred Stock
of America Online, Inc. (Filed as Exhibit 3.3 to the Company's Ao'1:lual Report on Form 10-K for thlil
year ended June 30, 1998 and incorporated herein by ~eference.)
I
Certificate of Elimination of Series A Junior Participation Preferred Stock of A~erica Online, Inc.
(Filed as Exhibit 3.4 to, the Company's &'1nual Report on Form lO-K for the year ended June 30, 1992
and incorporated herein by reference.)
3.4
3.5
4.1
4.2
4.3
4.4
4.5
10.1
10.2
10.3
10.4
10.5
10.6
10.7
Restated By-Laws of America Online, Inc. (Filed as Exhibit 3.5 to the Company's Annual Report on Form
10-K for the year ended June 30, 1998 and incorporated herein by reference.)
Article 4, Article 6 and Article 8 of the Restated Certificate of Incorporation (see Exhibits 3.1 and
3.2)
Indenture, dated as of November 17. 1997 between America Online, Inc., as issuer, and State Street
Bank and Trust Company. as trustee. (Filed as Exhibit 4.1 to the Company's Current Report on Form 8-
K. dated December 2, 1997 and incorporated herein by reference.)
Registration Rights Agreement, dated as of November 17, 1997 between America Online. Inc. and
Goldman, Sachs & Co.. BT Alex. Brown Incorporated, Lehman Brothers Inc. and Cowen & Company. (Filed
as Exhibit 4.2 to the Company's Current Report on Form 8-K, dated December 2. 1997 and incorporated
herein by reference.)
Purchase Agreement dated November 12. 1997 between America Online. Inc. and Goldman, Sachs & Co., BT
Alex. Bro;m Incorporated. LehClan Brothers Inc. and Cowe:l & Company. (Filed as Exhibit 4.3 to th2
Company's Current Report on Form 8-K, dated December 2, 1997 and incorporated herein by reference.)
Rights Agreement dated as of May 12. 1998. between America Online, Inc. and BankBoston. N.A.. as
Rights Agent. (Filed as Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998 and incorporated herein by reference.)
The Company's Employee Stock Purchase Plan, as amended. *
The COClpany's 1992 Employee. Director and Consultant Stock Option Plan, as amended. *
The Company's Incentive Stock Option Plan, 1987 Restatement. (Filed as Exhibit 10.25 to the Company's
Registration Statement on Form S-l, Registration Statement No. 33-45585. as filed on February 6. 1992
and incorporated herein by reference.)
The Company's 1987 Stock Incentive Plan. (Filed as Exhibit 10.26 to the Company's Registration
Statement on Fort:\ S-l. Registration Statement No. 33-45585. as filed on February 6. 1.992 and
incorporated herein by reference.)
Amendment No.!. to the Company's 1.987 Stock Incentive Plan. (Filed as Exhibit 10.27 to the Company's
Registration Statement on Form S-1.. Registration Statement No 33-45585, as filed on February 6, 1.992
and incorporated herein by reference.)
Employment Agreement and related agreements entered into with Robert W. Pittman. (Filed as Exhibit
10.15 to the Company's Annual Report on Form 10-K for the year ended June 30. 1.997 and incorporated
herein by reference.)
Employment Agreel:\ent and related agreements entered into with George Vradenburg. III.
Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended June 30.
incorporated herein by reference.)
(Filed as
19ge an!i
10.8 Employment Agreement and related agreements entered into with J. Michael Kelly. .
10.9 Restricted Stock Agreement between America Online. Inc. and J. Michael Kelly (Filed as Exhibit 4.4 to
the Company's Registration Statement on Form S-8. Registration Statement No. 33-60623. as filed on
August 4, 1998 and incorporated herein by reference.)
10.10 Strategic Development and Marketing Agreement made and entered into on November 23, 1.998, by and
between America Online. Inc. and Sun Microsystems, Inc. (Confidential treatment granted) (Filed as
Exhibit 10.1 to the COClpany's Quarterly Report on Form 10-Q for the quarter ended December 31, 1.998
and incorporated herein by reference.)
10.11 Sun Microsystems, Inc. Service Provider Agreement effective November 1, 1998 (Confidential treatment
granted) (Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for quarter ended
December 31, 1998 and incorporated herein by reference.)
Page 33
2L1
List of Subsidiaries *
23.1
Consent of Ernst & Young LLP *
24.1
pow~rs of Attorney *
* Filed with this report
(b) Reports on Fonn 8-K
The following reports on Form 8-K were filed during the quarter ended June 30, 1999:
Item #
Description
Filing Date
5, 7 A report dated April 21, 1999 filing a newsletter and historical unaudited April 21, 1999
supplemental financial statements concerning certain one-time items
2,7 An amendment to a prior report dated March 17, 1999 to file the financial April 21, 1999
statements of the Company, due to the acquisition of Netscape
Communications Corporation
2,5,7 A report dated May 21, 1999 regarding the acquisition ofMovieFone, Inc. May 27,1999
by the Company and Iitig.ation filed against the Company
Page 34
SIGNATURES
.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 13th day of August, 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities indicated on the 13th day of August, 1999.
Sienalure
Stephen M, Case
James F. MacGuidwin
Daniel F. Akerson
James L. Barksdale
Frank J, Caufield
Alcxander M. Haig, Jr.
William N. Melton
Thomas Middelhoff
Colin L. Powell
Franklin D. Raines
*By:
m-
cated
Title Date
Chairman of the Board, Chief Executive Otlicer August 13, 1999
(principal executive officer)
President, Chief Operating Officer and Director August 13, 1999
Senior Vice President, Chief Financial Officer and August 13, 1999
Assistant Secretary (principal financial officer)
Vice President, Controller, Chief Accounting & August 13. 1999
Budget Officer (principal accounting officer)
Dircctor August 13, 1999
Director August 13, 1999
Director August 13, 1999
Director August 13, 1999
Director August 13, 1999
Di rector August 13, 1999
Director August 13, 1999
Director August 13, 1999
AMERICA ONLINE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of June 30, 1999 and 1998........... .......................... F-2
Consolidated Statements of Operations for the years ended June 30, 1999, 1998 and 1997....... F-3
Consolidated Statements of Changes in Stockholders' Equity for the years ended June 30, 1999,
19.98 and 1997......................... . . . . . . . . . . . . . . . . . . . . . .,' . . . . . . . . . . . . . . . . . . . . . . . . . . 0 . . . .. F-4
Consolidated Statements of Cash Flows for the years ended June 30, 1999. 1998 and 1997...0." F-5
Notes to Consolidated Financial Statements............... 0........:................ 0......... F-6
Report of Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. F-25
Report of Independent Auditors...................................................... 0.0 0 0..... F-26
Page 36
AMERICA O:"iLINE, INC.
CONSOLIDATED BALANCE SHEETS
~
CUrrent assets:
Cash and cash equivale:1:s, ,........,................................................
Short - term inves:.r.:e::: s, ' , , . ' , . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade accounts re::e:.v..:,~c. less allo'"ances of $54 and $34,
respectively. . . , , . , .. ""........................................................
Other receivables. . . , . ' . ' . . , ' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
~repaid expenses a:1~ o:~e= c~=rent assets...........................................
Total current assets.
............................................................... .
~roperty and eq'.J:'F"'~::: a: :::>::t, net.................................................
Ot.her assets:
Investments incl~=:::= ~~~"~a~le-fo=-sale securities......... ........ ...... ..........
~roduct develop~e:1: c:>:;:s. ~.~t......................................................
Good1olill and othe= ~:::a~.;":::c assets, net...................:.......................
Other assets...... . . . ' ' , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LIABILITIES k~D STOC~~OLDERS' EQUITY
Current liabilities,
Trade accounts paya':l~e. ' . , , , . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued expe:':ses an~ lla:.:.lities..............................................
Deferred revenue... ,. ...."........................................................
Accrued personnel cos:S,.,."...,...................................................
Deferred network se=--.'l::CS c=e=:t....................................................
Total current lia':lilitles,
................................................................ .
Long-term liabilities,
Not.es payable...... . . . . , . , . . , , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue..... , . ' . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilit.ies..,.,......,.......................................................
Deferred network ser....ices c=ec:. t. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tot.al liabilities.....,.............................................................
St.ockholders' equity:
Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued
and outstanding at June 30, 1~~~ and 1~~8, respectively...........................
Common stock, $.01 par value; 1,800,000,000 shares authorized, 1,100,8~3,933 and
973,150,052 shares issued and outstanding at. J~'e 30, 1999 and 1~98, respectively.
Additional paid-in capital................. ................. ........................
Accumulated comprehensive income - unrealized gain on
available-for-sale securities, net................................................
Ret.ained earnings (accumulated deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders 0 equity..........................................................
See accompanying notes,
Page 37
June 30,
1999
1998
(Amounts in
millions, except
share data)
$ 887
537
$ 677
146
323
79
153
192
93
155
1,979
1,263
657
503
2,151
100
454
7
531
88
472
17
$5,348 $2,874
-------- --------
-------- --------
$ 74 $ 120
795 46l
646 420
134 78
76 76
-------- --------
1,725 1,155
348 372
30 7l
15 7
197 273
-------- --------
2,315 1,878
II 10
2,703 1,431
168 145
151 (590)
-------- --------
3,033 996
-------- --------
$5,348 $2,874
-------- --------
-------- --------
AMERICA ONLINE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended June 30,
------------------------
1999
1998
1997
Earnings (loss) per share:
Earnings (loss) per share-diluted.......................
Earnings (loss) per share-basic.........................
Weighted average shares outstanding-diluted.............
Weighted average shares outstanding-basic...............
------- -------- -------
(....":'.ounts in millions,
except per share data)
$3 , 321 $2,183 $1,.;78
1,000 543 308
456 365 411
------- -------- -------
4,777 3,091 2,197
2,657 1,811 1,162
608 623 608
385
286 239 195
408 328 220
65 24 6
94 9
95 75 73
17 24
----- -- -------- -------
4,319 3,211 2,682
458 (120) (485)
638 30 10
------- -------- -------
1,096 (90) (475)
(334) 16 (10)
------- -------- -------
$ 762 $ (74) $ (485)
------- -------- -------
------- -------- -------
$ 0.60 $(0.08) $(0.58)
$ 0.73 $ (0.08) $(0.58)
1,277 !125 838
1,041 925 838
Revenues:
Subscription services..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advertising, commerce and other...... . . . . . . . . . . . . . . . . . . .
Enterprise solutions....................................
Total revenues..........................................
Costs and expenses:
Cost of revenues......................... . . . . . . . . . . . . . . .
Sales and marketing
Sales and marketing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
write-off of deferred subscriber acquisition costs...
Product development............. . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative..............................
Amortization of goodwill and other intangible assets....
Acquired in-process research and development.... ........
Merger, restructuring and contract termination charges..
Settlement charges......................................
Total costs and expenses...... . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from operations...........................
Other income, net..................................,....
Income (loss) before provision for income taxes....,....
(Provision) benefit for income taxes....................
Net income (loss).......................................
See accompanying notes.
Page 38
;>-
t:
;:>
CI
~
en
~
~
Cl
..:I
o
:c
~
U
o
E-
oCl)
Uz
z_
-
~CI)
~~
Z,",
-Z
..:1<
Z:c
Ou
<,-
~O
~CI)
~E-
~Z
<~
~
~
E-
<
E-
CI)
Cl
~
E-
<
Cl
:3
o
CI)
z
o
U
,,-
> g) "0..
....C12 alO
CD 0 Cl1-=...,
c:: ~.c: =
lV-i--WO
~ I:
4.1 CD ... II :I
~~~:;;..,
E U "
01: >-
U...
""
"
'Olftu_
liD'll"'''''
c:c:~_
...._::J U
.ce...
&.1"'::11""
4.1 III U CD
CC:D:lUO
::,
"
"" > ..
".... "
....Z
.. I:
.." .
:l~ "
E " E
:0 .. 0
U Q, U
u E I:
"0'"
U
..
..
1:1:"
0_ ..
-...
..",,-
........ Q,
""....
"""'U
..
'"
u
o
..
<II
I
u
'"
u
e
<II
""
..
..
..
::
..
..
'"
..
..
..
~
..
I:
:0
o
E
..
..
..
..
..
~
<II
..
C
j
..
o
..
....
..,. M r"o N
.". '"
~
~
..
..,
"
..
..
~
..
..
...
..
Q,
..
U
"
"
...
~
..
C
~
..
..
E
~
..
, ..
C
:0
o
E
::
'"
...
..
....
I""'lNr""r.I
....'"
~
..
~
'"
...
.
.....0
~OO
... .. 0
.."'~
... .. ..
.........
.. '" ...
'"
...
...
..
o
...
..
.;.
..
..
..
..
~
<II
o
o
o
.;
...
...
en
OJ
..
I:
:~
. "
'"
o
.",
u
o
...
..
~
VI ~ : ~
: ~ ~ .:
... .. 0 . C 0
g ~ ~ ~ .!:.,
0"0........ c: E to'O
f""I ~ "" CD 0 c: III IU
::t c..... ... U Q . IJ
i~~~~o~~~
" 0 11$ ~ 10 ...
},( &II C C'l G
>> U aI II 0 ~...
lIIe~:~~~~::
. III U C C1.........
. ......C..........c:..
UCGll...-t..........O
al)(::t"w.>~-
. caaCAcn......
.. ~""..
III c: III"
m.U =- 1-%
..
~
:::
'"
...
...
...
..
..
'"
CD"';:;
........
.
:::gCD
~
0'"
..
...
...
'"
o
...
'"
..
'"
~~
'"
..
~
~
...
...
~
~'"
~...
...0"
.....
~
...
...
o
..
"'..
...
o
.;
....
.. ...
"'.
......
"'....
"'.0
;::~:::
"'0"
=::~
0'"
.. ~
..
..
"'......
..
o
o
o
.;
"
.. ..
C C
-~
....
o '"
~ 0
"
~'"
.. "
:> 0
" "
:: ..
..
"
C
"
~ ~
...., '" w J/.
; m :~ ~g'~
e "0 .0 ::t..... 0
... 0 c: . .... U 0 ....
...., .. CD ... CJ . CII
.... C'. a"C
.-4~ ~~.;; Oe:~
.. 0 0.... IJ Co ..... ..
o).l'O__c::E "0''0
'"' .....CD 0 CO-..J/.ClI
O'l:Jc.-..U O. OU'"
:.::O&~... c::~~E'=
::I....-...uoo -....... ..
~ 0 0...., .. IIl:I . ...
OJ!: IIICCOtOOC
....g.UClID 00 .... 00
"W~~:O:~'g~g~~
_O_uc: . c........... 0..
. ..........O__QuQ..
U...C.......... ....IID.. .0
O"IX::t...,JI..>CoIO......
... D2e=cn"U.,,"iloI
~_ ~O.. c: Xw
.... ....c 0 ..
.wu _;t tJ ..::
.
!:
.
.
... .
'" .
.
.
c.,. :
.
.
.
... '"
-..
...~
eo~
...
~ '"
"'...
... .,
.
..
o~
......
...-
...
'"
~
;:;
~ ...
......
'"
~
.. ..
......
N ..
~
o
o
o
.. ..
"'0
.~
......
.. 0
0'"
0"
",eo
~ ...
...0
"'0
.....
..
...
...
... .
..
eo
......
eo...
o
<>
o
..
I:
:~
...
'"
o
...
...
en
..
..,
I:
..
...
...
~
\QCD~ N
~CD:: ~
...
...
o
...
:::
...
~
~
...
...
~
~
..
..
I:
D
C
.~
.. ...
~ -go
..
~ .",
.. U
:0 0
" ..
.. D
..
..
C
'.. ..
ii ~ ~
. i ;: ~
: ~ ..::
..~ ~~~ ,,:B
.." 0 CD Co ~
ow,o....ce .-'0
f"t ...., 0 CCltioJ&I
e.~c...u 0 s:J..,
.c_ox "'ClC
3::.=:...~o _.;;~'O-;
1')0 QioJ .. ...'"
ox .CCChCDO
.,g.U. 00 .... .,
. Q ............'0"" C_ CD
.....,....0..,..,...0- e
.O_U ..."'...........0
. ..... 0"""". C u
:t:~=::X:~=~.5
.OIDlcn..U..4>
":::8 2~~ g:~
..u 011I(-= tJ"'=
...
'"
...
'"
~
..
M
...
<>
M
....
...
..
..
~
'"
~
..
'"
~
....
...;
~
'0
s::
~
.~
t:l
~
o
u
u
t:l
I\)
~
0'\
~
C.l
ell
co
~
...
o
..
...
....
~
~
....
M
...
..
M
~
..
o
~
.;
.
..
.
,
..
~
..
...
~
.,
..
..
..
..
u
..
~
..
..
AMERICA ONLINE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cas~ flo~s from operatin; act1v1tles:
!;et income (loss)............................................................,.........
Adjustments to reconcile net income (loss) to net cash provided by operating
accivi:ies:
\;=ite-off of de:e:-red subscriber acquisition costs. ...........................,....;....
lion-cash rest:-ucturing charges........... . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . , . . . . . . . . . . . ,
Depreciation and amo:-tization.............. . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . .
A':\ortization of deferred net"'o:-k se:-vices credit.......................................
Charge fo:- aCCfolired in-p:-ocess research and development................................
Co"'pensatory stock options.................. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes...............................................................,..
Gain on sale of investments...........................................................,
A",o:-tization of subscriber acquisition costs. . . .., . ... . . ... . . ., .... .. . . . . . . . .., . . . . . . . .
Changes in assets and liabilities, net of the effects of acquisitions and dispositions:
Trade accounts receivable............................................................
Other receivables....................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
prepaid e~enses and othe:: curren: asset:s.. . . . - . . . . - . . . . . . . . . . . . . . . . - . . . . . . . . - . . . . . . .
Deferred subscriber acquisition costs................................. .. .............
Other assets........................................................... . . . . . .. . . . . . . .
Investments including available-for-sale securities.................... ..,....... ....
Accrued expenses and other current liabi 1 i ties. . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue and other liabilities...............................................
Total adjustments......................................................................
"a: cash provided by operating activities..............................................
Cash flows from investing activities:
P\:.rchase of property and equip:::e"'t..................................... . . . , . . . . . . . . . . . .
p:-oduct development costs..............................................................
p:"oceeds fro:: sale of inves::.~encs. -. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pu:-chase of investments, including available-fo:--sale securities....... ... ,........ ....
Xaturity of investll'.ents................................................................
"at (payments) proceeds fo:- acquisitio",s/dispositions of subsidiaries..................
Othe:- investing acti vi ties. . . . . . . . . . . . . . . . . . . . . . . . '.' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ne::. cash used in inves:i~g activities........ .......................... ................
Cash flows from financin; activities:
Proceeds froe issuance 0: common and preferred stock, net..............................
Proceeds from sale and leaseback 0: p:-operty and equipment................ .............
Principal and accrued interest paycents on line of credit and debt.....................
Proceeds fro:o line of credit and issuance of debt......................................
"et cash provided by financing activities. . . . . .... .. ... . ......... ., ... . . . . ". . .. . . . .. ..
"et increase in cash and cash equivalents..............................................
Cash and cash equivalents at beginnin; of year.........................................
Cash and cash eCfolivalents at end of year............................................... S 887
Supplemental cash flow information
Cash paid during the yea:- for:
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S 17
See accompanying notes.
Page 40
Year ended June 30,
1959
1993
1997
S 677 S 191
S 10 S
2
AMERICA ONLINE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL ~... n. TLL\1ENTS
Note 1. Org~nization
America Online, Inc. (the <;Company") was incorporated in the state of Delaware in May I 985. The Company, based in
Dulles, Virginia, is the world's leader in interactive services, Web brands, Internet technologies and electronic commerce
services. America Online, Inc. operates: two worldwide Internet services, the AOL service, with more than 17 million members,
and the CompuServe service, with approximately 2 million members; several leading Internet brands including ICQ, AOL Instant
messenger and Digital City, Inc.; the Netscape Netcenter and AOL.COM Internet portals; the Netscape Communicator client
software, including the Netscape Navigator browser; AOL MovieFone, the nation's number one movie listing guide and ticketing
service; and Spinner Networks Incorporated and Nullsoft, Inc., leaders in Internet music. Through its strategic alliance with Sun
Microsystems, Inc., the Company also develops and offers easy-to-deploy, end-to-end electronic commerce and enterprise
solutions for companies operating in and doing business on the Internet.
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation The consolidated financial statements include the accounts of the Company and its
subsidiaries. All significant intercompany accounts and transactions have been eliminated.
Business Combinations Business combinations which have been accounted for under the purchase method of accounting
include the results of operations of the acquired business from the date of acquisition. Net assets of the companies acquired are
recorded at their fair value to the Company at the date of acquisition. Amounts allocated to acquired in-process research and
development are expensed in the period ofacquisition (see Note 8).
Other business combinations have been accounted for under the pooling-of-interests method of accounting. In such cases,
the assets, liabilities and stockholders' equity of the acquired entities were combined with the Company's respective accounts at
recorded values. Prior period financial statements have been restated to give effect to the merger unless the effect of the business
combination is not material to the financial statements of the Company (see Note 8).
Revenue Recognition Subscription services revenues are recognized over the period that services are provided. Other
revenues, which consist principally of electronic commerce and advertising revenues, enterprise solutions sales which inclu'de
software licenses and services, as well as data network service revenues, are recognized as the services are performed or when the
goods are delivered. Deferred revenue consists primarily of prepaid electronic commerce and advertising fees and monthly and
annual prepaid subscription fees billed in advance.
Beginning in fiscal 1998, the Company adopted Statement of Position 97-2 "Software Revenue Recognition" as amended by
Statement of Position 98-4. The effect of adoption did not have a material impact on the Company's results of operations. The
Company recognizes the revenue allocable to software licenses upon delivery of the software product to the end-user, unless the
fee is not fixed or determinable or collectibility is not probable. In software arrangements that include more than one element, the
Company allocates the total arrangement fee among each deliverable based on the relative fair value of each of the deliverables
determined based on vendor-specific objective evidence.
Property and Equipment Property and equipment are depreciated or amortized using the straight-line method over the
following estimated useful lives:
Compu~er equipment a~d internal software..
Buildings and related improvements.. ......
Leasehold ir:lprovements....................
Furniture and fixtu~es......... ...... .....
2 to 5 years
lS to 40 years
4 to 10 years
5 years
Effective July I, 1998, the Company adopted Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use", which requires that certain costs for the development of internal use software
should be capitalized, including the costs of coding, software configuration, upgrades and enhancements. The adoption of this
pronouncement did not have a material effect on the Company's financial results.
Subscriber Acquisition Costs and Advertising The Company accounts for subscriber acqulSltlon costs pursuant to
Statement of Position 93-7, "Reporting on Advertising Costs" ("SOP 93-7"). As a result of the Company's change in accounting
Page 41
estimate (see Note 3), effective October 1, 1996, the Company began expensing all costs of advertising as incurred. Included in
sales and marketing expense is both brand and acquisition advertising across the Company's multiple brands and \vas $599
million, S476 million and $453 million for the fiscal years ended June 30, 1999, 1998 and 1997, respectively.
I
Prior to .october 1, 1996, the Company accounted for the cost of direct response advertising as deferred subscriber
acquisition costs to comply with the criteria of SOP 93-7. These costs consist solely of the costs of marketing programs which
result in subscriber'registrations without further effort required by the Company. Direct response advertising costs, relate directly
to subscriber solicitations and principally include the printing, production and shipping of starter kits and the costs of obtaining
qualified prospects by various targeted direct marketing programs and from third parties. These subscriber acquisition costs have
been incurred for the solicitation of specifically identifiable prospects. The deferred costs were amortized, beginning the month
after such costs were incurred, over a period detennined by calculating the ratio of current revenues related to direct response
advertising versus the total expected revenues related to this advertising, or twenty-four months, whichever was shorter. All other
costs related to the acquisition of subscribers, as well as general marketing costs, were expensed as incurred. No indirect costs are
included in deferred subscriber acquisition costs.
On a quarterly basis, management reviewed the estimated future operating results of the Company's subscriber base in order
to evaluate the recoverability of deferred subscriber acquisition costs and the related amortization period. Management's
assessment of the recoverabilit)' and amortization period of deferred subscriber acquisition costs was subject to change based
upon actual results and other factors.
Product Development Costs The Company's subscription service is comprised of various features which contribute to the
overall functionality of the service. The overall functionality of the service is delivered primarily through the Company's four
products (the AOL service and the CompuServe service for Windows and Macintosh). The Company capitalizes costs incurred
for the production of computer software used in the sale of its services. Capitalized costs include direct labor and related
overhead for software produced by the Company and the cost of software purchased from third parties. All costs in the software -
development process which are classified as research and development are expensed as incurred until technological feasibility
has been established ("beta"). Onee technological feasibility has been established, such costs are capitalized until the software has
completed beta testing and is generally available. To the extent the Company retains the rights to software development funded
by third parties, such costs are capitalized in accordance with the Company's nonnal accounting policies. Amortization, a cost of
revenue, is provided on a product-by-product basis, using the greater ofthe straight-line method or the current year revenue as a
percentage of total revenue estimates for the related software product, not to exceed five years, commencing the month after t,he
date of product release. Quarterly, the Company reviews and expenses the unamortized cost of any feature identified as being
impaired. The Company also reviews recoverability of the total unamortized cost of all features and software products in relation
to estimated online service and relevant other revenues and, when necessary, makes an appropriate adjustment to net realizable
value.
Capitalized product development costs consist of the following:
Year ended
June 30,
(in millions)
1999 1998
Balance, beginning of year.. $ 88 $73
Costs capitalized........... 4S 51
Costs amortized............. (33) (36)
Balance, end of yea~........ $100 $88
The accumulated amortization of product development costs related to the production of computer software totaled SI06
million and $72 million at June 30, 1999 and 1998, respectively.
Based on the Company's product development process related to the Netscape Enterprise group, costs incurred between
completion of the working model and the point at which the product is ready forgeneral release have been insignificant and have
not been capitalized,
Page 42
Included in product development costs are research and development costs totaling S 179 million, S 182 million and S 139
million, and other product development costs totaling $107 miilion, 557 million and S56 million in the years ended June 30,
1999,1998 and 1997, respectively.
I
Foreign .Currency Translation and Hedging of Intercompany Balances Assets and liabilities of the Company's
wholly-owned foreign subsidiaries are translated into U.S. dollars at year-end exchange rates, and revenues and expenses are
translated at average rates prevailing during the year. Translation adjustments are included as a component of stockholders'
equity. Foreign currency transaction gains and losses, which have been immaterial, are included in results of operations. In June
1998, the Company initiated hedging activities to mitigate the impact on intercompany balances of changes in foreign exchange
rates. In general, these foreign currency forward exchange contracts mature in three months or less. The estimated fair value of
the contracts is immaterial due to their short-term nature.
Investments The Company has various investments, including foreign and domestic joint ventures, that are accounted for
under the equity method of accounting. All investments in which the Company has the ability to exercise significant influence
over the investee, but less than a controlling voting interest, are accounted for under the equity method of accounting. Under the
equity method of accounting, the Company's share of the investee's earnings or loss is included in consolidated operating results.
To date, the Company's basis and current commitments in its investments accounted for under the equity method of accounting
have been minimal. As a result, these investments have not significantly impacted the Company's results of operations or its
financial position.
All other investments, for which the Company does not have the ability to exercise significant influence or for which there is
not a readily determinable market value, are accounted for under the cost method of accounting, Dividends and other
distributions of earnings from investees, if any, are included in income when declared. The Company periodically evaluates the
carrying value of its investments accounted for under the cost method of accounting and as of June 30, 1999 and 1998, such
investments were recorded at the lower of cost or estimated net realizable value.
Goodwill and Other Intangible Assets Goodwill and other intangible assets relate to purchase transactions and are
amortized on a straight-line basis over periods ranging from 2-10 years. As of June 30, 1999 and 1998, accumulated amortization
was $89 million and $24 million, respectively. The Company periodically evaluates whether changes have occurred that would
require revision of the remaining estimated useful life of the assigned goodwill or render the goodwill not recoverable. If such
circumstances arise, the Company would use an estimate of the undiscounted value of expected future operating cash flows, to
detennine whether the goodwill is recoverable.
Cash, Cash Equivalents and Short-term Investments The Company considers all highly liquid invesnnents with an
original maturity of three months or less to be cash equivalents. Short-tenn investments of $537 million and $146 million as of
the fiscal years ended June 30, 1999 and 1998, respectively, are carried at cost which approximates fair market value and mature
within one year.
Trade Accounts Receivables The carrying amount of the Company's trade accounts receivables approximate fair value.
The Company recorded provisions ofS33 and $25 million and write-offs of$13 and S14 million during the fiscal years ended
June 30, 1999 and 1998, respectively.
Investments Including Available-For-Sale Securities The Company has classified all debt and equity securities ~~
available-far-sale. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a separate
component of stockholders' equity net of applicable income taxes. Realized gains and losses and declines in value judged to be
other-than-temporary on available-for-sale securities are included in other income. The cost basis for realized gains and losses on
available-far-sale securities is determined on a specific identification basis.
As of June 30, 1999, the Company had available-for-sale equity investments in public companies with a fair market value of
$1,956 million and a cost basis of $1,686 million. The unrealized gain of S 168 million, net oftax, has been recorded as a separate
component of stockholders' equity. Included in the $1,956 million is an investment of S1.5 billion in a General Motors equity
security related to the strategic alliance the Company entered with Hughes Electronics Corporation ("Hughes"). For additional
information regarding this investment, refer to Note 8. During fiscal 1999, the Company sold investments in Excite, Inc. for a net
gain of approximately $567 million.
Page 43
As of Ju...;: 30, 1998, the Company had available-for-sale equity investments in public companies with a fair market value of
5286 million and a cost basis of 552 million. The unrealized gain of ~145 million, net of tax, has been recorded as a separate
component of stockholders' equity. Included in the $286 million is an investment in Excite, Inc, of $250 million.
I
As of June 30, 1999, thc Company had approximately $12 million of debt securities (included in investments including
available-for-side securities) with maturity dates in fiscal years 2002 and 2004. As of June 30, 1998, the Company had
approximately $47 millioi: of debt securities (included in investments including available-for-sale securities) with similar
maturity periods, The cost 0: t:lcse debt securities approximated fair market value,
In January 1997. the Se':urities and Exchange Commissioil issued new rules requIrlng disclosure of the Company's
accounting policies i,:.~ dcm J:I\'C5 and market risk disclosure. The Company does not have any material derivative financial
instruments asof June 30, I ~~9. 2:ld believes that the interest rate risk associated with its borrowings and market risk associated
with its available-for'$:\1:: 5e':l:~i:ies are not material to the results of operations of the Company. The available-for-sale securities
subject the CompanY'5 fln:m.:!~l pJsition to market rate risk. The Company sells products to customers in diversified industries,
primarily in the Ar.:cri=~,. \,. hi:h includes Canada and Latin America, Europe and the Asia Pacific region. The Company
performs ongoing c~ej:: t:\..lh:':::!::':1S of its customers' financial condition and generally does not require collateral on product
sales. The Compa,,:- ,"l':::~.::\.:1S r:::serves to provide for estimated credit losses. Actual credit losses could differ from such
estimates.
Financial Instrument' I ~.e carrying amounts for the Company's cash and cash equivalents, other receivables, other assets,
trade accounts p3ya~:~. ;l:..:r _~..: expenses and liabilities and other liabilities approximate fair value. The fair market value for
notes payable (see ~,~,:~ I:; I ::-.:i investments including available-for-sale securities is based on quoted market prices where
available.
Barter Tram3,tion~ 1 t-,;: Company barters advertising for products and services. Such transactions are recorded at the
estimated fair val:.;e of th~ r:.:ducts or services received or given. Revenue from barter transactions is recognized when
advertising is provi::!ed. 3:'ld s::r.'ices received are charged to expense when used. Barter transactions are immaterial to the
Company's statemenl of (\t'::r~:I0:15 for all periods presented.
Net Income (Loss) per Common Share The Company caleulates net income (loss) per share as required by SF AS No.
128, "Earnings per S!1.::~c: .. S~ ...\$ ~o, 128 replaced the calculation of primary and fully diluted earnings per share with the ba$ic
and diluted earnings per s~:!:e U:1like primary earnings per share, basic earnings per share exclude any dilutive effect of stock
options, warrants anj con\' er:lo::: securities (see Note 7).
Stock-Based Compens:llion During 1997, the Company adopted SFAS No. 123, "Accounting for Stock-Based
Compensation." The p~o\' iSIO:1S of SF AS No. 123 allow companies to either expense the estimated fair value of stock options or
to continue to follow the int:lr.sic value method set forth in APB Opinion 25, "Accounting for Stock Issued to Employees" ("APB
25") but disclose the pro fo:-rr"i3 effects on net income (loss) had the fair value of the options been expensed. The Company has
elected to continue to apply APB 25 in accounting for its stock option incentive plans (see Note 16).
Reclassification Cer.ain amounts in prior years' consolidated financial statements have been reclassified to conform to the
current year presentation,
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles'
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Recent Pronouncements The FASB recently issued Statement No. 137, "Accounting for Derivative Instruments and
Hedging Activities-Deferral of Effective Date ofF ASB Statement No. 133". The Statement defers for one year the effective date
of F ASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities". The rule now will apply to all
fiscal quarters ofall fiscal years beginning after June 15,2000, In June 1998, the F ASB issued SF AS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which is required to be adopted in years beginning after June 15, 1999. Tne
Statement permits early adoption as of the beginning of any fiscal quarter after its issuance. The Statement will require the
Company to recognize all derivatives on the balance sheet at fair value, Derivatives that are not hedges must be adjusted to fair
value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives
will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a
Page 44
derivative's change in fair value will be immediately recognized in earnings. The Company has not yet determined if it will early
adopt and what the effect of SF AS No. ] 33 will be on the earnings and financial position of the Company.
SOP 98-9~ "Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions" was issued in
lecember ]9~8 and addr::sses software revenue recognition as it applies to, certain multiple-element arrangements. SOP 98-9
also amends SOP 98-4, "Deferral of the Effective Date of a Provision of SOP 97-2", to extend the deferral of application of
certain passages of SOP 97-2 through fiscal years beginning on or before March 15, 1999. All other provisions of SOP 98-9 are
effective for transactions entered into in fiscal years beginning after March ]5, 1999. The Company will comply with the
requirements of this SOP as they become effective and this is not expected to have a material effect on the Company's revenues
and earnings.
Note 3. Change in Accounting Estimate
As a result of a change in accounting estimate, the Company recorded a charge of 5385 million ($0.46 per share), as of
September 30, ] 996, representing the balance of deferred subscriber acquisition costs as of that date. The Company previously
had deferred the cost of certain marketing activities, to comply with the criteria of Statement of Position 93-7, "Reporting on
Advertising Costs", and then amortized those costs over a period determined by calculating the ratio of current revenues related
to direct response advertising versus the total expected revenues related to this advertising, or twenty-four months, whichever
was shorter. For further information on subscriber acquisition costs, refer to Note 2. The Company's changing business model,
\,(hich includes flat-rate pricing for its online service, increasingly is.expected to reduce its reliance on online service subscriber
revenues for the generation of revenues and profits. This changing business model, coupled with a lack of historical experience
with flat-rate pricing, created uncertainties regarding the level of expected future economic benefits from online service
subscriber revenues. As a result, the Company believed it no longer had an adequate accounting basis to support recognizing
deferred subscriber acquisition costs as an asset.
Note 4. MergerlRestrueturing Charges
During the quarter ended June 1999, the Company recorded a charge of approximately $ 15 million of direct costs primarily
related to the mergers of MovieFone, Inc. ("MovieFone"), Spinner Networks Incorporated ("Spinner") and NullS oft, Inc.
''NuIlSoft''). These charges primarily consisted of investment banker fees, severance and other personnel costs, fees for legal and
accounting services, and other expenses directly related to the transaction.
During the quarter ended March 1999, the Company recorded a charge of approximately $78 million of direct costs
primarily related to the mergers of Netscape and When, Inc. and the Company's reorganization plans to integrate Netscape's
operations and build on the strengths of the Netscape brand and capabilities. This charge primarily consists of investment banker
fees, severance and other personnel costs (related to the elimination of approximately 850 positions), fees for legal and
accounting services, and other expenses directly related to the transaction.
During the quarter ended December 1998, the Company recognized approximately $2 million in merger related costs in
connection with the merger of AtWeb, Inc. These expenses were primarily associated with fees for investment banking, legal and
accounting services, severance costs and other related charges in connection with the transaction.
The following table summarizes the activity in the 1999 accruals during the period ended June 30, 1999. The balance ofth.e
restructuring accrual at June 30, 1999 is included in other accrued expenses and liabilities on the consolidated balance sheet and
is anticipated to be paid within 12 months.
(in millions)
Restructuring!
Merger Non Cash
Charges Items
Balance
June 30,
Payments 1999
Banking, legal, regulatory
and accounting fees....... ....
Severance and related costs.....
Facilities shutdown costs.....,.
Miscellaneous expenses..........
$49
27
9
10
$
$ (45)
(16)
(1)
(6)
$ .;
11
8
(3)
(7)
!otal . . . . . . . . . . . . . . . . . . . . . . . . . . .
$95
$ (7)
$ (68)
$20
------------- -------- -------- --------
------------- -------- -------- --------
Page 45
In connection with a restructuring plan adopted in the third quarter of fiscal 1998, the Company recorded a $35 million
restructuring charge associated with the restructuring of its former AOL Studios brand group. The restructuring included the
exiting of c~rtain business activities, the ternl ination of approximately 160 employees and the shutdown of certain subsidiaries
and facilities.
During fiscal 1998, the Company recorded a $35 million restructuring charge associated with actions aimed at reducing its
cost structure, improving its competitiveness and restoring sustainable profitability mainly related to the Netscape Enterprise
group. The restructuring plan resulted from decreased demand for certain Netscape products and the adoption of a new strategic
direction. The restructuring included a reduction in the workforce (approximately 400 employees), the closure of certain
facilities, the write-off of non-performing operating assets, and third-party royalty payment obligations relating to canceled
contracts.
As of June 30, 1999, all of the restructuring activities related to fiscal 1998 has been completed.
In connection with a restructuring plan adopted in the second quarter of fiscal 1997, the Company recorded a $49 million
restructuring charge associated with the Company's change in business model, the reorganization of the Company into three
operating units, the temlination of approximately 300 employees and the shutdown of certain operating divisions and
subsidiaries. As of September 30, 1997, all of the restructuring activities had been completed and, as a result, the Company
reversed $ 1 million of the original restructuring accrual.
Note 5. Contract Termination Charge
In fiscal 1997, the Company recorded a contract termination charge of $24 million, which consisted of unconditional
payments associated with terminating certain information provider contracts, which became uneconomic as a result of the
Company's introduction of flat-rate pricing in December 1996. Subsequent to the contract terminations, the Company entered
into new agreements with these information providers.
Note 6. Settlement Charges
In fiscal 1998, the Company recorded a net settlement charge of $ 18 million in connection with the settlement of the Orman
v. America Online, Inc., class action lawsuit filed in the U.S. District Court for the Eastern District of Virginia alleging violations
of federal securities laws between August 1995 and October 1996. As of June 30, 1999,. the Company has paid out
approximately $35 million and has a receivable of $ 17 million related to the estimated insurance receipts in other receivables.
In fiscal 1997, the Company recorded a settlement charge of $24 million in connection with a legal settlement reached with
various State Attorneys General and a preliminary legal settlement reached with various class action plaintiffs, to resolve
potential claims arising out of the Company's introduction of flat-rate pricing and its representation that it would provide
unlimited access to its subscribers. Pursuant to these settlements, the Company agreed to make payments to subscribers,
according to their usage of the AOL service, who may have been injured by their reliance on the Company's claim of unlimited
access. These payments do not represent refunds of online service revenues, but are rather the compromise and settlement of
allegations that the Company's advertising of unlimited access under its flat-rate plan violated consumer protection laws. In fiscal
1998, the Company revised its estimate of the total liability associated with these matters and reversed $1 million of the odgina.1
settlement accrual.
Page 46
Note 7. Earnings (Loss) Per Share
The foUorving table sets forth the computation of basic and diluted earnings (Joss) per share for the years ended June 30,
999,1998 an,d ]997:
(in millions except for per share data)
1999
1998
1997
Basic earninas'per share:
Net income (loss) available to common shareholders..............,....... ........$ 762 $
(74) $ (485)
Weighted average shares outstanding.......... .... ....................... ........ 1,041
925
838
Basic earnings (loss) per share.................................................$ 0.73 $ (0.08) $ (0.5S)
-------- -------- --------
-------- -------- --------
Diluted earninas per share:
Net income (loss) available to common shareholders..................... .........$ 762 $
Interest on convertible debt. net of tax........................................ 10
(74) $ (485)
Adjusted net income (loss) available to common shareholders
assuming conversion............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
772 $
(74) $ (485)
Weighted average shares outstanding....... ..... .... .................... ......... 1,041
Effect of dilutive securities:
Employee stock options................ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191
Warrants............ ........... ...... .. . ... . .... ........ ........ . . . . ...... . .. 20
Convertible debt... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
925
838
Adjusted weighted average shares and assumed conversions........................ 1,277
925
838
-------- -------- --------
-------- -------- --------
Diluted earnings (loss) per share.. ........ .... ......... ................. .......$ 0.60 $ (0.08) $ (0.58)
-------- -------- --------
-------- -------- --------
Note 8. Business Developments
Purchase Transactions
Acquisition of Mirabilis. Ltd
In June 1998, the Company purchased the assets, including the developmental ICQ instant communications and chat
technology, and assumed certain liabilities of Mirabi]is, Ltd. ("Mirabilis") for $287 million in cash. Mirabilis was a development
stage enterprise that had generated no revenues. In addition, contingent purchase payments, based on future performance levels,
of up to $120 million may be made over three years beginning in the Company's fiscal year 2001. The acquisition was accounted
for under the purchase method of accounting and, accordingly, the results of operations are included in the financial statements as
of the date of acquisition, and the assets and liabilities were recorded based upon their fair values at the date of acquisition. The
Company has allocated the excess purchase price over the fair value of net tangible assets acquired to the following identifiable
intangible assets: goodwill and strategic value, existing technology, base of trial users, ICQ tradename and brand and acquired in-
process research and development.
In connection with the acquisition of Mirabilis, the Company recorded approximately $228 million in goodwill and other
intangible assets, which are being amortized on a straight-line basis over periods of five to ten years.
Acquisition ofCompuServe Online Services Business
In January 1998, the Company consummated a Purchase and Sale Agreement (the "Purchase and Sale") by and among the
Company, ANS Communications, Inc. CANS"), a then wholly-owned subsidiary of the Company, and MCI WorldCom, Inc.
("WorldCom") pursuant to which the Company transferred to WorldCom all of the issued and outstanding capital stock of ANS
n exchange for the online services business of CompuServe Corporation ("CompuServe"), which was acquired by WorldCom
shortly before the consummation of the Purchase and Sale, and $147 million in cash (excluding $15 million in cash received as
. part of the CompuServe online services business and after purchase price adjustments made at closing). The transaction was
Page 47
accounted lvr under the purchase method of accounting and, accordingly, the assets and liabilities were recorded based upon their
fair values at the date of acquisition. As a result of these transactions, the excess of the cash and the fair value of the
CompuServe business received over the book value of ANS amounted to S381 million. This balance is classified as current and
long-tenn d~ferred network services credit and is being amortized on a straight-line basis over a five-year teml Cequal to the term
of a network services agreement entered into with WorldCom) as a reduction of network services expense within cost of
revenues.
In connection with the acquisition of CompuServe, the Company recorded approximately 5127 million in goodwill and
other intangible assets, which are being amortized on a straight-line basis over periods of three to seven years,
Immediately after the consummation of the Purchase and Sale, the Company's European partner, Bertelsmann AG, paid $75
million to the Company for a 50% interest in a newly created joint venture to operate the CompuServe European online service.
Both the Company and Bertelsmann AG invested an additional 525 million in cash in this joint venture. The Company accounts
for this transaction under the equity method of accounting in .aceordance with the terms of the securities issued in the joint
venture. .
Other Purchase Transactions
In fiscal 1998, the Company acquired Personal Library Software, Inc. ("PLS"), a developer of information indexing and
search technologies, NetChannel, Inc. C"NetChannel"), a Web-enhanced television company and the remaining equity interests of
Actra Business Systems LLC C"Actra"), a designer of Internet commerce applications. The Company purchased all of the
outstanding capital stock of each of the corporations and the limited liability company and assumed all of their outstanding stock
options in exchange for an aggregate of approximately 3.3 million shares of the Company's common stock and options,
approximately $16 million in cash payments, the assumption of approximately 521 million in liabilities and $2 million in
transition costs. The total purchase price for these transactions was approximately 51 14 million.
In fiscal 1997, the Company acquired Portola Communications, Inc. C"Porrola"), a builder of high-perfonnance messaging
systems, DigitalStyle Corporation C"DigitaIStyle"), a developer of Web graphics tools and Java-based animation and the
ImagiNation Net~vork, Inc. C"I1\l}J"), an interactive games company, The Company purchased all of the outstanding capital stock
of each of the corporations and assumed all of their outstanding stock options in exchange for an aggregate of approximately 4.7
million shares of the Company's common stock and options and approximately 53 million in transition costs. The purchase price
for the acquisitions was approximately $76 million. .
In connection with the above mentioned purchase transactions, the Company recorded charges for acquired in-process
research and development ("lPR&D") of approximately S94 million in the fiscal year ended June 30, 1998 and approximately 59
million in the fiscal year ended June 30, 1997. Any related purchased IPR&D for each of the above acquisitions represents the
present value of the estimated after-tax cash flows expected to be generated by the purchased technology, which, at the
acquisition dates, had not yet reached technological feasibility. The cash flow projections for revenues were based on estimates
of relevant market sizes and growth factors, expected industry trends, the anticipated nature and timing of new product
introductions by the Company and its competitors, individual product sales cycles and the estimated life of each product's
underlying technology. Estimated operating expenses and income taxes were deducted from estimated revenue projections to
arrive at estimated after-tax cash flows. Projected operating expenses include cost of goods sold, marketing and selling expenses,
general and administrative expenses, and research and development, including estimated costs to maintain the products once they
have been introduced into the market and are generating revenue. The remaining identified intangibles, including goodwill that
may result from any future contingent purchase payments, will be amortized on a straight-line basis over lives ranging from 5 to
10 years_
The following unaudited pro forma infonnation has been prepared assuming that the sale of ANS and the acquisitions of
Portola, DigitalStyle, Actra, CompuServe and Mirabilis had taken place at the beginning of the respective periods presented. The
amount of the aggregate purchase price allocated to acquired IPR&D for eaeh applicable acquisition has been excluded from the
pro fonna information, as it is a non-recurring item. The pro forma financial information is not necessarily indicative of the
combined results that would have occurred had the acquisitions taken place at the beginning of the period, nor is it necessarily
indicative of results that may occur in the future. The proforma effect of the PLS, NetChannel and INN transactions are
immaterial for all periods presented and therefore are not included in the pro forma information.
Page 48
Pro Fo:ma
Fo:: the year
ended June. 30,
(in millions, except per share data) 1998
Revenue. . . . . . . . . . . . . . . , . . . . . . . . . . . . .
Loss from operations....... . . . . . . . . .
Net Loss............................
Loss per share-diluted........ ...,..
Loss per share-basic................
(unaudited)
$3,229
$(57)
$ (11)
$(0.01)
S(O.Ol)
Pooling Transactions
In March 1999, the Company completed its merger with Netscape Communications Corporation ("Netscape"), in which
Netscape became a wholly-owned subsidiary of the Company. The Company exchanged approximately 95 million shares of
common stock for all the outstanding common shares of Nets cape. The merger was accounted for under the pooling-of-interests
method of accounting and, accordingly, the accompanying financial statements and footnotes have been restated to include the
operations of Netscape for all periods presented. During the quarter ended March 31, 1999, the Company incurred
approximately $25 million in transition and retention costs, which was charged to operations as incurred. For the years ended
June 30, 1999 (through the date of the merger), 1998 and 1997, Netscape's revenues were approximately $461 million, $452
million and S461 million, respectively. For the years ended June 30, 1999 (through the date of the merger), 1998 and 1997,
Netscape's net income (loss) was approximately $(77) million, $(159) million and Sl4 million, respectively. See Note 4 for
additional information.
During fiscal 1999, the Company completed mergers with Nullsoft, Inc. ("Nullsoft") and Spinner Networks Incorporated
("Spinner"), companies that provide Internet music, When, Inc. ("When.com"), a company that provides a personalized event
directory and calendar services, AtWeb, Inc. ("AtWeb") and PersonaLogic, Inc. ("PersonaLogic"). The Company exchanged
approximately 8.2 million shares of common stock for all the outstanding capital stock of these companies. These mergers were
accounted for under the pooling-of-interests method of accounting. As the combined results of these companies is material to the
Company's net income (loss) for the fiscal year ended June 30, 1998, the accompanying financial statements have been restated
to include the operations of these companies for all periods presented. For the year ended June 30, 1999, these companies had
revenues of approximately $2 million through the date of the merger and all prior years were immaterial. For the years ended
June 30, 1999 (through the dates of the mergers), 1998 and 1997, the net loss for these companies was approximately $18
million, $8 million and S3 million, respectively. See Note 4 for additional information.
In May 1999, the Company completed its merger with MovieFone, Inc., ("MovieFone"). The Company exchanged
approximately 4.3 million shares of common stock for all the outstanding common and preferred shares of MovieFone. As
MovieFone's historical results of operations were not material in relation to those of AOL, the financial information prior to the
quarter ended June 30, 1999 has not been restated to reflect the merger. See Note 4 for additional information.
In December 1997, the Company completed its merger with KIVA Software Corporation ("KIVA"). The Company
exchanged approximately 5.4 million shares of common stock for all of the outstanding capital stock and options of KlV A, a
privately held company. The merger was treated as a pooling-of-interests for accounting purposes, and accordingly the historical.
financial statements of the Company have been restated as if the merger occurred at the beginning of the earliest period
presented. In connection with the business combination, the Company incurred direct transaction costs of approximately $6
million, which consisted primarily of fees for investment banking, legal and accounting services incurred in conjunction with the
business combination. For the years ended June 30,1998 (through the date of the merger) and 1997, KIVA's revenues were
approximately $4 million and $1 million, respectively. For the years ended June 30,1998 (through the date of the merger) and
1997, KIVA's net loss was approximately $3 million and $5 million, respectively.
Other Business Developments
In June 1999, the Company announced a strategic alliance with Hughes Electronics Corporation ("Hughes") to develop and
market uniquely integrated digital entertainment and Internet services nationwide. This new alliance builds on the Company's
"AOL Anywhere" strategy as well as providing another means of higher speed access to its subscribers. The Companies will
launch an extensive cross-marketing initiative to package and extend the reach of both AOL TV and DirecTV. Under the
Page 49
agreement, +\. Company made a S 1.5 billion strategic investment in a General Motors p;derence stock, which carries a 6-1/4%
coupon rate and has a mandatory conversion into General Motors Class I-I common stock (GMH) in three years,
,
In Novefl1bcr 1998, the Company announced a strategic alliance with Sun Microsystems, Inc. ("Sun") to jointly develop a
comprehensiv~ suite of easy-to-deploy, end-to-end solutions to help companies and Internet service providers rapidly enter the
electronic commerce market and scale their electronic commerce operations, Sun will become a lead systems and service
provider to the Company and the Company is committed to purchase systems and services worth approximately $400 million at
list price from Sun through 2002 for its electronic commerce partners and its own use, The Company will receive more than
5350 million in licensing, marketing and advertising fees from Sun, plus significant minimum revenue commitments of 5975
million, over the next three years,
Note 9. Segment Information
Effective June 30, 1999, the Company adopted SFAS No. 13 I, "Disclosures about Segments of an Enterprise and Related
Information." Certain information is disclosed, per SF AS No. 131, based on the way management organizes financial
information for making operating decisions and assessing performance.
The Company currently has two major lines of businesses organized into four product groups who all share the same
infrastructure.
The Interactive Online Services business is comprised of the Interactive Services group, the Interactive Properties group
and the AOL International group. The Interactive Services group operates the Company's interactive products: the AOL and
CompuServe services and their related brand and product extensions; Netscape Netcenter; and the Netscape Communicator client
software, including the Netscape Navigator browser. The new product group has responsibility for broadband development and
AOL devices like AOL TV, and is charged with rapidly delivering high-quality, world-class products, features and functionality
across all branded services and properties. The Interactive Properties Group oversees ICQ, Digital City, MovieFone, Direct
Marketing Services (DMS), Spinner and Nullsoft , developer of the Winamp and SHOUTcast brands. This group is responsible
for building new revenue streams by seeking out opportunities to build or acquire branded properties that operate across multiple
services or platforms. The AOL International Group oversees the AOL and CompuServe services outside of the U.S. The AOL
International Group operates the AOL and CompuServe brands in Europe with its joint venture partner Bertelsmann AG; AOL
Canada, a wholly-owned subsidiary of America Online, Inc,; AOL Japan, with its joint venture partners Mitsui and Nikkei; ~d
AOL in Australia with Bertelsmann. America Online plans to launch services in Hong Kong with China Internet Corporation and
in Latin America with the Cisneros Group.
The Enterprise Solutions business is comprised of the Netscape Enterprise Group. This segment focuses on providing
businesses a range of software products, technical support, consulting and training services. These products and services
historically have enabled businesses and users to share information, manage networks and facilitate electronic commerce.
In November 1998, America Online entered into a strategic alliance with Sun Microsystems, Inc., a leader in network
computing products and services, to accelerate the growth of electronic commerce. The strategic alliance provides that, over a
three year period, the Company will develop and market, together with Sun, client software and network application and server
software for electronic commerce, extended communities and connectivity, including software based in part on the Netscape code
base, on Sun code and technology and on certain America Online services features, to business enterprises. In combination witi!
dedicated resources from Sun, the Netscape Enterprise Group delivers easy-to-deploy, end-to-end solutions to help business
partners and other companies put their businesses online.
While there are no intersegment revenues between the two reportable segments, shared support service functions such as
human resources, facilities management and other infrastructure support groups are allocated based on usage or head count, where
practical, to the two operating segments. Charges that cannot be allocated are reported as general & administrative costs and are
not allocated to the segments, Special charges determined to be significant are reported separately in the Consolidated Statement
of Operations and are not assigned or allocated to the segments. All other accounting policies, as described previously in Note 2
"Summary of Significant Accounting Policies," are applied consistently to the segments, where applicabie.
Page 50
A summary of the segment financial information is as follows:
Years ended June 30,
1999 1998 1997
(k~ounts in millions)
Revenues:
Interactive Online Se::-...ices.................
Enterprise Solu:ions, , . . . , , . . . . . . . . . . . . . . . . .
$4,321
456
$2,726
365
$1,786
411
Total revenues, , , . , _ . , . . . . , . . . . . . . . . . . . .
$4,777
$3,091
$2,197
Income (loss) fro~ O?~::-u:l~ns:
Interactive O:1line S~::-'.'~="s (1). (2) .. .......
Enterprise Solutions (~I.. .................
General & Administ::-a:~...c.".................
Other (3).........."".,...................
Total inco~e (los~1 ~::-o~ operations.....
$ 955 $ 412 $ (257)
6 (18) 98
(408) (328) (220)
(95) (186) (106)
------------ ------------ ------------
$ 458 $ (120) $ (485)
1. Loss from o?e::-~:~cns !o::- the year ended June 1997 includes $385 million write-off of deferred subscriber
acquisition cos:::_
2. In fiscal 1999. En:~:?::-~sc Solutions and Interactive Online Services include $5 million and $60 millio:1,
respectively, o! ~~J~_~ll and other intangible assets amortization.
3. Other consists c,! ,,:: s?e:::ial items: merger, restructuring, contract termination, acquired in-process
research and c!e'.'c :o;:,-en: and settlement charges.
The Comp:l:1~ C~~~ no: have any material revenues andlor assets outside the United States and no single customer
accounts for mo~~ tiD:i I O~ (, o~ greater of total revenues.
Note 10. Property and Equipment
Property and equip:ncnt consist of the following:
June 30,
(in r::~:llO::S)
1999 1998
Lane!."..".................................... .
B~ildln;s. e~~ip~ent and related improvements...
Lease~olc! and network improvements..............
Furniture and fixtures......... .................
Com?utcr eq~ipment and internal software........
Const::-uction in progress. .......................
$ 31
191
189
73
494
15
$ 24
98
149
42
341
36
Less aceu~~lated depreciation and amortization..
Less restructuring-related adjustments..........
993
336
690
186
1
Net p::-operty and equipment...................... $657 $503
The Company's depreciation and amortization expense for the years ended June 30, 1999, 1998 and 1997 totaled $159
million, $110 million and $46 million, respectively.
Page 51
Note 11. Commitments and Contingencies
The Co~pany leases facilities and equipment primarily under several long-term operating leases, certain of which have
renewal optio~s. Future minimum payments under non-cancelable operating leases with initial terms of one year or more consist
of the following: '
(in millions)
Year ending June 30,
2000. . . . . . . . . . . . . . . . $262
2001. . . . . . . . . . . . . . .. 186
2002. . . . . . . . . . . . . . . . 129
2003. . . . . . . . . . . . . . . . 76
2004. . . . . . . . . . . . . . . . 33
Thereafter.......... 123
$809
The Company's rental expense under operating leases in the years ended June 30, 1999, 1998 and 1997 totaled
approximately $294 million, $261 million and $154 million, respectively.
The Company has guaranteed monthly usage levels of data and voice communications with some of its network providers
and commitments related to the construction of additional office buildings. The remaining commitments are $1,270 million,
$1,216 million, $1,212 million and $186 million for the years ending June 30, 2000, 2001, 2002 and 2003, respectively. The
related expense for the years ended June 30, 1999, 1998 and 1997, was $1,397 million, $958 million and $405 million,
respectively.
As of June 30, 1999, the Company has guaranteed approximately $17 million in indebtedness of one of its joint ventures.
The Company has not had to make any payments related to this guarantee during the year ended June 30, 1999.
The Company is a party to various litigation matters, investigations and proceedings, including a shareholder derivative suit
filed in Delaware chancery court against certain current and fonner directors of the Company alleging violations of federal
securities Iaws. The Company has settled the shareholder derivative suit and obtained the approval of the Delaware chancery
court on terms that will not have a material adverse effect on the financial condition or results of operations of the Company.
The Department of Labor ("DOL") is investigating the applicability of the Fair Labor Standards Act ("FLSA") ,to the
Company's Community Leader program. The Company believes the Community Leader program reflects industry practices, that
the Community Leaders are volunteers, not employees, and that the Company's actions comply with the law. The Company is
cooperating with the DOL, but is unable to predict the outcome of the DOL's investigation. Fonner volunteers have sued the
Company on behalf of an alleged class consisting of current and former volunteers, alleging violations of the FLSA and
comparable state statutes. The Company believes the claims have no merit and intends to defend them vigorously. The
Company cannot predict the outcome of the claims or whether other former or current volunteers will file additional actions.
The costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and
proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in those matters
(including those matters described above) and developments or assertions by or against the Company relating to intellectual
property rights and intellectual property licenses, could have a material adverse effect on the Company's business, fmancial
condition and operating results. Management believes, howe-ver, that ,he ultimate outcome of all pending litigation should not
have a material adverse effect on the Company's financial position and results of operations.
Note 12. Notes Payable
During June 1999, the Company borrowed approximately $65 million in the form of two mortgages on its office buildings
and land located in Dulles, Virginia. The notes are collateralized by the buildings and land and carry interest rates of 7.7% and
6.75%. The notes amortize over 25 years and are payable in full at the end of 10 years. As of June 30, 1999, the principal
amount outstanding on these mortgages is $65 million.
Page 52
During September 1997, the Company borrowed approximately $29 million in a refinancing of one of its office buildings.
The note is collateralized by the Company's office building and carries interest at a fixed rate of 7.46%. The note amortizes on a
straight-line basis over a term of 25 years and if not paid in fuJi at the end of 10 years, the interest rate, from that point forward, is
subject to adjpstment. As of June 30, 1999 and 1998, the principal amount outstanding on this note was $28 million.
On November 17, 1997, the Company sold 5350 million of 4% Convertible Subordinated Notes due November 15, 2002
(the "Notes"), The Notes are convertible into the Company's common stock at a conversion rate of 76.63752 shares of common
stock for each $1,000 principal amount of the Notes (equivalent to a conversion price of $13.04844 per share), subject to
adjustment in certain events and at the holders option. Interest on the Notes is payable semiannually on May 15 and November
15 of each year, commencing on May 15, 1998. The Notes may be redeemed at the option of the Company on or after November
14,2000, in whole or in part, at the redemption prices set forth in the Notes. During fiscal 1999, approximately 6.8 million
shares of common stock were issued related to conversions. At June 30, 1999, the fair value of the Notes exceeded the carrying
value by nearly $2 billion as estimated by using quoted market prices. As of June 30, 1999 and 1998, the principal amount, net
of unamortized discount, was $256 million and $345 million, respectively.
Notes payable at June 30, 1997, totaled $52 million and mainly consisted of a two-year senior secured revolving credit
facility ("Credit Facility"). The Company had the Credit Facility available to support its continuing growth and network
expansion. The interest rate on the Credit Facility was 100 basis points above the London Interbank Offered Rate and interest was
paid periodically, but at least quarterly. The Credit Facility was subject to certain financial covenants and is payable in full at the
end of the two year term, on July 1, 1999. As of June 30, 1999 and 1998, there were no outstanding amounts on the Credit
Facility and the Credit Facility was terminated June 30, 1999.
Note 13. Other Income, Net
The following table summarizes the components of other income:
(in millions)
Year ended June 30.
-----------------
1999 1998 1997
$102 $37 $16
(20) (15) (2)
6 15
(4) (10) (10)
SS8 17 (9)
2 (5)
Interest income............ . . . . . . . . . . . . . . . . . . . .
Interest expense...............................
Allocation of losses to minority shareholders..
Equity investment losses. .......... ............
Gain (loss) on investments.....................
Other income (expense).........................
$638 $30 $10
Note 14. Income Taxes
The (provision) benefit for income taxes is comprised of:
Year Ended JUne 30,
(in millions)
1999
1998
1997
Current - primarily foreign.. -.... . . ..... ........ . .... ............. ....... $
Deferred - primarily US federal and state.................................
Deferred tax charge a:tributa~le to the Company's stock option plans......
(2)
(48)
(284)
$ (2)
18
$ (2)
(8)
Provision for income taxes............................................ - . .. $ (334) $ 16 $ (10)
------ ------
------ ------
Page 53
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to
income before provision for income taxes. The sources and tax effects of the differences are as follows:
(in millions)
Income tax (provision) benefit at the federal statutory rate of 35%..
State income (tax) benefit, net of federal benefit..... ..... '..... ...
Nondeductible charge for purchased research and develop~ent. ...... ...
Nondeductible charge for merger related expenses ....... .......... ...
valuation allowance changes affecting the provisio~ for income taxes.
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .
As of June 30, 1999, the Company has net operating loss canyforwards of approximately $7 billion for tax purposes which
will be available to offset future taxable income. If not used, these canyforwards will expire between 2001 and 2019. To the
extent that net operating loss canyforwards, when realized, relate to stock option deductions, the resulting benefits will be
credited to stockholders' equity.
The Company's income tax provision was computed based on the federal statUtory rate and the average state statutory rates,
net of the related federal benefit.
Deferred income taxes reflect the net tax effects of temporary differences between the canying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the
Company's deferred tax assets and liabilities are as follows:
June 30,
(in millions)
~999
~998
Short term:
Short term deferred tax assets:
Deferred revenue.... . . . . . . . . . . . . . . . . . . . . . . . . . . . . S
Accrued expenses and other......................
Restructure reserve.............................
Valuation allowance.. . . . . . . . . . . . . . . . . . . . . . . . . . . .
2~ $ 30
H ~9
32
(52) (38)
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
3
$43
Long term:
Long term deferred tax liabilities:
Capitalized software costs......................
Unrealized gain on available-far-sale securities
Unremitted earnings of foreign subsidiaries ....
$ (46) $ (33)
(~03) (89)
(6)
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(~5S) (~22)
'.
Long term deferred tax assets:
Net operating loss carryforwards................
Deferred network services credit................
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
valuation allowance.............................
2,670
l.0l.
9S
(2,71.4)
41.2
l.3l.
8
(426)
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
l.52
l.25
Net long term deferred asset (liability) ........ $
(3) $
3
The valuation allowance for deferred tax assets increased by $2,302 million in fiscal 1999. The increase in this allowance
was primarily due to the benefit generated from the current year exercise of stock options and warrants of $2,609 million and
certain deferred tax assets associated with acquisitions of $95 million which will result in future tax deductions. The benefit from
the fiscal 1999 exercise of options and warrants will be recorded to stockholders' equity as it is realized. This increase was
Page 54
partially offset by (I) the utilization of $284 m illionof benefits generated from prior years' exercises of stock options to reduce
fiscal 1999 income taxes payable and (2) the utilization of net operating losses relating to book taxable income of approximately
S171 million resulting in valuation allowance changes affecting the provision for income taxes.
I
The Company has net operating loss carryforwards for tax purposes ("NOLs") and other deferred tax benefits that are
available to offset future taxable income. Only a portion of the NOLs are attributable to operating activities. The remainder of the
NOLs are attributable to tax deductions related to the exercise of stock options.
Prior to the third quarter of fiscal 1998, the Company followed the practice of computing its income tax expense using the
assumption that current year stock option deductions were used first to offset its financial statement income. NOLs could then
offset any excess of financial statement income over current year stock option deductions, Because stock option deductions are
not recognized as an expense for financial reporting purposes, the tax benefit of stock option deductions must be credited to
additional paid-in capital with an offsetting income tax expense recorded in the income statement.
The Company changed its accounting for income taxes to recognize the tax benefits from current and prior years' stock
option deductions after utilization of NOLs from operations (i.e., NOLs determined without deductions for exercised stock
options) to reduce income tax expense. Because stock option deductions would have been utilized for financial accounting
purposes in prior years under both accounting methods due to the absence of NOLs from operations, this accounting change had
no effect on 1997 and prior years' tax provisions or additional paid-in capital. The effect of this change was to increase net
income and diluted earnings per share for the year ended June 30, 1998 by $73 million and SO.08, respectively.
The Company's deferred tax asset related to operations and exercised stock options amounted to:
June 30,
(in millions)
1999
J.998
Operations. . . . .
Stocl<: options..
$ HJ. $ 252
$2,626 $ 383
When realization of the deferred tax asset is more likely than not to occur, the benefit related to the deductible temporary
differences attributable to operations will be recognized as a reduction of income tax expense. The benefit related to the
deductible temporary differences attributable to stock option deductions will be credited to additional paid-in capital wqen
realized.
Note 15. Capital Accounts
Common Stock At June 30, 1999 and 1998, the Company's $.01 par value common stock authorized was 1,800,000,000
shares with 1,100,893,933 and 973,150,052 shares issued and outstanding, respectively. At June 30, 1999, 237,009,873 shares
were reserved for the exercise of issued and unissued common stock options, and convertible debt, and 10,074,160 shares were
reserved for issuance in connection with the Company's Employee Stock Purchase Plans.
During July 1998, the Company completed a public offering of common stock. The Company sold approximately 21.6
shares of common stock and raised a total of $550 million in new equity. The Company used the proceeds for general operating
purposes. In addition, the Company sold approximately 3.8 million and 2.3 million shares in fiscal 1998 and 1999, respectivel)',
and had net proceeds of approximately $8 million and S 19 million in the same time periods.
Preferred Stock In February 1992, the Company's stockholders approved an amendment and restatement of the certificate
of incorporation which authorized the future issuance of 5,000,000 shares of preferred stock, $.01 par value, with rights and
preferences to be determined by the Board of Directors.
During May 1996, the Company sold 1,000 shares of Series B convertible preferred stock ("the Preferred Stock") for
approximately $28 million. The Preferred Stock had an aggregate liquidation preference of approximately $28 million and
accrued dividends at a rate of 4% per annum. Accrued dividends could be paid in the form of additional shares of Preferred
Stock. During May 1998, the Preferred Stock, plus accrued but unpaid dividends, automatically converted into 1,568,000 shares
of common stock based on the fair market value of common stock at the time of conversion.
Warrant In connection with an agreement with one of the Company's communications providers, the Company had an
outstanding warrant, that was exercised during March 1999. The warrant, subject to certain perfonnance standards specified in
Page 55
the agreem _.H, allowed the Company's communication provider to purchase 28,800,000 shares of common stock at a price of
$0.4922 per share.
Share~oldcr Rights Plan The Company adopted a new shareholder rights plan on May 12, 1998 (the "New Plan"). The
New Plan wa!>. implemented by declaring a dividend, distributable to stockholders of record on June I, 1998, of one preferred
share purchase right (a "Right") for each outstanding share of common stock, All rights granted under the Company's fonner
shareholder rights .plan adopted in fiscal 1993 were redeemed in conjunction with the implementation of the New Plan and the
former plan was tenninated, Each Right under the New Plan will initially entitle registered holders of the common stock to
purchase one one-thousandth of a share of the Company's new Series A-I Junior Participating Preferred Stock ("Series A-I
Preferred Stock") at a purchase price of $900 per one one-thousandth of a share of Series A-I Preferred Stock, subject to
adjustment. The Rights will be exercisable only if a person or group (i) acquires 15% or more of the common stock or (ii)
announces a tender offer that would result in that person or group acquiring 15% or more of the common stock. Once
exercisable, and in some circumstances if certain additional conditions are met, the New Plan allows stockholders (other than the
acquirer) to purchase common stock or securities of the acquirer having a then. current market value of two times the exercise
price of the Right. The Rights are redeemable for $.00 I per Right (subject to adjustment) at the option of the Board of Directors.
Until a Right is exercised, the holder of the Right, as such, has no rights as a stockholder of the Company. The Rights will expire
on May 12,2008 unless redeemed by the Company prior to that date.
Stock Splits In November 1994, April 1995, November 1995, March 1998, November 1998 and February 1999, the
Company effected two-for-one splits of the outstanding shares of common, stock. Accordingly, all data shown in the
accompanying consolidated financial statements and notes has been retroactively adjusted to reflect the stock splits.
Note 16. Stock Plans
Options to purchase the Company's common stock under various stock option plans have been granted to employees,
directors and consultants ofthe Company at fair market value at the date of grant. Generally, the options become exercisable over
periods ranging from one to four years and expire ten years from the date of grant. In certain of these plans, the Company has
repurchase rights upon the individual cessation of employment. Generally, these rights lapse over a 48-month period. In fiscal
years 1998 and 1997, the Board of Directors authorized approximately 11 million options to be repriced. The vesting schedules
were not materially changed and no employees owning 3% or more of the Company's common stock nor any senior executives
participated in the repricing.
The effect of applying SF AS No. 123 on 1999, 1998 and 1997 pro forma net loss as stated below is not necessarily
representative of the effects on reported net income (loss) for future years due to, among other things, the vesting period of the
stock options and the fair value of additional stock options in future years. Had compensation cost for the Company's stock
option plans been determined based upon the fair value at the grant date for awards under the plans consistent with the
methodology prescribed under SFAS No. 123, the Company's net income (Joss) in 1999, 1998 and 1997 would have been
approximately $504 million, S(132) million and $(625) million, or $0.39 per share, S(0.14) per share and $(0.75) per share,
respectively, on a diluted basis. The fair value of the options granted during 1999,1998 and 1997 are estimated at $22.93 per
share, $5.28 per share and $1.13 per share, respectively, on the date of grant using the Black-Scholes option-pricing model with
the following assumptions: no dividend yield, volatility of 65%, a risk-free interest rate of 5.40% for 1999, 5.51 % for 1998 and
5.69% for 1997, and an expected life of 0.45 years from date of vesting. A summary of stock option activity is as follows:
Page 56
Number
of
shares
Weighted-
average exercise
price
I
Balance at June 30, 1996..
Granted..... . . . . . . . . . . . . . . . .
Exercised. . ..' . . . . . . . . . . . . .
Forfei ted. . . . . . . . . . . . . . . . .
260,77~,430
52,198,~06
(55,724,857)
(25,013,143)
$ 1. 68
$ 3.90
$ 1. 26
$ 2.93
Balance at June 30, 1997..
Granted. . . . . . . . . . . . . . . . . . .
Exercised. . . . . . . . . . . . . . . . .
Forfeited. ....... .........
232,234,836
81,370,433
(73,707,980)
(17,534,536)
$ 2.14
$12.37
$ 1.51
$ L92
Balance at June 30, 1998..
Granted. . . . . . . . . . . . . . . . . . .
Exercised. . . . . . . . . . . . . . . . .
Forfeited. . . . .. . . . . . . . . . . .
222,362,753
54,765,388
(61,202,205)
(16,356,677)
$ 5.88
$50.55
$ 3.38
$19.89
Balance at June 30, 1999.. 199,569,259
$17.75
====:=========
----------------
----------------
Options outstanding Options exercisable
--------------------------------------- ------------------------
Range
of exercise price
Number
outstanding
as of 6/30/99
Weighted-
average
remaining
contractual
life (in years)
Weighted-
average Number
exercise exercisable as
price 0: 6/30/99
Weighted-
average
exercise
price
------------------- ------------- --------------- --------- -------------- ---------
$0.01 to $1.70.... . 34,328,228 5.0 $0.90
$1. 72 to $3.39.... . 40,668,741 6.6 $2.81
$3.46 to $8.06... .. 37,213,772 7.7 $6.83
$8.H to $21.93.... 35,015,933 8.~ $H.83
$21.94 to $45.49... 36,813,111 9.2 $24.74
$45.69 to $90.13. . . ~,147,119 9.6 $77.82
$90.88 to $128.32.. 7,503,079 9.8 $112.03
$129.07 to $167.50. 3,879,276 9.8 $141.76
------------------- ------------- --------------- ---------
$0.01 to $167.50... 199,569,259 7.6 $17.75
------------- ===::::::;:========== ---------
------------- ---------
33,372,307
26,246,169
11,431,800
6,761,363
2,187,441
319,231
11,919
193,115
$0.91
$2.57
$6.08
$15.42
$26.44
$74.06
$108.15
$141. 07
80,523,345
$4.74
--------------
--------------
---------
---------
Employee Stock Purchase Plan In May 1992, the Company's Board of Directors adopted a non-compensatory Employee
Stock Purchase Plan ("the ESPP"). Under the ESPP, employees of the Company who elect to participate are granted options to
purchase common stock at a 15 percent discount from the market value of such stock. The ESPP permits an enrolled employee
to make contributions to purchase shares of common stock by having withheld from his or her salary an amount between I
percent and 15 percent of compensation. The Stock and Option Subcommittee of the Compensation and Management
Development Committee of the Board of Directors administer the ESPP. The total number of shares of common' stock that may
be issued pursuant to options granted under the ESPP is 14,400,000. A total of approximately 6 million shares of common sto~k.
have been issued under the ESPP.
In June 1995, the Company adopted a non-compensatory Employee Stock Purchase Plan ("the Netscape ESPP") under
Section 423 of the Internal Revenue Code and a total of 3,150,000 shares of common stock may be issued pursuant to options
under the Netscape ESPP. The Company's Board of Directors in 1998 amended the Netscape ESPP to increase the maximum
percentage of payroll deductions which any participant may contribute from his or her eligible compensation to 15%; amended
the Netscape ESPP from a two-year rolling offering period to a six-month fixed offering period effective with the offering period
beginning March 1999; amended the limit to the number of shares any employee may purchase in any purchase period to a
maximum of 1,800 shares; and changed the offering dates for each purchase period to March I and September I of each year.
Under this plan, qualified employees are entitled to purchase common stock at a 15 percent discount from the market value of
such stock. Approximately 2 million shares of common stock have been issued under the Netscape ESPP.
Page 57
Note 17. E,....~.10yee Benefit Plan
Savings Plans The Company has t\.Vo savings plans that qualify 'as a deferred salary arrangement under Section 401 (k) of
the Internal Revenue Code. Under the plans, participating employees may defer a portion of their pretax earnings. In one plan,
the Company. matches 50% of each employee's contributions up to a maximum matching contribution of 3% of the employee's
earnings and in the other plan, the Company's contributions are discretionary. The Company's contributions to plans were
approximately S6 million, S5 million and $3 million in the years ended June 30,1999,1998 and 1997, respectively.
Note 18. Quarterly Information (unaudited)
Fiscal ~999(1) (3)
Subscription ser~lce ~e~e~~es. ..............
Advertising, co~~~~ce a~= o~her revenues....
Enterprise solutio~ :e.e~~es................
Total revenues...." . . . . . . . . . . , . . . . . . . . . . . . .
Income from o?era~::>~:;, , . , , " , ..... .. .......
Net income .....,."".,.",...,............
Net income per ~~a=e-d"lctcd............._.
Net income per ~~:=e'~3s:c. ..... ...........
Net cash provide:: t::: o;-ero::.in; activities...
Earnings Befo~e In~eres~. 7axes,
Depreciation an:! ^-:>~t::a:'lC~ (ESITDA) (4)..
Fiscal 1998(2) (3)
Subscription service reven~cs...............
Advertising, co~~crce an~ o:.her revenues....
Enterprise solution re~enues................
Total revenues..., . , . , , ' . . . . . . . . . . . . . . . . . . . .
Income (loss) fro~ O?e~a~lons...............
Net income (loss)......,....................
Net income (loss) pe~ sha~e-diluted.........
Net income (loss) per sha~e-basic...........
Net cash provided by operating activities...
Earnings Before Interest, Taxes,
Depreciation and ~~:>rti:ation (EBITDA) (4)..
Quarter Ended
---------------------------------------------
September 30, December 31, March 31, June 30,
------------- ------------ --------- --------
(Amounts in millions, except per share data)
$723 $786 $869 $943
175 244 275 306
101 118 109 128
------------- ----..------- --------- --------
999 1,148 1,253 1,377
77 123 ~7 211
76 115 411 160
$0.06 $0.09 $0.32 $0.13
$0.08 $0.12 $0.39 $0.15
$120 $178 $605 $196
153 221 251 3~3
$';39 $';88 $580 $676
106 131 142 164
123 10'; 35 103
------------- ------------ -..------- --------
666 723 757 943
25 (5..) (83) (8)
31 (3..) (78) 7
$0.03 $(0.0..) $ (0.08) $0.01
$0.0.. $ (0.04) $ (0 .08) $0.01
$125 $57 $130 $125
76 41 31 15..
The special charges referred to below include charges for restructurings, acquired in-process research and development, mergers,
transition costs, settlements, write-off of deferred subscriber acquisition costs and contract termin,ations.
(1) Net income in the fiscal year ended June 30, 1999 includes special charges of$2 million in the quarter ended December 31,
1998, $78 million and S25 million in the quarter ended March 31, 1999 and $15 million in the quarter endedJune 30, 1999:
Net income in the quarter ended March 31, 1999 also includes a gain on the sale of Excite, Inc. investments of
approximately $567 million.
(2) Net loss in the fiscal year ended June 30,1998 includes net charges of$42 million in the quarter ended December 31,1997,
$58 million in the quarter ended March 31, 1998 and $88 milli.)n in the quarter ended June 30, 1998.
(3) The sum of per share earnings (loss) does not equal earnings (loss) per share for the year due to equivalent share
calculations which are impacted by the Company's losses, fluctuations in the Company's common stock market prices and
the timing (weighting) of shares issued.
(4) EBITDA is defined as net income plus: (1) provision/(benefit) for income taxes, (2) interest expense, (3) depreciation and
amortization and (4) special charges. The Company considers EBITDA an important indicator of the operational strength
and performance of its business including the ability to provide cash flows to service debt and fund capital expenditures.
EBITDA, however, should not be considered an alternative to operating or net income as an indicator of the performance of
the Company, or as an alternative to cash flows from operating activities as a measure of liquidity, in each case determined
in accordance with generally accepted accounting principles ("GAAP").
Page 58
REPORT OF MANAGEMENT
The management of America Online, Inc. is responsible for the integrity and objectivity of the financial and operating
i.nfonnation contained in this AnnuarsReport on Form ] 0-1(, including the consolidated financial statements covered by the
~eport of Independent Auditors. These statements were prepa."ed in confonnity with generally accepted accounting principles
and include amounts that are based on the best estimates and judgments of management, which it believes, are reasonable under
the circumstances. .
~e Company maintains a system of internal accounting policies, procedures and controls designed to provide
management with reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with management's autbori~tioD and recorded properly. The system was enhanced with
the fiscal 1999 fouith quarter initiation of a fonnalStandards of Business Conduct fostering 2. strong ethical climate. The
Company also maintains an internal 81.1ditini function. which evaluates and formally reports on the adequacy and effectiveness of
internal accounting and operational controls and procedures.
Ernst & Young LLP audits the Company's financial statements in accordance with generally accepted auditing standards
and provides an objective. independent review of tbe Company's internal control and the fairness of its reported financial
conditfon and results of operations.
In addition, the Audit Committee of the Board of Directors, consisting solely of outside directors. meets periodically
with management, the independent auditors and internal auditors to review internal accounting controls, audit results and
accounting principles and practices. and annually recommends to the Board of Directors the selection of independent auditors.
STEPHEN M: CASE
Chairman of the Board
and Chief Executive
Officer
J.MICHAELKELLY
Senior Vice President and
Chief Financial Officer
'.
Page 59
Exhibit 10.1
America Online, Inc.
Employee Stock
Purchase Plan
(Amended and Restated
Effective as of July 28,
1999)
43243.8
~
~R
1998 Annual Report
Ti tT~ e W a rng~bwth
WHAT DRIVES OUR
..
.. ...
· .... .riIE
...1:1;;..1: .
.V.r:, I!.'
. .. Ie c , I:
... "
..;,-
LII
,,,
............. .., ........... .............. ........... ... ........... ........... ................
. .... .... ................ ... .............. .....
Financial Highlights
Combined Revenues
(millions)
Combined EBITA(b)
(millions)
..,.........,....,......' ................,..............'..,
." .
Pto ~~~a(al
1997
1998
Pto ~~~(a)
1998 Combined Revenues(d)
$26,838 Million
Cable Networks 20%
............, ...........,......,..
Publishing 16%
Entertainment 45%
Cable 19%
These financial highlights of Time Warner and the Entertainment Group. substantially
all TWE. have been presented on a combIned basis, Such financial highlights should
be read ,in conjunctiQn with Management's Discussion and Analysis and Time Warner's
Consolidated Financial Statements appearing elsewhere herein. In such financial
. . . . . . . . . , . . , , . statements. Time Warner does not consolidate the Entertainment Group,
(a) Pro forma results for 1996 give effect to the acquisition of Turner Broadcasting
System, Inc" as if it occurred at the beginning of the period.
(b) Includes net pretax gains of approximately $108 million in 1998 and $212 million
in 1997 related to the sale or exchange of certain cable television systems.
(e) Includes net debt, Series M preferred stock, preferred securities of subsidiaries
and borrowings against future stock option proceeds.
(d) Percentages calculated before intercompany eliminations.
illililS
IJ
g
.. .. .. .. ,.. . .. ..
..
..
..
;;.. . . ~f':;...
.... .li:1' ,
~.f;I!:i!!t; S! 1Il...
;1 Ii III
I!i
IlICIS .
I!
Cr:;1!;
Q1-96
Q2-96
Q3-96
Combined Capitalization
(millions, as of December 31)
$104,270
EIt7m
ii.
1996 1997 1998
~.". Net Debt & Other(c) . Market Equity Ca:.:;. zetion
1997
1998
1998 Combined EBITA(d)
$4,462 Million
Cable Networks 26%
oJ.
,~ E"t~::::~::t :::
I Cable(bl 37%
Caution Concerning Forward'Looking Statements-This Annua. =(e;.1ort includes
certain .forward-looking statements. within the meaning of the ? .ate Securities
Litigation Reform Act of 1995. These statements are based on -anagement's
current expectations and are naturally subject to uncertainty ar'l~ :nanges in
circumstances. Actual results may vary materially' from the expe::a~ions containec
herein due to changes 10 economic, business. competitive, teer,r-:- ogieal and/or
regulatory factors. More detailed Information about those factor: s set forth in t~-=
financial statements on page 33. Time Warner is under no oblle;.::>n to (and e)l~'-=:: "
disclaims any such obligation to) update or alter its forward-lac;" ...:! statements .'. - -=-:--:-.
as a result of new Information. lut'Jre events or otherwise,
.
C"
!1
III I:i
G5 .
.
....
1111 III
.
. "
a-..
ille<
.
.
...
. " ~.
.. ' ~'. Iii
" ~.~: ~:It r:J
II II
.
111
.
IBI'
~
BIJII:I
Q4-96
Q1-97
Q2-97
-.
..
..
..
.............................................................................................................................. ......3.... .$SO_
.
Time Warner
1998 Annual Report
.
..
..
..
. .1,
..~
..
..
.".
. . -
.............................................................................,........................................,....~.. ............ .$50_
. .
. .,
~ .
.
..
.
...
...
..
..
.
.
.
-..
...
. ,,;;..
.. ~. .
.11:
. ..
.
. Ii II.
..,.,., ., ., , ,..".."...., '..,., ,,'., , ,........." ,...,....,.................'........ "".", , ., ..,.,..,.................... , , . , , , . . ,
... . .
..~..... .
. a. ,,,....
.. . ...r:
.... Ci ..~'..
. ..Ii. - "
..1::. .
II :i EI
.
.
.
. . .
. .
. .
II .
".$40_
.~
.
.. .
~.
~
"
. .
l........."..,."......" ..iii;.'... ..:'..~... :..,....."...,..,."'...........,..,."'"
. . . . . . . ,,"
...111:... _
.-.11 ..11
. . . . ,- II R
. ...
.il.
E
.........-......... ..................
, ,$30.-__
I.
I · .
. ..
AND HOW ,"W",' " sustained.
............. .......... ...... ......... ........ ................................. ........ .... .................................. ..,...
OVER THE LAST THREE YEARS, A PERIOD IN WHICH THE OVERALL MARKET ROSE SHARPLY,
TIME WARNER ACHIEVED AN INCREASE NEARLY TWICE THAT OF THE S&P 500. OUR ABILITY TO DELIVER
SUSTAINABLE GROWTH AND OFFER SUPERIOR RETURNS TO OUR SHAREHOLDERS IS BUILT ON
,.. ,$20.
THE COMPETITIVE LEADERSHIP OF OUR WORLD-CLASS INFORMATION AND ENTERTAINMENT BRANDS
AND ON A FOCUSED COMMITMENT TO OUR LONG-RANGE FINANCIAL PLAN.
Q3-97
Q4-97
Q1-98
Q2-98
Q3-98
Q4-98
Gerald M. Levin
Chairman and
Chief Executive Officer
"Our commitment will always be
to generate sustainable growth."
2 TIME WARNER INC 199B ANNUAL RFPORT
Letter to
Shareholders
I
I
I
I
I
I
,
I
I
r
I
I
/"
I
Dear Shareholders:
As the graph on the inside cover makes clear, our
investments in building Time Warner's integrated array
of brands are delivering a dynamic return. In 1998
our share price doubled, a gain close to four times the
S&P's. Obviously, no company can replicate a perfor-
mance like that every year, and in a down market even
. ,the best of the blue chips can get battered. Yet despite
inevitable economic dips and market volatility, our
commitment will always be to generate sustainable
growth and accelerate our return on invested capital.
Measured by the most reliable benchmark of all-
operating performance-1998 was the best year in
Time Warner's history. Results for our businesses were
outstanding. Cable Networks, Publishing, Filmed
Entertainment and Cable Systems set new operating
records. Music had the turnaround year we expected
and is back on its growth trajectory. Time Warner's
TIMf WARNER INC 1998 ANNUAL REPORT 3
In 199B we reached a
key financial goal that
we set for ourselves:
solid investment-grade
status.
The momentum of our
businesses is built. in
part. on our success in
turning trends into
engines of growth,
combined operating income before amortization
(EBITA) increased a solid 14 percent on a pro
forma basis.
Along with posting strong growth, we kept
a lid on both fixed capital and production
spending. We also extended our cost-reduction
program to more than $600 million in annual
savings, which we expect to rise to $800 million
by the end of 1999. The resulting increase
in free cash flow enabled us to strengthen our
balance sheet and thus reach a key financial
goal we set for ourselves in 1998: solid invest-
ment-grade status. This significant milestone,
which we are determined to preserve, is the
necessary preface to the next phase of our
financial plan, We will use our growing free cash
flow to buy back stock and make further strategic
investments that leverage our assets Into new
opportunities for growth,
.. I' .
\,-i:I(,\ 1l1U
~Ll~t~lil1~lhk Cin)\\th
In the pages following this Letter, you'll see
highlighted three trends - demographics,
globalization and technology-that increasingly
dnve our performance. While their impetus to
future growth can be stunning, it's Important
to remember that trends don't guarantee results.
Their impact will be realized only by those
4 i:~P: V'/,1.RNER If'J( 'l?')':! AN~.jUAl RE~ORT
enterprises with the talent and imagination
necessary to stay ahead of the curve. anticipating
change Instead of merely reacting to It. Our
ability to understand our audiences, locally as
well as globally, and to reach them through
virtually every medium with brands that set
the quality standards in news, information and
entertainment, means we are able to utilize
these trends to propel Time Warner's
com petitive leadership.
The momentum of our businesses is built In
part on Time Warner's mastery of what it takes
to onginate brands that turn trends into englrtes
of growth. In the case of our vice chairman, Ted
Turner, his gift for spotting trends and then get-
ting there first with distinctive businesses has
helped revolutionize global media. More than
twenty-five years ago a handful of pioneers-
Ted prominent among them -perceived that
cable offered a way of meeting a generational
desire for more and better choices in program-
ming, Out of that perception has come Time
Warner's galaxy of cable networks, including
CNN, TBS Superstation, TNT, Cartoon Network,
Turner Classic Movies, HBO and Cinemax.
The shift of viewers from broadcast to cable
that began two decades ago has passed the,
point of no return. With the exception of the
impressive feat by Time Warner's broadcast net-
work, The WB, in creating its own demographiC
niche, every broadcast network experienced a
decline in viewership in 1998. Time Warner's
Cable Networks are the biggest beneficiary of
this historic change. Their success in building
new audiences will continue to depend on the
diversity and quality of their programming. Time
Warner's libraries of 5,700 films-including
a growing number of hits from Warner Bros.
and New Line-the 13,500 animation
titles, including those from Looney Tunes,
Hanna-Barbera and DCComics, and 32,000
television titles are an unmatched source of
such content.
Our lineup of leading television .brands in
news and entertainment currently garners a
quarter of the cable industry's advertising share.
Overall, the steady and continuing rise in cable
viewers is beginning to be reflected in a redistri-
bution of advertising dollars, but there is still a
considerable gap. Basic cable has almost half
of television's audience yet less than 30 per-
cent of its advertising revenues. As advertisers
increasingly turn to cable to reach the audi-
ences they seek, the disparity will narrow. We
fully expect to win a substantial piece of this
multi-billion-dollar advertising shift.
In pay television, the primary position of
Home Box Office is built on its programming and
marketing prowess and use of new technology,
HBO remade the television universe almost
twenty-five years ago with satellite distribution
of cable programming. Now, HBO and Cinemax
are driving subscriber growth through multiplex-
ing, using expanded channel capacity to offer
10 channels targeted to selected demographic
segments of their audiences, and through
HBO's distinctive brand of original programming.
Widely acclaimed hit series like The Sopranos,
as well as the upcoming miniseries Band of
Brothers-executive produced by Tom Hanks
and Steven Spielberg-leave no doubt about
HBO's leadership.
Time Inc. is in a publishing class by itself.
What sets Time Inc. apart isn't merely its size-
o it's bigger than the next two largest magazine
publishers combined - but its entrepreneurial
inventiveness. In addition to weeklies like
People, Time and Sports Illustrated, which
the Publishers Information Bureau ranked as
the industry's 1998 top revenue leaders, ours
is the only publishing company to have
launched nine major magazines in the past
decade. These include Entertainment Weekly
and In Style, as well as Teen People and
People en Espanol, which immediately clicked
with the demographic groups to which they
are directed. Time Inc:s extraordinary ability to
marry journalistic excellence with an exquisite
sense of readers' desires remains the basis of
sustainable double-digit growth.
Multiplexing and
expanded channel
capacity are allowing
HBO to target selected
demographic segrl,ents.
Time Inc:s entrepre-
neurial inventiveness
has produced nine
major new magazines
in the past decade,
TIME Wt>..f~NEP :r--.;( 1~"6 .,\J....'.\l "P ",:1,: 5
An important ingredient
in producing predictable
growth is Warner Bros.'
decade-long reign as
the leading supplier of
primetime television
programming.
The use of the Internet
by our music labels
promises to be as far-
reaching a marketing
tool as radio and music
television.
Warner Bros: record year was a testament
to its status as an integrated global entertain-
ment company. Notable worldwide hits like
Lethal Weapon 4 and You've Got Mail, however,
couldn't bring overall box-office results up
to that of past years. On the cost side, Warner
Bros. is reducing its financial exposure by
increasing the number of joint-ventured films.
A key ingredient in producing predictable
growth is Warner Bros: decade-long reign as
the leading supplier of primetime television pro-
gramming. Following the successful syndication
of ER and Friends, The Drew Carey Show will go
into the pipeline this year and should also be
among the top syndicated shows.
Technology, in the form of DVD, is providing
another stimulus to growth. Warner Home
Video's 1998 sales of DVDs accounted for more
than 10 percent of its gross domestic sales. With
over 1.5 million DVD players shipped by manu-
facturers, putting the DVD way in front of where
the CD and VCR were at this stage of their
introduction, the growth from the digital resale
of our film libraries is poised to take off,
The star power of Warner Music Group's
roster of performing artists was preeminently
displayed in 1998, with hit releases from
Madonna, Jewel, Alanis Morissette, Barenaked
Ladies and Brandy. Combined with the overall
recovery of domestic music sales, where our
6 TIME WARNER INC, 1998 ANNUAL REPORT
share remained at about 20 percent, the sched-
ule of 1999 releases-Eric Clapton, Enya,
Paula Cole, Third Eye Blind, Luis Miguel, Faith
Hill and Red Hot Chili Peppers among them-
should continue the Group's improved perfor-
mance. Longer term, the use of the Internet by
our labels to promote and market their artists
promises to be as far-reaching a marketing tool
as radio and music television. Warner Music '
International's expanding number of local
artists-currently more than 1,OOO-points to
the opportunities we have for substantially
enhancing growth outside the U.S.
As the recent investments by Silicon
Valley and the acquisition of TCI by AT&T have
helped spotlight, the cable industry sits astride
the strategic center of the digital revolution,
It will playa major role in making interactivity
an indispensable part of people's lives. Time
Warner Cable's double-digit growth, however, is
a present-day fact, not a future projection. Its
record results for 1998 were due largely to the
solid fundamentals of the basic business. As a
result of the rebuild of our cable infrastructure,
scheduled to be 85 percent complete by the
end of 1999 and finished by the end of 2000,
our effectively clustered systems are the
industry's most technologically advanced,
Richard J. Bressler
Executive Vice President
and Chief Financial Officer
R.E. Turner
Vice Chairman
Gerald M. Levin
Chairman and
Chief Executive Officer
Richard D. Parsons
President
"For Time Warner, there is an
inseparable link between our values
and the value creation we offer
our shareholders ."
TI~E WARNER INC '998 ;'~JNUAl RF:>ORT 7
Cable's elegant
embrace of the digital
realm gives us full
access to the revolu-
tionary possibilities
of the Internet-portals.
high-speed delivery
and e-eommerce.
Everything we do calls
In the imaginative.
ntellec:tual and entre-
:lreneurial talents of the
people who work here.
The installation of coaxial/fiber-optic architec-
ture makes possible far more reliable service,
expanded channel capacity and added pay per
view. With a cable modem, it creates a whole
new business-Road Runner, our jointly owned
high-speed online service. Including our part-
ners' systems, Road Runner had over 180,000
subscribers at the end of 1998 and will roll
out in another ten cities in 1999.
This year, the next generation of digital set-
top technology-which we have been testing in
our Austin, Texas, cable system-will be available
,in another 20 systems. By more than, doubling the
number of channels and offering new on-demand
opportunities, these digital boxes will generate a
steady source of incremental cash flow.
One indication of the benefits our rebuild
is delivering is our initiative with AT&T. Without
additional investment by Time Warner, and
on top of up-front and per-subscriber payments
by AT&T, we are putting in place a Joint venture
that will allow us to share in the results of
Introducing real competition into the local phone
business. The partnering of Time Warner with
AT&T is a notable step toward bringing the full
benefits of broadband technology to America's
homes and businesses, The biggest winner of
all will be the consumer.
8 iL\1E WARNER INC '998 ANNUAL RE?QRT
Combined with Time Warner's position as
the world's premier programmer and direct
marketer, Cable's elegant embrace of the digital
realm gives us-as it gives no other media
company-full access to the revolutionary possi-
bilities of the Internet. Whether it's high-speed
delivery through our broadband cable architec-
ture, or the portals and myriad Web sites our
businesses have in place, or the direct-marketing
infrastructure we bring to e-commerce. Time
Warner is optimally positioned in every phase of
what has already emerged as the formative com-
munications paradigm of the 21 st century.
Values and
Value Creation
Our businesses are intimately interwoven
with the human mind and heart. Everything we
do calls on the imaginative. intellectual and
entrepreneunal talents of the people who work
here, More than any other asset, it is their role
as journalists and storytellers, their Integrity and
artistry, their insight and innovation -their
passionate commitment to whatever they do-
that is the reason we enjoy a reputation
as the world's most trusted source of news and
information, and why audiences around the
globe turn to us for the best in entertainment.
The Job of attracting and nurturing the
women and men who are directly responsible
for the day-in, day-out success of our brands,
whose sense of mutual respect and teamwork
underlies our future growth, can't be done in
a vacuum, We have to be clear about the values
that make us who we are and define what we
do. These values aren't about feeling good.
They're about performing well. For Time Warner,
there is an inseparable link between our values
and the value creation we offer our shareholders,
In 1998, we established a Values and
Human Development COmmittee of the Board
to begin the process of examining those values
that are shared throughout our company and
that must guide the behavior and expectations
of all of us. For this initiative to have a lasting
impact as well as for the values we identify to
be part of the everyday conduct of our business,
people throughout the company must know that
their views are both welcomed and desired.
To this end, an energetic, diverse working group
has opened a cross-divisional discussion that,
through electronic forums and face-to-face
meetings, will be made as inclusive as possible,
Henry Luce, the co-creator of Time and
one of the progenitors of Time Warner, wrote
that our company was an enterprise formed "in
the public interest as well as the interests of
shareholders," Luce believed that in the commit-
ment to brrng the public a degree of reliability
and quality beyond anything competitors
could offer, he was forging a bond that would
enhance the reputation and worth of the entire
company, That bond of trust is as important
now as ever, Indeed, it has always reached
beyond the traditional boundaries of business
to a range of educational and community
projects that has become so extensive we issue
a special biennial Community Responsibility
Report to catalogue all that's Involved, (Due
out in May. it will be available in hard copy and
electronically at www.timewarner.com)
Creating shareholder value will always
be about more than keeping score or staying
ahead of the competition, That was brought
home to me once again at last year's annual
meeting at the CNN Center in Atlanta, A
shareholder expressed in very personal terms
the heightened opportunities for education
and enjoyment that the rise in our stock price
has provided her family. As gratifying as that
was to hear, it was also a reminder of our
unchanging responsibility to live by the basic
values, make the material investments and
take the creative risks that will enable us
to generate sustainable growth far into the next
millennium. I'm more confident than ever that
we will meet this responsibility and be tomorrow
what we are today: the world's leading media
and entertainment company.
M ffj
~,'
Gerald M. Levin
Chairman and
Chief Executive Officer
March 9, 1999
We have to be clear
about the values that
make us who we are
and define what we do,
"
Our unchanging
responsibility is to live
by our basic values,
make the investments
and take the risks that
can generate sustain-
able growth for years
to come,
TIME WAR;\.jER II\iC !99d ':""J!\;L''':''l. qE::>~'~: 9
"I want to grow...
DRIVING THE GROWTH OF GLOBAL MEDIA IS THE SHARED AND INSATIABLE HUMAN DESIRE
TO BE INFORMED AND ENTERTAINED. AS WE APPROACH THE '-1ST CENTURY, THREE POWERFUL
TRENDS ARE GENERATING EXCITING NEW OPPORTUNITIES TO SERVE AND INTENSIFY
THIS DESIRE. DEMOGRAPHIC SHIFTS HAVE CREATED SIGNIFICANT AUDIENCE SEGMENTS ALL OVER
THE WORLD WITH UNIQUE TASTES AND INTERESTS. AND THE ECONO'ilfic,CLOUT TO GET WHAT
.. ~ '..~.
THEY WANT. GLOBALIZATION IS MAKING THE WORLD BOTH SMALL~R AND M~RE DIVERSE, WITH
THE DEMAND FOR BOTH INTERNATIONAL AND LOCAL CONTENT INTENSIFYING AS INCOME LEVELS RISE
WORLDWIDE. TECHNOLOGY HAS TURNED THE DIGITAL AGE FROM PROPHECY TO REALITY,
ACCELERATING CONSUMERS' ABILITIES TO GET WHAT THEY WANT WHEN THEY WANT .IT. WITH ITS
EXCEPTIONAL TALENT FOR BOTH TRENDSETTING ANDTRENDSPOTTING, TIME WARNER WILL GROW BY
CONTINUALLY GENERATING NEW PRODUCTS AND SERVICES TO MEET THESE CHANGING DEMANDS.
"~~,
Industry Trends
Driving Growth
D(,II:~'~ r~lph i\..'-..,. THE SIGNIFICANCE OF POPULATION GROWTH GOES BEYOND THE
INCREASING NUMBER OF PEOPLE IN THE WORLD. WITHIN THE MASS AUDIENCE FOR INFORMATION
AND ENTERTAINMENT. THERE ARE NEWAND ECONOMICALLY IMPORTANT CONSUMER
SEGMENTS DEFINED BY FACTORS SUCH AS ETHNICITY AND AGE, THE DEMAND FOR QUALITY
PRODUCTS THAT APPEAL TO THE INTERESTS AND IMAGINATIONS OF THESE DEMOGRAPHIC GROUPS
IS EXPLOSIVE, IN PRINT AND PROGRAMMING ALIKE. TIME WARNER HAS TAKEN THE LEAD
IN SERVING THESE CONSUMERS,
f;'
~
ii
i1
It
!.:f,
t1
~~:
If
~
i?
'"
~
w
~
"
<
:>
u
Z
~
r
<Ii
:j
u
~
'"
'"
~
~
~
"
o
~
o
z
<
"
g
:>
:;
z
"
x
u
"
~
::l
"
w
"
<
~
.
"
~
"
"
OIl
'"
"
'"
~
u
'"
:j
n
C/)
~
Q)
E
o
o
(D
. .,:
~.;..~."'~... ~
c~ l
lo.. .r ~~
~~
Industry Trend
Demographics
· The nation's 80 million Baby Boomers (ages
35-54) spend on average 26% more per year
for information and entertainment than other
age groups.'
· Now in their peak earning and spending years,
Baby Boomers form the largest population of
online users in the U.S.'
CNN's appointment viewing strategy,
which includes Larry King Live, helped
drive gains in audience delivery of
Boomers. Online extensions like CNN
Interactive, CNN/Sports Illustrated
and CNNfn allow CNN to connect to
Boomers via the Internet
"I want what I want
K
~
:>
<
8
:>
<Ii
~
3
'"
'"
o
OIl
S
~
o
"
~
"
"
Cl
'"
:j
N
'"
u
:i
~
~
'"
o
'"
S
~
o
"
~
'"
"
'"
'"
"
:j
~
'"
"
'"
'"
"
'"
~
u
'"
"
CJ)
c
(])
~
. . .
,~~
,~~~'?
'.- .~..
~., ..... ,
::: \~ ff... i' ~
~~'<i'. ~
q; '....~ c.
..".,.'~"
~ ...~.,.j'
l...... v fj:\-
· Larger than ever and growing twice as
fast as the U.S. population, the U.S. teen
segment is expected to grow 13% to
34 million by 2010. Marketers increasingly
recognize the power of this demographic.>
· Teens earned about $120 billion in 1998,
up 8% over 1997, but exert far more
power on overall spending decisions.
Teens' combined direct spending and
spending influence is greater than
$400 billion annually.'
(f)
()
c
CO
0..
(f)
I
With programming aimed at teen
and young-adult audiences. The
WB nearly doubled its 1998 pre-
season advertising commitments
over the previous year and became
the only bro<ld~,lst network to
rcgi5tcr primctirnc ratings g:Jins.
People en Espanol became
America's number-one Spanish.
language magazine within a year
of its debut in 1996, another
successful Time Inc. brand
extension.
· The Hispanic population is projected to
grow 24% to 36 million in 2005, making it
the largest ethnic minority group in the U.S.>
· The median age of Hispanics is 10 years
younger than that of non-Hispanics.>
· Hispanics maintain strong ties b their
heritage. About two-thirds of all Latinos
living in the U.S. speak more Spanish in
the home than English."
TIME W.\RNER INC 1~198 ^:\JNur,L REPORT 13
....-.....#'~i"
'lot;,
14 TjME WARNER INC ;998 ANNUAL REPORT
'"
:0
c
~
'"
~
z
on
w
U
~
:i
~
~.
~
'"
~
"
>
'"
z
;,
<:
z
"
:>
:>
c
u
~
:;
'>
~
~
'"
I" J. ~", T 'I
G'CJt)i1112dt (llr
"I want it all.
~
'"
:;:
"
"
~
i
<
~
"
"
z
~
~
"
z
"
<:
"
~
~
5
~
z
~
~
.
z
<
"
<
~
5
~
n
<
E
~
2:
z
"
N
.'('\
,J ~
_-..J
....;
,.,)
, .".......
",':I.. I
"".-/
'.. - ~
~... ..' J.' .
~ ~;.-- .\
~~ C~:fRL)o8"
i:lEow8R[:J , .~
~;~ ~~ ,:i
:/,:...... ~ - .I\.
(7) # /"....
( - ,,' .I
_oJ
.> .-'
,;... "
"'..--
.--
-../ ......
-- ....)
.I'~ ~
'V
.-,
· Multi-channel television subscribers
outside the U.S. are expected to grow
47% to 277 million by 2002, generating
revenues of about $70 billion.'
· Digital television subscribers in Europe
are expected to more than quadruple
from 3.7 million in 1998 to more than
16.2 million in 2005.>
::'" ~ 993 r~(ner .:o"'":t:~.JeiJ lO
~~._;~(:..... ':)cd...:c:d 1~0ds of Its
~~'~.~r::~,,,.~c"! "';t:!'oVorl<.s '."Il~h'n
"eg:'.)ns ~f 80th E~.",.op~ d"'d !.S13
'7"'~;":'C:'" "':0 II ;:"0': .....>.:~ ~;5 :JC2.~:z~d
:€''''"i:'':-'''S of :~s c~~e":.:?:i"/"T"en!
't.::Ii'::':'~S .)...i.s.ue :~e J S
Nations outside the U.S. collectively
spent $226 billion in 1997 on film. mUSIC.
teleVISion and print advertiSing. outpacing
U.S. spending of $165 billion.'
~ International media spending IS forecast
to grow 44% to $325 billion by 2002.
a faster rate than expected in the U.S.'
· Global multi-channel television advertising
and subscription revenues are projected
to grow 92% over 1997 to $136 billion
by 2002.'
. ~ - ..
.., '!"~"""-':'~"".""."'---
",:"".-(; };'3.'~-2" =. ...-;...."j.....:;e
; '''''> ..:.... .=:":. .'i':-"'': ,,~"':::"Z::-::::
.... "::" ..... ......:,. ......
.
.
Frenc!"l '~DCC~ ~..!C S'");ila~ .... ..~0
re'::.~ds ~'::.. 'Sari'C:~ ~} _,';,1;
l:--:tCl"nat 0r.d~'., .~C(;I -::j,=,,~ :J'~'''::': =:".~~,
.:; -)r',c Sf F",Jr':.:.~ ;"'1 '.;:0C:"-;~ f,I:: ,'"J;:--
~IS i3te~: ,ll:::..;:~ .',;!;)
:~ ~ - ~: .
;i~;;el ,)'" tM':": ;.:P~_.:... - -. ~".~
-u
C\) C
U CU
-3 E
Q)
o
. Local tastes are a growing influence
in the music industry, with worldwide
sales of local repertoire growing
33% from 1991 to 1997'
· Local artists generate more than half
of all recorded music sales in many
countries outside of the U.S.'
TIME WARNER :NC 199B ANI'.U.'l REPORT 15
Industry Trend:
Technology
Technology: THE WORLD HAS ENTERED THE DIGITAL AGE. THE INTERNET
IS ALREADY CHANGING THE WAY PEOPLE WORK, SPEND AND COMMUNICATE. NEW CHANNEL
CAPACITY. CABLE TELEPHONY, VIDEO ON DEMAND AND THE DVD
ARE ALL MADE POSSIBLE BY THE SPREAD OF FIBER,OPTlC CABLE AND DIGITAL TECHNOLOGY.
THESE TECHNOLOGICAL ADVANCES ARE EXPANDING CONSUMERS' CHOICES
IN DRAMATIC WAYS. WITH A COMBINATION OF THE COUNTRY'S MOST TECHNOLOGICALLY
ADVANCE~ CABLE SYSTEMS AND IMMENSE PROGRAMMING OUTPUT,
TIME WARNER POSSESSES A UNIQUE CAPABILITY TO DELIVER THE SERVICES AND
CONTENT CONSUMERS WANT THE MOST.
'6 TIME \':':'::;:~",ER INC 199B .:.t~NUAL REPOR:;
(l)
..Q
co
o
()
. The U.S. cable :1dustry's multl-billion-
aollar upgrade will bring an array of new
and enhanced video. data and voice
offerings to consumers. Approximately
400/0 of U.S, cable subscribers are served
by systems with 750 MHz capacity. up
from 280'0 !n 1996 and expected to
grO'N :0 more than 600/c oy 2002.'
· Consumer spending on U.S. cable
services IS expected to grow 55% over
1997 to $40.3 billion In 2002.' Spending
on cable modem services is expected
to soar from $96 million in 1997 to
$5 billion in 2002.'
......
0...
o
I
l....
(l)
..Q
I.L
HB8
THE WORK5~
H BO has increased its
commitment to multiplexing
to take advantage of
cable's expanded digital
channel capacity. By May
1999, the network will offer
10 distinctly branded H BO
and Cinemax channels.
DVD
-........-
TM
~,~','
~"1 '
\
Ii, .,
~ ,-
~ ~ ~.
. /
I
~.~
r '~.
" '-
In 1998 Warner Home Video's
DVD wholesale domestic gross
sales more than doubled over
1997 and represented more than
10010 of those sales for the year.
c
o
+-'
ctS
N
· FollOWing Moore's Law (costs
halving every 18 months), the
economics of digital technology
are becoming compelling. As
cable operators are able to store
and deliver a vast inventory of
movies at reasonable costs. video
on demand will become a reality.
. With more than 1.5 million DVD
players shipped by manufacturers,
the launch of DVD is significantly
more successful than that of the
CD or VCR at a comparable stage.
0)
o
+-'
"I ·
. want It now...
· The Internet is the fastest-growing segment of the
media industry. with revenues projected to increase
from $9 billion in 1997 to $56 billion in 2002.>
· The number of online users in the U.S. IS expected
to grow 84%, from 63 million in 1998 to 116 million
by 2002.>
· E-commerce revenues are expected to rise from
$7 billion in 1998 to more than $41 billion in 2002:
.......
Q)
C
~
Q)
.......
C
-
Road Runner. Time Warner's jointly
owned high-speed online service,
reached 180,000 customers at
year end, delivering data to com-
puters via fiber-optic cable and
cable modem at speeds more than
a hundred times faster than tele-
phone dial-up services.
:I~~E WARNER Ir-.;C :993 ~~r.;;':'L '?E~o:.:r '7
"
want.
. .
what I know, what I trust, what I value."
IN A CLUTTERED WORLD WHERE MORE MEDIA DELIVERS MORE CHOICES TO MORE
AUDIENCES THAN EVER BEFORE IN HISTORY, CONSUMERS INCREASINGLY
TURN TO WHAT'S BEST, WHAT'S RECOGNIZABLE, WHAT'S FAMILIAR, WHAT'S TRUSTED...
the brands of Time Warner.
HBe
fNe,
RiJie
.
Entertainment
~
.B.lI:J BOOK-OF-THE-MONTH TIME
MIC nUB,INC.
Sunset
cinee
,.... ".II'..leor of .....'111'... 11>'10'1
.....:Q.......
J;.1....~I;r.
HBct
Money
~~
[JIfi
'111'.1...
. I 1 . 0 . .
~ ~ <aNN Sports
Illustrated
CMlV1 . ~ TIME WARNER Rood
CABLE Runner
interactive HighSpt!edOnline
"
~
~
~
CMfrt.-
the fi'nancial network
SIRE
~
y
a
BIHl:f
111111111/11
m
OlNHeadline
NfMIS
tl:: , !oil J ;1 :1; ,~..
eastwest records
WARNER MUSIC
INTERNATIONAL
Ji.(r
FORTUNE
VIGVI
~=:*
~~
e
.
~~?
~
NEW LI NEe I '" E" A
-
THE SPO_TS NEWS NETWO_.
;
InStyle
~~F.
~.'~
'\~~;
Elektra
l1M( W/,RNER I:.~: :S<9t-l /'.":'\..',. :._ ~:::~~;:"i 19
Time Warner's Cable Networks group
is home to many of the most '.':.Iu-
able franchises in television news
and entertainment, including CNN.
the world's foremost news brand;
HBO and Cinemax, the nation's two
leading premium cable networks;
and many of the best-known brands
in television entertainment, including
TBS Superstation, TNT, Cartoon
Network and Turner Classic Movies.
Turner Entertainment
Networks
CNN News Group
Home Box Office
New Line Cinema
Turner Entertainment Networks
With a steady supply of quality pro-
gramming provided by Warner Bros.,
New Line Cinema, Castle Rock
Entertainment, the vast Time Warner
film and animation libraries, and other
leading suppliers, Time Warner's basic-
cable entertainment networks gener-
ated strong growth in subscription and
advertising revenues. The superior pro-
gramming is attracting an increasing
share of television viewers from broad-
cast networks to cable and driving
greater distribution of the Turner enter-
tainment networks.
The Turner entertainment networks
are leaders in virtually all key demo-
graphic segments, TBS Superstation,
which converted to a copyright-paid
basic-cable channel in 1998, is
watched by more people than any
cable network and leads the total-day
delivery of adult demographic audiences.
TNT, basic-cable's leader in primetime
delivery of key adult demographics,
reached a distribution milestone in
1998- ,75 percent of U.S. television
homes-'just 10 years after its launch
and sooner than any cable network in
history, TNT joins CNN and TBS
Superstation as three of only six basic-
cable networks to have achieved this
level of distribution.
Turner's strategy of aggressively
acquiring broadcast network premiere
rights to contemporary motion pictures
for deb:Jt on TBS Superstation and
TNT continued to prove successful in
1998. TBS Superstation's world
broadcast premiere of The American
President delivered the largest audience
Cable Networks
(Top row, frofn left) Cilrt(iOn N(:~wo:,k'~~ neVi original series.
The Po\'/erpuff Girls has bee" th" network's highest'rated
primetime series since its premiere in November 1998.
HBO's new series. The Sopranos. starring James Gandolfini.
is a drama about a mob boss in the midst of a midlife crisis.
CNN's Christiane Amanpour is one of the world's most
renowned television news correspondents.
(Bottom rolY. from left) Lost in Space, based on the popular
television series. was one of four New Line Cinema movies
ranked among 1998's 26 highest'grossing films at the
domestic box office.
Halle Berry stars in Dorothy Dandridge, H BO's biopic to be
released in 1999, about the life and tragic early death of the
legendary actress.
Undefeated welterweight champion Oscar De La Hoya is
one of the top boxers to appear on HBO.
In addition to fashioning a new on'air look for the network.
CNI>J/U.S:s newsroom and studio renovation features"
significant upgrade in technology.
20 liME WARNER INC. 1998 ANNUAL Rf:.PORT
of 3r/ :~ea~r-c.3.' r,-'Q,te -r, ::as.c-:a.c::o
h1stor:". In 1998 TBS SuOers~2"O;, "r,C
TNT acquired tre broadcas: r,gl'1\S :0
such titles as Warner Bros.' YOt-', e Gc:
Mall anc L.A. CO!1fldenr:ai, Ne:, L ne
Cir:en~a'5 The i./ecJdrng S""'~7e" ?...,c
Pie:.=Isar;~~ ','e. 3.<: :ie!; as ':::;1"''':': :)f'=-=>....cec
by OThereac.rd~ SL;pplle's. rc.,;cr'9 ..-IS
Good As It Ge;s ard T"e .\task 0;' Zarro.
The fast-growing Cartoon Network.
which passed the 50-million mark In
U.S. subscribers In 1998. IS seen In a
regionalized form In more than 70 mil-
lion homes in 120 countries outside
the U.S. For the year. Cartoon Network
was the second-highest-rated ad-sup-
ported cable network in the U.S. among
kids ages 2 to 11.
Turner ClassIc MOVies (TCM) grew
its household distribution by nearly
:,:j ::e',::er'L ;"" '998 :lr:c r"C,;, :"e3..:....-=,~
-r:::'e than 30 m,'I;on U.S. suoscrloerS.
Fey :r,e !h,re COnSeClJ'ive :iear, a berch-
~~ar" Sur'/e', of caole ooerators placed
rCM a: the top clts ':S1 01 mOSt-
tjes;rec ~e'/, re:":Jcrks.
Interr,a:,Onal operatIons plav a'!
nlcortaf': 'ole :1'1 !he success of the
Turner entertainment net':/Qrks. In 1998
the company continued to launch
localized feeds of ItS entertainment
networks within regions of both Europe
and ASia. Turner now oroduces 15
localized versions of Its entertainment
networks In countries outSide the U,S.
Turner entertainment networks' more
than 10 World Wide Web sites comple-
ment network programs and offer
cr,glnal content exclUSive to the Web,
v\/:~ r:ear". ~,~e :.
'. r' .~.=.,........ ..:.
'... .... '- . "-' -
:ide r.a..,ng access ::' ;; Ci\f\ 3,"', ':-2,
CNN cor: r'wes '.J -=, care :3 -~"':.:. '-e,~
~r3.r'1cn!se. B...-icir.g -Jr'. ~S 3':'''0 "02::'_. :2.-
~ 0'" ":or 'ie'S ne';,;s cc'.e"'~ge. C0ji'~ s
rrla.\(:~: Z!:1g gro.\'t!"\ OPPOqi.Jrllt!es :J.
adding eXCiting "e':. programmlngn
the U.S.. expal"o;ng 'nto l"e':J 'egions
Internationally and deleloPlng ne'N
digital and interactive news platfOrms.
U.S. cable teleVISion 'Jlewers ol"ce
again made CN N their news ne','iork
of chOice In 1998. The network oosted
househOld delivery Increases of 20 per-
cent In total day and 21 percenl In
prime time, With more than 75 ",,:i,o"
subscribers in the U.S.. CNN s tre
number-one-distrlbuted 'le.vs :~et':.o'i<:.
followed by CNN Headline Ne':.s.
Nhicn passed ~he 70-mdllon-SUDscrlber
mark in 1998-the fourth Turner net-
work (after CN N, TBS Supersiatlon
and TNT) to do so.
Beyond its unmatcheo coverage
of breaking news. CNN's s~rategy to
create regularly schee Jiec signature
programming, documentaries and ne'lVs
specials that drive appointment viewing
is expected both to contnbute to the
growth of the network and to broaden
its demographic base. In 1998 CNN
launched NewsStand. a weekly pro.
gramming franchise combining the
journalistic strengths of CNN with Time
Inc:s Time. Fortune and Entertainment
Weekly. CNN also premiered Cold War,
a landmark, 24-hour documentary
series featuring commentary from more
than 500 eyewitnesses who either
helped shape Cold War policy or whose
lives were shaped by it.
CNN IS meeting the growing inter'
national demand for news programming
with a regionalization strategy that was
expanded in 1998 to include SIX news
and bUSiness programs produced
exciuslve!~/ for ASia from the network'::
Hong Kong bureau, and three new
OUSiness programs produced exclusively
for Europe. In 1999 CNN launched
CNN+, a 24-hour Spanish-language
news network. Jointly owned by Turner
and Sogecable, SA, for distnbutlon in
Spain and Andorra. CNN International
reaches 140 million televiSion house-
holds in 212 countries and terntories-
more viewers than all other cable news
services combined.
CNN Newsource's unmatched
network of broadcast affiliates climbed
to more than 580 in 1998-nearly
70 percent of all news-producing stations
,n the USlnC Caraca. it re'1"\al"S
the mostNldely syndicated aomestlc
teleVISion news,feea serVice.
The growth of new networks IS a'so
fueling the expansion of the CNN orard
worldWide. These crand extenSions
Inc!ude CNN/Sports Illustrated. the
24-hour sports'news network created
JOintly With the Time Inc. magazine:
CNNfn, the only cable net"'lork to
offer continuous prlmetlme bUSiness
news coverage; and CNN en Espana!.
the leading 24-hour Spanish-language
news network In Latin Amenca.
The launch of these three new net-
works on digital platforms, the upgrade
of CNN's newsroom and studiO In
Atlanta and CNN's increasing presence
on the World Wide Web are sure signs of
CNN's technological leadership, CNN's
Interactive services are the most viSited
22 TIME WARNER INC. 1998 ANNUAL REPORT
news and information sites on the Web,
with more than four billion pages viewed
by CNN users worldwide in 1998,
Home Box Office
Award-winning and popular programs
continue to attract new audienc~, to
Home Box Office, America's most
successful premium television network.
Its two 24-hour services-HBO and
Cinemax-grew to 34.6 million U.S.
subscribers at year end. H BO services
also reach nearly 11 million subscribers
in more than 40 countries in Latin
America, Asia and Central Europe.
The network's continuing growth is
a direct result of its powerful progldm-
ming that drives subscriber acquisition.
With the best blockbuster movies from
Hollywood and innovative original pro-
gramming, HBO is the highest-rated
cable service during the day and in
prime time. Cinemax, the second-high-
est-rated cable service, features more
than 1,600 movie titles a year-more
than any other pay service.
H BO's original programming attracts
the best talent in Hollywood. In 1998
HBO premiered the Emmy Award-
winning miniseries From the Earth to
the Moon, executive produced by Tom
Hanks, which drew more than"47 mil-
lion viewers during its six-week run.
The network's next miniseries project,
Band of Brothers, will be eXE:\,;utlve
produced by Hanks and Steven
Spielberg and is slated to air in 2000.
HBO's widely acclaimed series include
Sex and the City and Oz, and its newest
hit, The Sopranos.
HBO original movies, which have
won the best-movie Emmy' for the past
six years, explore topics as diverse as the
Vietnam War in A Bright Shining Lie, and
Frank Sinatra and his famous friends in
The Rat Pack. HBO's 1999 movies
include Lansky starring Richard Dreyfuss,
A Lesson Before Dying with Don
Cheadle, and Dorothy Dandridge featuring
Halle Berry. HBO also produces award-
winning documentaries, and its unparal-
leled lineup of fights makes it the leader
in professional boxing on television.
In 1998 HBO won 14 Primetime
Emmy Awards, more than any other
cable service, including best miniseries,
and best movie for Don King: Only in
America In 1999 HBO won five
Golden Globe Awards, more than any
other cable service, including best
miniseries, and best actor and best
actress in a movie made for television.
HBO also received three Academy
Award nominations.
In 1998 Home Box Office increased
its commitment to multiplexing to take
advantage of expanded digital channel
capacity. HBO now offers four channels
(Top row, from left) New Line Cinema's Rush Hour, starring
Chris Tucker and Jackie Chan, was among the 10 highest'gross'
ing movies of 1998 at the domestic box office ($141 million),
The Atlanta Braves. with star pitcher Tom Glavine, captured the
National League's Eastern Division crown in 1998.
(Bottom row, from left) The TNT Original film Purgatory, a
Western drama starring Sam Shepard. set viewerShip records as
the most,watched original movie in basic'cable history.
TBS Superstation's WCW Thunder, featuring wrestling superstar
Bill Goldberg, consistently ranked among the highest-rated
c"ble television programs of 1998.
Turner Classic Movies features themed film festivals. special star
salutes. engaging original documentaries and more than 350
movies each month. like the MGM classic On The Town.
designed to appeal to a variety of
viewing tastes: HBO, HBO Plus, HBO
Signature and HBO Family. Two addi-
tional channels, HBO Comedy and HBO
Zone, will launch in May 1999, With the
most extensive film inventory in pay tele-
vision, the network also offers four all-
movie channels: Cinemax, MoreMAX,
ActionMAX and ThrillerMAX. In addition,
HBO began high-definition television
(H DTV) service in March 1999.
New line Cinema
In 1998 New Line enjoyed the best
year in its history, registering all-time
records for domestic box-office
grosses and for video and television
sales, New Line's films refresh Time
Warner's libraries and provide valuable
programming for the company's cable
networks.
Contributing to New Line's out-
standing performance were four of the
year's 26 top-grossing films at the
domestic box office: Rush Hour, The
Wedding Singer. Blade and Lost In
Space. Rush Hour, which grossed
$141 million at the domestic box office
in 1998, set a new opening weekend
record for New Line. Three other New
Line films-Blade, Lost in Space and
Pleasantvi{{e-were the highest-gross-
ing films on their respective opening
box-office weekends.
TIME WAR;\=~ INC. 1998 ANNUAL REPORT 23
Time Inc. is the foremost creator of
publishing and information brands,
including many of America's most
successful magazines, best-selling
books, popular book clubs and
Interrlet sites. It is also a leading
direct marketer of books. music
and video.
Time Inc..
Powered by its diversified portfolio of
renowned brands and franchises, Time
Inc. posted another year'of strong
double-digit operating growth in 1998.
Employing its strategy of core product
investment and brand extension, Time
Inc. continued to achieve advertising
growth, generate circulation gains in
both subscriptions and newsstand sales,
and launch promising new businesses.
Advertising revenues. as measured
by the Publishers Information Bureau,
grew 9.6 percent at Time Inc:s con-
sumer magazines in 1998. outpacing
the industry. Time Inc. accounted for
21.1 percent of total advertising
revenues generated by consumer mag-
azines in the U,S, in 1998, with People,
Time and Sports Illustrated again tak-
ing the three top revenue spots, In
addition. Fortune. which had its fourth
consecutive record profit year in 1998,
advanced into the 10th position. Sports
Illustrated. which underwent a major
redesign, set another record for adver-
tising revenlle.
At the core of Timelnc:s success
is c; rich .tradition of journalistic integrity
dating back to Time magazine's found"
ing, Time celebrated its 75th anniver-
sary in 1998, a year in which the
magazine achieved solid gains in Circu-
lation and advertising revenue.
Time Inc:s strategy of extending its
well-established brands to a variety of
underserved audience segments has
contributed to significant growth.
Leading the way in 1998 was Teen
People, one of the most successful
magazine launches ever. After its first
year, Teen People's rate base had
grown 140 percent, to 1.2 million with
its February 1999 issue. Within the teen
Publishing
24 .,.;..~::. NARr,ER INC >g9a A:.JNU..1.L ;:?EPORT
category, Teen People also secured the
number-two position in both newsstand
sales and prestige beauty advertising. a
critical indicator of advertising vitality,
In Style. which evolved from the
People franchise. continues to carve
out a strong position in the fashion,
beauty and celebrity-lifestyle category.
In Style's rate base grew from 800,000
in 1997 to 1.1 million in January 1999.
Another brand extension, People en
Espanol. became America's number-
one Spanish-language magazine within
a year of its debut in 1996. Launched
as a quarterly, People en Espanol
increased to ten issues a year in 1998.
Fueled by advertising revenue and
rate base growth at Parenting maga-
zine, the Parenting Group had a record
year. It expanded its distribution chan-
nels by acquiring First Moments, Inc., a
leading sampling company targeting
new and expectant parents.
Entertainment Weekly on Campus,
an extension of Time Inc:s popular
III
..
-=w~
~""",""'~ .
'- .
-, . ...;- " . 0'
- -
. ,,- 0
. " - 0
------ - -
. . ~ - 0
weekly, has experienced strong growth
since its 1997 launch. One million
copies of the magazine are now distrib-
uted in 100 leading college newspapers.
The magazine titles of Southern
Progress Corp., Time Inc:s preeminent
regional publisher, enjoyed another
successful year, led by increased ad
revenues from Southern Living, Cooking
Light, Weight Watchers and Coastal
Living. Sunset, which celebrated its
lOath anniversary in May 1998, also
had significant gains for the year.
Beyond creating innovative strategies
for reaching demographic audiences,
Time Inc. is a leader in developing tech-
nology and industry innovations that
enable it to produce and distribute its
magazines more efficiently. For example,
Time Inc. moved up the delivery of
People to checkout counters in time for
the weekend, when consumers do most
of their shopping. This strategy led to
significant increases in the magazine's
already solid newsstand sales.
Time Inc. is bringing its unique
brand of journalism overseas. In early
1999, Time Inc. and German publisher
Burda Holding GmbH agreed to publish
a German-language edition of In Style
in Germany, Austria and Switzerland,
while in 1998, Fortune and Time
expanded their publishing ventures in
Latin America
Time InC:s journalistic and information-
based expertise has served as the basis
for an aggressive expansion into broad-
cast and cable programming, including its
collaboration with CNN on CNN/Sports
Illustrated, the 24-hour sports-news net-
work. In 1998 NewsStand, a weekly
programming franchise, was launched,
combining the journalistic strengths of
CNN and Time InC:s Time. Fortune and
Entertainment Weekly.
Direct marketing at Book-of-the-
Month Club (BOMC) and Time Life
accounts for a significant portion of
Time Inc:s revenues. BOMC continued
to enjoy solid revenue growth in 1998,
fueled by the success of Children's
BOMC, the One Spirit book club and the
growth of its women's lifestyle clubs.
With some of the most-visited
Internet sites, Time Inc. is well positioned
to capitalize on this fast-growing medium.
Among other initiatives, Time Inc. is
helping spearhead Time Warner's efforts
in electronic commerce, where Time Inc.
will draw on its vast direct-marketing
expertise and resources in database
management customer service, fulfillment
and warehouse operations.
._' ""'c'-,r'.
..
.lJ
-;,:
(From left) "The Time 100: Leaders and
Revolutionaries' is one of a series of six
special issues profiling the most influential
people of the century as chosen by
Time's editors.
Entertainment Weekly, winner of three 1998
National Magazine Awards. celebrated its
ninth consecutive year of ad page growth.
and this year its guaranteed circulation
reached an all-time high of 1.4 million.
Southern Living posted its 33rd consecutive
year of profit growth and ranked 12th in
advertising revenues among monthly
magazines in 1998.
Time Warner Trade Publishin9 placed 31
bo.oks on The New York Times best-seller
lists in 1998 from its Warner Books and
little. Brown imprints. Little, Brown's
When the Wind Blows. a new thriller by
James Patterson, topped the best-seller
lists in the fall of 1998.
Warner Books' Message in a Bottle by
Nicholas Sparks spent 28 weeks on
The New York Times best-seller list in 1998.
The movie version was released by Warner
Bros. in February 1 999.
Teen People. one of the most successful
launches in magazine publiShing history.
grew from a guaranteed circulation of
500,000 at its debut to 1.2 million with its
February 1 999 issue.
Time-Life Music successfully launched
several new series. including the best-
sellers Songs 4 Life and Classic Country.
TIME WARNER INC. 1998 ANNUAL REPORT 25
Entertainment
Time Warner's Entertainment
businesses consist of Warner Bros.,
a global leader in the creation,
distribution, licensing and marketing
of movies, television programming,
video and related products, and
Warner Music Group, the world's
most diversified, vertically inte-
grated music company with a world-
wide roster of established stars and
new artists.
Warner Bros.
Warner Music Group
. Warner Bros.
Founded 75 years ago as a motion
picture studio, Warner Bros. has evolved
into a fully integrat~d, global entertain-
ment company that relies on businesses
such as feature films, television, anima-
tion and product licensing to achieve
strong growth.
Warner Bros. has been the leading
supplier of primetime television pro-
gramming for 12 years running. A
strong lineup of network series, including
ER, Friends, V~'fnica's Close~ Suddenly
Susan, Jesse tnd The Drew Carey
Show, coupled with a powerful off-
network syndication pipeline and such
first-run syndicated hits as The Rosie
O'Donnell Show, provide Warner Bros.
with a foundation for growth into the
new millennium, In the largest produc-
tion agreement for a series in television
26 TIME WARNER INC. 1998 ANNUAL REPORT
history, Warner Bros. and NBC signed
a three-year deal in 1998 for new
episodes of the number-one-rated ER.
Capitalizing on the growth of the
teen and young-adult demographics,
The WB Television Network was the
only broadcast network in 1998 to
generate a primetime ratings increase
over the previous year. A strong roster
of hit shows like Buffy the Vampire
Slayer, Dawson's Creek, Charmed,
Felicityand 7th Heaven-that appeal
to the young audiences coveted by
advertisers-enabled The WB to nearly
double its 1998 preseason commit-
ments from advertisers.
Known worldwide as the creator of
some of the most powerful franchises
in movie history, Warner Bros. also con-
tinues to produce successful movies
in film genres that appeal to a broad
range of audiences. With the addition
of 1998 box-office successes such as
Lethal Weapon 4, City of Angels, A
Perfect Murder, Practical Magic and
You've Got Mail, Warner Bros. has
enhanced its quality library of motion
picture entertainment
The vast library, which includes
5,700 feature films, 32,000 television
titles and 1 3,500 animated titles, is
continually reintroduced to the world
through Time Warner's cable networks
Warner Home Video and through dire
distribution to traditional and emergin
television media The library has also
provided the foundation for the ex-
pansion of Warner Bros. Worldwide
Consumer Products, one of the
"". ," .~'~ -
~w /.""
iI\ ,'..~~. . t't -
~ :u ,~ ,'. 'Q -
, ~,.
~~~'L~~J...'.~ ~ I
,~~j]) i. J ,I
\ ~,~ I
~:'."."~~~;J....~.. ~
.":::, ,:j .i" I
. ~,I
~:' .'L '~."~' I
..j .,~')\ ~~ .
.;, .j Ii ' .~, .
/j.
~
J"~" Jf~ ·
~~1~"1 :
'"~~"I}~,~; .
?I '\ n / ",'j ·
/~, '.}I' : ~ ·
't'1 ·
'l\~" k__~ ·
~) .:~~\( :]:."1.'. .
.. '..'}'" .
/ '~. '
\ ...
'"~
.~-. ,~.
;''ij,.. I..; ~,
;i'i ~ .". ·
~ .'f 1\ . ' \&,
.,:', :) 'e 'il,.
. .-;~.
"J\:- 'L ';~ ·
'''''.J j:~n\', :'~ -
/ ~ ~/ ' .. ~l~,:
-~:'l{'f~ ·
;'). ~Jl\. '.~~ ·
>~\. oJ" '~~.
" .....'J.
~,. ,
....,.:. :- 'I}~. .
dl n"'.
s .-,'~,!~ . ~~
/ ~, '.I' . ,~".
,-J .
;",.. ..J.
;,,':;) , ,.- ,
.
.
.
(Filmstrips, from left) Warner Bros.' 1 998
box-office successes included City of
Angels, starring Nicolas Cage and Meg
Ryan: Lethal Weapon 4, which reunited
Mel Gibson. Danny Glover and Rene
Russo; and You've Got Mail, with Tom
Hanks and Meg Ryan.
(Television screens, clockwise 'rom top
left) Classic Warner Bros. characters
Sylvester and Tweety were featured on
the most popular U.S. postage stamp
of 1 998.
Warner Bros. Television's current hit
comedy series Friends began its
off-network syndication in 1 998.
Thanks to youth-oriented hits like
Dawson's Creek, The WB was the only
broadcast network in 1 998 to generate
a primetime ratings increase from the
previous year.
Warner Bros. Television's ER is
America's most-watched television
series.
Warner Bros. Television Animation's
Batman Beyond is the highest-rated
series on the Kids' WB!
The Drew Carey Show, the highly
rated comedy 'rom Warner Bros.
Television, goes into syndication
in 1999.
The Rosie O'Donnell Show fuels
Warner Bros.' powerful first-run
syndication lineup.
..
'~.':"LJ~.. ·
.;'Ii :r' ,''''~.
..... ..". .~..
/ .;',/' . 1~.
,-:J, .
,,-..b,
.
-
.
.'."".., :'~Jr~:. ·
.! i .'\\'1\
~'\ ,," I .
.of . '.' " "'!':
/ .,1, J .;;- ·
,-_J .
- ." ~
., -. J. ·
~. I, j~,'
"'.\ . T~ ,,'...
....... .- ~ (\ ~ ""','
/;, 'i) ; :i~.
':.- ~ .
",", -". J-~:.
. ,. I,: ~,
;.;Ii T~', \.~' ·
~ .... "., ~y:.
..
-
-
..
..
....
d
~
3,
11
leading builders of brands, through its
licensing and merchandising activities
as well as through its more than 180
innovative, wholly owned or franchised
Warner Bros. Studio Stores in 15 coun-
tries and territories.
Emerging technologies, such as
DVD, are providing additional platforms
for the distribution of Time Warner's
library product. DVD, offering superior
picture and sound quality, convenience,
exciting interactive features, viewing
options and an affordable price, was
rolled out in August 1997. Based on
the volume of players shipped, DVD's
launch is significantly more successful
than that of the CD or the VCR at a
comparable stage.
In response to the rising cost of
producing theatrical films, Warner Bros.
signed jOint-venture agreements with
several companies to co-finance some
of its films, decreasing its financial risk
while retaining, in most cases, world-
wide distribution rights.
With 34 percent of its total revenues
coming from outside the U.S., Warner
Bros. continues to expand its interna-
tional businesses. In 1998 it formed a
joint venture with Nippon Television
Network, Toshiba and Time Warner
Entertainment Japan to produce and
distribute movies and television pro-
grams in Japan and worldwide. Warner
Bros. also established production arms
in Germany and Asia to co-produce and
acquire indigenous theatrical films for
both local and worldwide distribution.
Warner Bros. International Theatres is
increasing its joint venture presence in
the United Kingdom, Italy and Taiwan,
and expects to have more than 950
movie screens open by the end of 1999.
TIME WARNER INC. 1998 ANNUAL REPORT 27
World-renowned artists from Warner
Music Group's record labels Include:
!Top row, from left! Busta Rhymes (Elektra)
and Cher IWMI/Warner Bros, Recordsl
(Middle row, from leftl Morcheeba
ISire/WMIl. Laura Pausinl (WI\W. Third Eye
Blind IElektral, Jewel (Atlantic), and
Madonna IWarner Bros. Records)
(Bottom row. from left! Brandy I Atlantic) and
Barenaked Ladles (Warner Bros. Records)
28 ~:'.~E ..vARr<.~EP :t~C ~998 "\~JNU,"L REPORT
'Na~~er \11.,;5.( G.~~...n::
Aided by a powerful slate of new
releases, the continuing recovery of the
U,S. retail music business and a growing
presence overseas. Warner Music Group
regained Its positive momentum in 1998,
posting Improved financial results.
In 1998 Warner Music Group
accounted for 23 of the year's 100
best-selling albums in the U.S., with
20 selling a million or more units. The
Music Group's share of U.S. album
sales was 19.8 percent, as measured
by Sound Scan. Top domestic sellers
included the City of Angels soundtrack
and releases from matchbox20, Brandy,
Madonna, Barenaked Ladies, Jewel,
Alanis Morissette, Third Eye Blind,
Metallica, LeAnn Rimes, Eric Clapton,
Goo Goo Dolls, LSG and Natalie
Merchant. Internationally, top sellers
included Madonna, Enya, Alanis
Morissette, Phil Collins, Eric Clapton,
T~e Corrs, Alejandro Sanzo Simply Red,
R.E.M., Luis Miguel, Laura Pausini and
Mike Oldfield.
The multinational, multicultural
appeal of the music produced by
Warner Music Group's record labels-
Warner Music International, Atlantic,
Elektra, Rhino, Sire, Warner Bros.
Records and their affiliated labels-is
at the core of the Group's turnaround.
In 1998 more than 52 percent of the
Group's recorded music revenues came
from outside the U.S. With local reper-
toire now accounting for 50 to 70 per-
cent of music industry sales in many
countries, Warner Music International-
with a roster of more than 1 ,000
artists-is expanding its efforts to sign
local artists and devoting greater
resources to marketing U.S. artists
overseas.
WEA Inc. also contributed to Warner
Music Group's 1998 success. The
three companies that make up WEA
Inc, are each among the industry lead-
ers In the U.S.: WEA Corp.. the leading
U.S. music-distribution company In the
industry in 1998; WEA Manufacturing,
one of the world's largest CD manufac-
turing companies; and Ivy Hill, producer
of award-winning pnnting, packaging
and graphic deSign.
Warner/Chappell, one of the world's
leading music publishers, is vital to the
Music Group's global strength. Warner/
Chappell, which controls more than one
million copyrights, was named ASCAP
Pop Publisher of the Year in 1998.
The growth of recorded music sales
via the Internet has provided the Music
Group with a new way to reach con-
sumers in 1998. Online music retailers
carry vast music inventories and appeal
to consumers interested in music but
less likely to shop at traditional retail
outlets. As data transmission capabilities
increase and music security standards
are adopted, the digital distribution of
music via the Internet offers tremendous
. potential to expand music sales.
Consequently, Warner Music Group
labels have established a major online
presence and are marketing music in
creative ways. Atlantic was the first
label to create an online studio,
offering cybercast performances by
such artists as Tori Amos, Duncan
Sheik and Jewel. Elektra signed up
12,000 people for a listening party for
Metallica's latest album, Garage Inc.
And Warner Bros. Records has enrolled
50,000 music fans per week following
the recent launch of its Web site,
www.musicinformation.com. which
notifies fans of the activities of their
favorite Warner Bros. Records' artists.
DVD Audio, expected to launch in
1999 and offering dramatically improved
stereo and multichannel audio quality
as well as advanced copy.protection
features, is another technology with the
potential to have a positive impact on
the music industry over the next decade.
r -;.:i~
~~~
tl
~i .~
',;r,
--.. I.. .
" .
(Top to bottom) Warner/Chappell con'
trois more than one million music copy'
rights and publishes sheet music from a
wide variety of artists in its extraordinary
catalogue. including classics from
George and Ira Gershwin along With
works from such hitmakers as Green
Day and the legendary Eric Clapton,
WEA Inc.. in addition to its leadership
role in manufacturing. packaging and
distributing music. is the world'S largest
producer of DVDs.
Rhino Records. the world's leading
reIssue label. released nearly 200 new
compIlations and box sets in 1998. The
Burt Bacharach Collection was Rhino's
biggest selling box set for the year and
Millennium Funk Party Its best-selling
compilation.
TIME WARNER INC 1998 ANNl)Al RE='QPT 29
Time Warner Cable is the nation's
largest owner and operator of cable
systems. Its cable systems are also
the world's most advanced and
best-clustered, with 82 percent of its
12.6 million customers in systems
of 100,000 subscribers or more.
Time Warner Cable
Aggressively pursuing its strategy to
upgrade its cable systems, Time Warner
Cable is solidifying its position as the
technological leader of the dynamic
cable industry. It is a pioneer in bringing
the digital age into America's living
rooms and transforming the way
Americans receive information and
entertainment The additional capacity
of its upgraded systems provides the
foundation for continued growth and is
powering the company's expansion into
exciting new business areas,
Time Warner Cable's substantial
investments in fiber-optic system
1J,:grades and new digital technology
enable customers to receive more and
better programming, enhanced picture
and sound quality, improved signal reli-
ability and advanced telecommunications
products and services. These products
and services include new cable net-
works, multiplexed premium channels,
new digital program tiers and pay-per-
view options, high-speed online service
through cable modems, cable tele-
phony, and more local programming.
By the end of 1998, Time Warner
Cable had upgraded approximately
70 percent of its cable plant. Completion
of the upgrades is targeted for year end
Cable Systems
30 TIME WARNER INC. '998 ANNUAL REPORT
2000. The additional capacity created
by the upgrades provides enough
bandwidth to carry digital television
(including high-definition television
[HDTVD, high-speed data transmission
and residential telephone. service. Even
with the addition of these services,
substantial capacity has been reserved
for future use,
Time Warner Cable continued to roll
out Road Runner"', its jointly owned
high-speed online service, launching
the service in five new locations in
1998. The Road Runner service, named
after the famous Warner Bros. cartoon
character, was strengthened through its
combination with MediaOne's high-
speed online service and through
investments by Microsoft and Compaq.
Road Runner, with 180,000 customers
ana access ;0 7 million cable homes at
year end. connects customers to the
Internet at speeds more than a hun-
dred times faster than telephone dial-
up services. It also offers access to
local :nformatlon and unique content
from a wide variety of leading sources.
including Time Warner's vast number of
World Wide Web sites.
In 1998 Time Warner Cable began
commercial testing of the next genera-
tion of advanced digital set-top boxes,
which will offer consumers new program
tiers, more channels of multiplexed pre-
mium services. an interactive program
guide, parental lockout features.
VCR programming and near video-on-
demand capability. An aggressive
national rollout of the first phase of the
new digital service will begin in the first
half of 1999. At the core of this rollout
IS Time Warner Cable's AthenaTV
digital satellite feed, which will be used
to provide up to 100 digital program
networks. When combined with existing
digital feeds from HBO and other
premium services. as 'Nell as Viewers
Choice, AthenaTV will enable Time
Warner Cable to offer customers about
150 channels of analog and digital video,
plus a multi-channel digital audio service.
The planned addition of video
servers at Time Warner Cable systems
will make It possible for the company
to offer the second phase of its digital
services, enabling seHop boxes that
operate in a full video-on-demand
environment, including virtual VCR
functionality, with pause, fast-forward
and rewind functions.
In a demonstration of Its oeilei that
digital television will revolutionize the
teleVision-viewing expenence. Time
Warner Cable has agreed to carry
HDTV and other digital signals of
CBS-owned televIsion stations. the first
such agreement between a major cable
operator and a television broadcaster.
Time Warner Cable increased Its
commitment to the communities it
serves through the launch of 24-hour
local news channels, announcing that it
will debut the first local all-news cable
channel in Austin, Tex., in the spring of
1999. The channel will be the fifth local
cable news channel for Time Warner
Cable, which operates such channels in
New York City (NY1 News). Tampa Bay.
Fla. (Bay News 9), Orlando, Fla. (Central
Florida News 13) and Rochester. N.Y.
(RlNews).
,Feo,." '.:':1 P'od"ced by T:r"'e l'larner Cable
:oea; news :::'ogra~""ng. :ii(e Bay News 9 in
Tampa Ba/. Fla.. Increases local adve~'slng
'eve""es and value to SUbscribers.
Irteractive program gUides enable viewers
to search for, select and purchase program'
""'rg based on detailed program desc"pk,~s
T,"'e Warner Cable launched itS Jointly
owred Road Runner" high-speed orline
service :n five new locations in 1998.
Expanded pay'per'view options are among
the added se":ces .,.,ade pOSSible by TIme
Warner Cable's upgraded cable s~ste"'s
TIME WARNER INC 1998 ANNUAL REPORT 31
"I want results."
Financials
34 Financial Overview
38 Financial Highlights at a Glance
39 Management's Discussion and Analysis of
Results of Operations and Financial Condition
Consolidated Financial Statements:
58 Balance Sheet
60 Statement of Operations
61 Statement of Cash Flows
62 Statement of Shareholders' Equity
63 Notes to Consolidated Financial Statements
92 Report of Management
92 Report of Independent Auditors
93 Selected Financial Information
95 Quarterly Financial Information
Tl~'::- ,'.-;.RNf:.R INC 1998 ANNUAL ;(::::JO::;:i 33
Financial Overview
Time Warner, together with the Entertainment Group,
achieved another record financial performance in 1998.
This performance was driven by solid growth in all our
businesses and a disciplined financial focus on cost man-
agement and controlling capital spending. As a result, we
generated free cash flow that enabled us to continue to
strengthen our balance sheet and increase our financial
flexibility. This performance led to the achievement of a solid
investment-grade credit rating, which was one of our key
financial goals for the year.
Going forward, our principal financial objectives are to
continue to achieve sustainable operating growth, hold capital
spending steady and further reduce costs. By accomplishing
these objectives, we expect to continue to accelerate our
return on capital and generate increasing amounts of free
cash flow. We intend to use this cash and financial capacity
to repurchase stock and invest in the growth of our busi-
nesses, while maintaining our solid investment-grade credit
rating.
Achieving Sustainable Operating Growth
Time Warner had an outstanding operating performance in
1998; whether measured by growth in normalized revenues,
operating income before noncash amortization of intangible
assets ("EBITN), Or improving, bottom-line per share
performance. We focus on "normalized" measures in order to
communicate underlying operating trends. These normalized
results exclude the effects of certain cable-related transactions
and significant nonrecurring items that occurred in 1998 and
1997. All of these are described more fully in Management's
Discussion and Analysis.
Time Warner's combined revenues increased 11 % on a
normalized basis in 1998, to approximately $26.8 billion.
This revenue growth contributed to a 14% increase in EBITA
on a normalized basis in 1998, to approximately $4.5 billion.
This strong 14% EBITA growth rate, which was achieved
despite a transition year for the Music segment of our
Entertainment operations, demonstrates one of the benefits
provided by our collection of integrated businesses. While
our Music business achieved 6% EBITA growth during the
year, all of our other businesses delivered solid, double-
digit EBITA growth. This growth was led by a 20% growth
rate for Cable Networks, 17% for Filmed Entertainment,
15% for Publishing and 14% for Cable.
34 TIMl WARNER tNC 1998 AN~JUAL R[:Por~l
Combined Revenues
(millions)
D024'622
$23.660
Pr~9F~~ma(a) 1997
Combined EBITA
(millions)
D4'033
I $3,3421
Pr69F~~ma(a) 1997
1998
1998
1998 Combined EBITA
by Business Segment(bJ
$4.462 Million
Time Warner achieved
11% growth in
revenues in 1998 on
a normalized basis.
Time Warner achieved
14% growth in
EBITA in 1998 on a
normalized basis.
________,__Cable Networks 26%
______Publishing 13%
.__,_Entertainment 24%
Cable 37%
Time Warner's collection of
inte9rated businesses provides
increased economic stability.
(e) Rel/ects the full'year. pro forma elfect of the res acquisition
(b) Percentages calculated before intercompany eliminations.
In addition to fundamental business growth, Time
Warner's 1998 combined operating performance was
enhanced by the effects of a company-wide cost manage-
ment program, which began in 1997. The program's purpose
is to control costs by identifying more efficient ways of
conducting our businesses. In 1998, we realized over
$450 million of incremental cost savings, thereby increasing
the aggregate cost reductions under this program to over
$600 million annually. As we continue to roll out and expand
this program, we expect our annual cost savings to increase
to $800 million by the end of 1999.
Our continuing focus on the bottom line, together with
the fundamental operating growth of our businesses,
resulted in a significant improvement in normalized loss per
share from a $.33 loss per common share in 1997 to a $.06
loss per common share in 1998. We expect to continue this
improvement into the future and anticipate reporting positive
earnings per share in 1999 for the first time since the Time-
Warner merger.
Controlling Capital Spending
Even while we continued to make significant progress
towards completing the technological upgrade of our cable
television systems, we held combined capital spending flat in .
.1998 at $2.1 billion. Cable-related capital spending also
was held flat in 1998 at $1.7 billion.
Overall combined capital spending is expected to remain
essentially flat through the year 2000, when we are scheduled
to substantially complete the technological upgrade of our
existing cable television systems. Thereafter, we anticipate a
reduction in capital requirements for these systems. As of
the end of 1998, approximately 70% of our cable television
systems had been upgraded,
Maintaining Debt Levels and Improving Capital Structure
During 1998, Time Warner generated approximately $2 bil-
lion for debt reduction. This increased our financial flexibility
and allowed us to replace approximately $2 billion of 101.%
Series M preferred stock with lower-cost debt. while holding
our overall debt levels steady. As a result of this refinancing,
we expect to save over $100 mil/ion of cash annually
beginning in 1999.
Our improved financial flexibility and operating perfor-
mance contributed significantly to our stronger combined
Cost Savings
(millions)
$150
1997 1998
Time Warner's cost
management program
has reduced embedded
costs by over
$600 million annually.
Combined Capital Spending
(millions)
T07t.:.. ~
~~~: 'I
1998
TOTAL
$2.303
CABi.E
$1.563
Pr69F~~ma(c) 1997
Capital spending was
held flat in 1998 and is
expected to remain so
through the year 2000.
(c) Rellects (he fuil-Yf'<3!, pro fUffnil cOect of the res acqUisition
l:~,'lj W/dU~II~ INC lq'iI-; MJNlJ/II I;>f' ;~():.,:; 35
financial condition, as reflected in our combined financial
ratl,,)s. These ratios, consisting of commonly used financial
measures such as leverage and coverage ratios, reflect our
improved ability to repay debt (leverage) and to pay interest
and preferred dividends (coverage). This improvement was
recognized by both Standard & Poor's and Moody's in 1998
and resulted in our upgrade to a solid investment-grade
credit rating,
This solid investment-grade credit rating is consistent
with our capitalization goal of achieving the appropriate bal-
ance between debt and equity that is expected to minimize
Time Warner's weighted-average cost of capital, while, at
the same time, providing financial flexibility and continuous
access to the capital markets. We believe that the financial
leverage implicit in our credit rating is beneficial to our
shareholders because it optimizes our weighted-average
cost of capital, thereby creating value for our shareholders.
To continue these benefits into the future, we are committed
to maintaining our investment-grade credit rating.
Having achieved this significant milestone, we are moving
into the next phase of our financial plan. This phase will
allow us to use our increasing free cash flow and financial
capacity torepurthase common stock and to continue to
invest in the growth of our businesses.
Repurchasing Common Stock
During 1998, we contin'ued our common stock repurchase
program. So far, we principally have used our stock option
proceeds credit facility, in effect, to accelerate the receipt of
proceeds from future stock option exercises. These funds
enabled us to repurchase stock at current prices, rather than
at the higher prices we expect in the future. The repurchased
shares are then used to satisfy subsequent stock option
exercises and the conversion of certain convertible securities.
Since the commencement of this program in April 1996
through the end of 1998, we have acquired approximately
95 million shares of common stock at an average purchase
price of $32 per share for an aggregate cost of approxi-
mately $3 billion, including $2.2 billion in 1998. Comparing
repurchase prices to market values at the time of any subse'
quent issuances or at February 28. 1999, the program has
created incremental value for, our shareholders of approxi-
mately $1 billion.
In 1999, we are significantly expanding our stock repur-
chase program to cover the purchase of $5 billion of common
stock. This plan is expected to cover repurchases made over
the next three years. The principal funding for this program IS
36 TIME WARNER INC 1998 ANNU.t.L REPORT
Combined
leverage Ratios
Combined
Coverage Ratios
Interest and
Preferred Dividends
t:: a
0 4.1.
UJ UJ
'" DII LJLJI
u
<!l
Z
Z
UJ
~
UJ
~
1996(d) 1997 1998 1996(d) 1997 1998
Time Warner continued to improve its financial
ratios in 1998. as reflected by reduced leverage
and increased coverage.
Common Stock Repurchase Program
(billions)
$3,0
Time Warner's common
stock repurchase program
has created approximately
$1 billion of incremental
value for its shareholders.
Cost to
Acquire
2/28/99
Value
(d) Ratios for 1996 reflecl the lull.yea,. pro lorma eflecl of Ihe TBS
acqulslrion and certam fin<lncmg transaC/lOns
expected to be provided by anticipated future free cash flow
and financial capacity. We expect this ongoing program to
continue to create incremental value for our shareholders.
Leveraging Our Assets for Growth
As previously envisioned, our technologically advanced, high-
capacity cable architecture has enabled us to leverage our
existing cable television business into new opportunities to
create new revenue streams and incremental value through
strategic alliances, Along with our cable partners, we have
formed a strategic partnership with both Microsoft and
Compaq to expand our Road Runner-branded, high-speed
online service. In addition, we expect our proposed joint
venture with AT&T to generate incremental value from the
exploitation of AT&T-branded cable telephony service.
These businesses, together with new revenue streams from
expanded digital programming options in our core cable
television business, are expected to keep our cable television
business strategically positioned for achieving sustainable,
long-term growth.
As 1999 unfolds, we expect to continue to explore
strategies for leveraging our existing assets, including new
media, into new growth opportunities.
Creating Shareholder Value
Our foremost business objective is to create value for our
shareholders. During 1998, our shareholders continued to
see their value grow through 100% appreciation in Time
Warner's common stock price to $62.06 per share at the
end of the year. Our performance far surpassed that of the
Standard & Poor's 500-stock index, which registered a gain
of approximately 27% for the year.
As we see it, this appreciation in value principally
reflected our record financial performance in 1998 and the
strategic positioning of our businesses for continued growth,
With the strength and leadership positioning of our busi-
nesses and our experienced management team, we believe
Time Warner is in the best position ever to continue its
momentum into the future.
c--:2._C.L~ .k
~~~~~
Richard D. Parsons
President
Richard J, Bressler
Executive Vice PresIdent and
Chief Financial OffIcer
March 9, 1999
Time Warner Common Stock Price
Performance vs. S&P 500 Index
TWX
/-
31.00
12/97
12/98
Time Warner's stock price appreciated over 100% in 1998,
outpacing the S&P SOO's 27% gain.
The foregoing discussion of the financial performance of Time Warner
and the Entertainment Group. substantially all TWE. has been pre'
sented on a combined basis. which Is how we evaluate and manage
the businesses. This overview should be read in conjunction With
Management's Discussion and Anafysis and Time Warner's
Consohdated Financial Statements appearing elsewhere herein.
In such flnanclaf statements. Time Warner does not consolidate
the Entertainment Group.
TIME WARNER Ir.:: 1998 ANNU:"~ ~EPo(n 37
Financial Highlights at a Glance
REVENUES
1998 Combined Revenues
by Business Segment(a)
$26,838 Million
Cable Networks
1998 Combined Revenue Growth
11%
1998 Combined Revenues
by Geographic Region
$26,838 Million
Publishing 5%
Entertainment 13%
Filmed Entertainment(b) 15%
,
Cable Networks 20%
Publishing 160/0
Entertainment 45%
Music
Cable(c)
Total (c)
Cable 19%
EBITA
1998 Combined EBITA
by Business Segment(a)
$4,462 Million
Cable Networks 26%
Publishing 13%
_ Entertainment 24%
Cable(d) 37%
CAPITALIZATION
1998 Combined Capitalization
(millions, as of December 31)
Equivalent Shares of Common Stock:
Common Stock
Convertible Preferred Stock
Stock Options(e)
Total Equivalent Shares
Total Market Equity Capitalization
Net Debt
Borrowings against Future Stock Option Proceeds
Preferred Securities of Subsidiaries
Total Combined Capitalization
1,232
94
53
1,379
$ 85,584
16,999
895
792
$ 1 04,270
United States 80%
9%
10%
11%
Asia 3%
Europe 12%
All Other 5%
1998 Combined EBITA Growth
Cable Networks 20%
Publishing 15%
Entertainment 11%
Filmed Entertainment(b) 17%
Music 6%
Cable(c) 14%
Total(c) 14%
Combined Capitalization
(millions, as of December 31)
$104,270
$64'2941 ~::..;:
$46.080 _
II.
1996 1997 1998
. Net Debt & Other (I)
. Market Equity Capitalization
(a) Percentages calculated before intercompany eliminations.
(b) Includes Filmed Entertainment. Warner Bros.. Filmed Entertainment-TBS and The we Nelwo'k,
(e) Normalized to exclude the effec!s of certain cable-related transactions that occurred in 1998 and 1991. See Management's Discussion and AnalyStS.
(d) Includes net pretax gains 01 approximately $108 million related to the sale or exchange 01 cable teleVIsion syslems.
(e) Reflects shares issued upon the exercise of all stock.. options, net of share repurchases assumed to have occurred using option proceeds and related tax
benefits. Assumed share repurchases are based on Time Warner's average stock pftce for rhe lourth quarter 01 1998 of $49.91.
(fJ Includes net debt. Series M preferred stock.. preferred securities of stlbsidlallcs and borrCHvmgs against future stock option proceeds
38 TlMF WARNf:R :.~C 1~)98 ANNtl/....~ ;:'>~PORT
Management's Discussion and Analysis of
Results of Operations and Financial Condition
DESCRIPTION OF BUSINESS
Time Warner'lnc. ("Time Warner' or the "Company'), together
with its consolidated and unconsolidated subsidiaries. is
the world's largest media and entertainment company.
Time Warner's principal business objective is to create and
distribute branded information and entertainment copyrights
throughout the world. Time Warner classifies its business
interests into four fundamental areas: Cable Networks. con-
sisting principally of interests in cable television program-
ming; Publishing, consisting principally of interests in
magazine publishing, book publishing and direct marketing;
Entertainment, consisting principally of interests in recorded
music and music publishing, filmed entertainment, television
production and television broadcasting; and Cable, consist-
ing principally of interests in cable television systems.
A majority of Time Warner's interests in filmed entertain-
ment, television production, television broadcasting and cable
television systems, and a portion of its interests in cable
television programming are held through Time Warner Enter-
tainment Company, L.P. ("TWE"). Time Warner owns general
and limited partnership interests in TWE consisting of .
74.49% of the pro rata priority capital ("Series A Capita'")
and residual equity capital ("Residual Capital'), and 100% of
the senior priority capital ("Senior Capital') and junior priority
capital ('Series B Capital'). The remaining 25.51 % limited
partnership interests in the Series A Capital and Residual
Capital of TWE are held by a subsidiary of MediaOne Group,
Inc. ("MediaOne'), formerly U S WEST, Inc. Time Warner does
not consolidate TWE and certain related companies (the
"Entertainment Group') for financial reporting purposes
because of certain limited partnership approval rights related
to TWE's interest in certain cable television systems.
OVERVIEW
Time Warner and the Entertainment Group demonstrated
strong financial performances in 1998, as measured by the
operating performance of their businesses and the improved
strength of their combined financial condition, as more fully
described herein. This performance was driven primarily by
solid business fundamentals and a disciplined financial focus
on cost management and controlling capital spending.
USE OF EBITA
Time Warner evaluates operating performance based
on several factors, of which the primary financial measure is
operating income before noncash amortization of intangible
assets ("EBITA'). Consistent with management's financial
focus on controlling capital spending, EBITA measures
operating performance after charges for depreciation. In
addition, EBITA eliminates the uneven effect across all
business segments of considerable amounts of noncash
amortization of intangible assets recognized in business
combinations accounted for by the purchase method, includ-
ing the $14 billion acquisition of Warner Communications
Ine. in 1989, the $6.2 billion acquisition of Turner
Broadcasting System, Inc. ("TBS') in 1996 and the $2.3 bil-
lion of cable acquisitions in 1996 and 1995. The exclusion
of noncash amortization charges also is consistent with man-
agement's belief that Time Warner's intangible assets, such
as cable television and sports franchises, music catalogues
and copyrights, film and television libraries and the goodwill
associated with its brands, generally are increasing in value
and importance to Time Warner's business objective of creat-'j
ing, extending and distributing recognizable brands and
copyrights throughout the world. As such, the following com-
parative discussion of the results of operations of Time
Warner and the Entertainment Group includes, among other
factors, an analysis of changes in business segment EBITA.
However, EBITA should be considered in addition to, not
as a substitute for, operating income. net income and other
measures of financial performance reported in accordance
with generally accepted accounting principles.
TRANSACTIONS AFFECTING COMPARABILITY
OF RESULTS OF OPERATIONS
As more fully described herein, the comparability of Time
Warner's and the Entertainment Group's operating results
has been affected by certain significant transactions and
nonrecurring Items In each period.
For 1998, these significant transactions related to
Time Warner's cable business and included 0) the transfer of
cable television systems (or interests therein) serving approx-
imately 650,000 subscribers that were formerly owned by
subsidiaries of Time Warner to the TWE-Advance/Newhouse
Partnership ("TWE-A1N"), subject to approximately $1 billion
of debt, in exchange for common and preferred partnership
interests in TWE-A/N, as well as certain related transactions
(collectively, the "TWE-A/N Transfers"), (ii) the transfer of
TWE's and TWE-A/N's direct broadcast satellite operations
and related assets to Primestar, Inc. (-Primestar"), a separate
holding company (the "Primes tar Roll-up Transaction"),
(iii) the reorganization of Time Warner Cable's business tele'
phony operations into a separate entity named Time Warner
TIMf WAR'~~,~ 1f\'C l!1rlA M":f\JU:...1 Rf"PORT 39
, i
I
Telecom LLC (the "Time Warner Telecom Reorganization")
and (iv) the formation of a joint ventur~ to operate and
expand Time Warner Cable's and MediaOne's existing high-
speed online businesses (the "Road Runner Joint Venture"
and collectively, the "1998 Cable Transactions").
In addition, there were a number of other significant, non-
recurring items recognized in 1998 and 1997, consisting of
(i) net pretax gains in the amount of approximately $1 08 mil-
lion in 1998 and $212 million in 1997 relating to the sale or
exchange of various cable television systems by Time Warner
and TWE, (ii) a pretax gain of approximately $250 million in
1997 relating to 1WE's sale of its interest in E! Entertainment
Television, Inc. ("El Entertainment"), (iii) a pretax gain of $200 mil-
lion in 1997 relating to Time Warner's disposal of its interest in
Hasbro, Inc. ("Hasbro"), (iv) a charge of approximately $210 mil-
lion in 1998 principally to reduce 1WE's carrying value of its
interest in Primestar, (v) an increase of $234 million in Time
Warner's 1998 preferred dividend requirements relating to
the premium paid in connection with its redemption of
Series M exchangeable preferred stock ("Series M Preferred
Stock") and (vi) an extraordinary loss of, $55 million in 1997
on the retirement of debt
In order to meaningfully aS,sess underlying .operating'
trends, management believes that the results of operations
for 1998 and 1997 should be analyzed after excluding the
effects of these significant nonrecurring items. As such, the
RESULTS OF OPERATIONS
1998 Ys. 1997
EBITA and operating income in 1998 and 1997 are as follows:
Years Ended December 31, (millions)
, ,
Time Warner:
Publishing
Music
Cable Networks-TBS
Filmed Entertainment-TBS
Cablell)
I nters~grT1e~t~lirT1in~tio~.....,
Total
Entertainment Group:
Filmed Entertainment-Warner Bros.
Broadcasting-The WB Network
Cable Networks-H BO
Cable")
Total
following discussion and analysis focuses on amounts and
trends adjusted to exclude the impact of these unusual items.
However, unusual items may occur in any period. Accordingly,
investors and other financial statement users individually
should consider the types of events and transactions for
which adjustments have been made.
The comparability of Time Warner's 1997 and 1996 oper-
ating results also was affected by certain significant transac-
tions, consisting of (i) Time Warner's October 1996 acqui-
sition of TBS (the "TBS Transaction"), (ii) Time Warner's use of
approximately $1.55 billion of net proceeds from the issuance
of Series M Preferred Stock in April 1996 to reduce outstand-
ing indebtedness and (iii) certain other debt refinancings
during the year (collectively, the "1996 Time Warner
Transactions"). Accordingly, the following discussion of operat-
ing results for those periods is supplemented, where appropri-
ate, by pro forma financial information that gives effect to the
1996 Time Warner Transactions as if they had occurred at the
beginning of 1996. This pro forma information is presented
for informational purposes only and is not necessarily indica-
tive of the operating results that would have occurred had the
transactions actually occurred at the beginning of that period,
nor is it necessarily indicative of future operating results.
Finally, per common share amounts for prior years have
been restated to give effect to a two-lor-one common stock
split that occurred on December 15, 1998.
EBITA
_9-.ee~!~~~.~~:.om~_
1998 1997
1998 1997
$ 607 $ 529
493 467
706 573
192 200
325 427
(27) (13)
$2.296 $2,183
$ 503 $ 404
(93) (88)
454 391
1,369 1,184
$ 2,233 $1.891
$ 569 $ 481
213 166
506 374
110 113
125 150
(27). (13)
$1,496 $1.271
$ 374 $ 281
(96) (88)
454 391
992 877
$1,724 $1,461
(1) Includes net pretax gains of approxlm21e:,. $18 mil!lon . :998 J'1d $12 "',::Ion If', 19q7 ~~'3.~ed to the sale or cxr.ha~1~;:' oj certalf1 ca~'...... ~1-,lt~'.'ISIOIl ~;ystems
(2) Includes net preta>:. gains of approximatp,.' $90 :nllllon " 14~}A 2')('1 $?O,) million :') 1 99~,' 'elated to the sale Of ('.....:I~:1."':K' ol cerlarn (;i:J \~ :'.~:t:'/ISIOtl :'~f"Stcrns
40 liME WARNER INC 19Y8/,NNUAI. REPQ..'-
Time Warner had revenues of $14.582 billion and net
income of $168 million ($.31 loss per common share after
preferred dividend requirements) in 1998, compared to
revenues of $13.294 billion, income of $301 million before
an extraordinary loss on the retirement of debt ($.01 loss per
common share after preferred dividend requirements) and
net income of $246 million ($.06 loss per common share
after preferred dividend requirements) in 1997. Time
Warner's equity in the pretax income of the Entertainment
Group was $356 million in 1998, compared to $686 million
in 1997.
As previously described, the comparability of Time Warner's
and the Entertainment Group's operating results for 1998 and
1997 has been affected by certain significant nonrecurring
items .recognized in each period, consisting of gains and
losses relating to the sale or exchange of cable television
systems and other investment-related activity. These nonre-
curring items amounted to approximately $100 million of net
pretax losses in 1998, compared to approximately $660 mil-
lion of net pretax gains in 1997. In addition, preferred dividend
requirements for 1998 included a $234 million one-time
increase relating to the premium paid in connection with Time
Warner's re<;lemption of its Series M Preferred Stock, Lastly,
1997 included a $55 million extraordinary loss on the retire-
ment of debt. The aggregate net effect of these significant,
nonrecurring items was a decrease in income per common
share of $.25 per common share in 1998, compared to an
increase of $.27 per common share in 1997.
Time Warner's net income decreased to $168 million
in 1998, compared to net income of $246 million in 1997.
However, excluding the significant effect of the nonrecurring
items referred to above, net income increased by $300 mil-
lion to $236 million in 1998, compared to a net loss of
$64 million in 1997. As discussed more fully below, this
improvement principally resulted from an overall increase
in Time Warner's business segment operating income, an
increase in income from its equity in the pretax income of
the Entertainment Group and lower interest expense associ-
ated with Time Warner's debt reduction efforts and the
TWE-A/N Transfers. offset in part by higher losses from
certain Investments accounted for under the equity method
of accounting and lower gains on foreign exchange con-
tracts. Similarly. excluding the effect of these nonrecurring
items, normalized net loss per common share was $.06
in 1998, compared to a normalized net loss per common
share of $.33 in 1997.
The Entertainment Group had revenues of $12.256 billion
and net income of $331 million in 1998, compared to rev-
enues of $11.328 billion, income of $642 million before an
extraordinary loss on the retirement of debt and net income
of $619 million in 1997. Similarly, excluding the portion of the
nonrecurring items referred to above that was recognized by
the Entertainment Group, net income increased by $229 million
to $465 million in 1998, compared to $236 million in 1997.
As discussed more fully below, this improvement principally
resulted from an overall increase in the Entertainment Group's
business segment operating income (including the positive
effect of the TWE-A/N Transfers), offset in part by an increase
in interest expense associated with the TWE-A/N Transfers
and higher losses from certain investments accour;ted for
under the equity method of accounting.
The relationship between income before income taxes
and income tax expense of Time Warner is princi:Jally
affected by the amortization of goodwill and cer:ain other
financial statement expenses that are not deduc:ible for
income tax purposes. Income tax expense of Tif""e Warner
includes all income taxes related to its allocable share of
partnership income and its equity in the income :ax expe"lse
of corporate subsidiaries of the Entertainment G'oup,
TIME WARNER
Publishing Revenues increased to $4.496 bill,~.,. compared
to $4.290 billion in 1997. EBITA increased to $607 millio:-
from $529 million. Operating income increased :2 $569 ,,;:_
lion from $481 million. Revenues benefited prir- 2.'ily fro:"'" s,g-
niflcant increases in magazine advertising rever _~s. as \':el
as increases in magazine circulation revenues. T-,: increase
in advertising revenues was principally due to a s:'ong o'.e-all
advertising market for most of the division's ma:;:?Zines, p"_
marily led by People, Time, Entertainment WeeK:. Fortune and
In Style. The increase in circulation revenues was :Jrincipa!I\'
due to higher subscription and newsstand rever_es. prima<ly
led by the same magazines. EBITA and operatin~ ncome
increased principally as a result of the revenue s=.:ns. cos:
savings and one-time gains on the sale of cert2'. assets. off-
set in part by lower results from direct marketins :J:Jeratlors.
lIf,\[WM~I\'t'f~INC1~~JI\r...'. In 41
Music Revenues increased to $4.025 billion, compared to
$3.691 billion in 1997. EBITA increased to $493 million
from $467 million. Operating income increased to $213 mil-
lion from $166 million. Revenues benefited from an increase
in domestic and international recorded music sales principally
relating to higher compact disc sales of a broad range of
popular releases from new and established artists and mo.vie
soundtracks, as well as lower returns of product At the end
of December 1998, the Music division had a domestic mar-
ket share of 19.8%, as measured by SoundScan. EBITA and
operating income increased principally as a result of the rev-
enue gains and cost savings, offset in part by lower results
from direct marketing operations, higher artist costs and the
absence of certain one-time gains recognized in 1997.
Cable Networks-TBS Revenues increased to $3.325 bil-
lion, compared to $2.900 billion in 1997. EBITA increased to
$706 million from $573 million. Operating income increased
to $506 million from $374 million. Revenues benefited from
an increase in subscription and advertising revenues. The
increase in subscription revenues principally related to
the conversion of TBS Superstation from an advertiser-
supported broadcast superstation to a copyright-paid, cable
television service, which allows TBS Superstation to charge.
cable operators for the right to carry its cable television pro-
gramming. Subscription revenues also increased as a result
of an increase in subscriptions, primarily at CNN, CNN
International, TNT ICartoon Europe and Turner Classic
Movies, and higher rates. The increase in advertising rev-
enues was principally due to a strong overall advertising
market for most of the division's networks, including TNT,
Cartoon Network, TNT ICartoon Europe, CNN and CNN
Headline News. EBITA and operating income increased
pi incipally as a result of the revenue gains and lower pro-
gramming costs at TNT. offset in part by higher program-
ming costs at CNN and losses associated with the
Goodwill Games,
Filmed Entertainment-TBS Revenues Increased to
$1.917 billion, compared to $1.531 billion in 1997, EBITA
decreased to $192 million from $200 million. Operating
income decreased to $1 10 million from $1 13 million.
Revenues benefited from a significant increase in syndication
sales resulting from the renewal by existing television station
customers of second-cycle broadcasting rights for Seinfeld,
as well as an increase in worldwide theatrical and home
42 llM~ W.\RN[R INC. 19ge Af\:NUAL RfrORT
video revenues at New Line Cinema Despite the revenue
increa:..t:, EBITA and operating income decreased principally
as a result of film write-offs relating to disappointing results
for theatrical releases of Castle Rock Entertainment in the
first half of 1998.
Cable Revenues decreased to $964 million, compared to
$997 million in 1997. EBITA decreased to $325 million from
$427 million. Operating income decreased to $125 million
from $150 million. The Cable division's 1998 operating results
were negatively affected by the aggregate net impact of the
deconsolidation of certain of its operations in connection with
the 1998 Cable Transactions. Excluding the effect of the 1998
Cable Transactions, revenues increased principally as a result
of an increase in basic cable subscribers, increases in regulated
cable rates and an increase in advertising revenues. Similarly
excluding the effect of the 1998 Cable Transactions, EBITA
and operating income increased principally as.a result of the
revenue gains and approximately $6 million of higher, net pre-
tax gains relating to the sale or exchange of certain cable tele-
vision systems, offset in part by higher depreciation related to
capital spending.
Interest and Other, Net Interest and other, net, increased
to $1.180 billion :n 1998, compared to $1.044 bi.llion in
1997. Interest expense decreased to $891 million, compared
to $1.049 billion. principally due to lower average debt levels
associated with the Company's debt reduction efforts and
the 1WE-A/N Transfers. There was other expense, ne~ of
$289 million in 1998 compared to other income, net of $5 mil-
lion in 1997, primarily due to lower investment-related income,
as well as lower gains on foreign exchange contracts and
higher losses associated with the Company's asset securitiza-
tion program. The s:gnificant decrease in investment-related
income principallv resulted from the absence of a $200 mil-
lion pretax gain rEcognized in i 997 in connection with the
disposal of Time \','arner's interest in Hasbro and higher
losses in 1998 from certain Investments accounted for
under the equity ~ethod of accounting.
ENTERTAINMENT GROUP
Filmed Entertainment-Warner Bros. Revenues increased
to $6.061 billion, compared to $5.472 billion in 1997, EBITA
increased to $503 million from $404 million. Operating
income increased ~o $374 million from $281 million.
Revenues benefited from a significant increase in licensing
fees from television production and distribution operations,
principally relating to the initial off-network domestic syndi-
cation availability of Friends and the initial off-network basic
cable availability of ER, as well as an increase in revenues
from consumer products licensing operations. EBITA and
operating income benefited principally from the revenue
gains and cost savings, offset in part by lower international
syndication sales of library product and lower results from
theatrical releases. In addition, EBITA and operating income
for each period included certain one-time gains on the sale
of assets that were comparable in amount and therefore,
did not have any significant effect on operating trends.
Broadcasting-The WB Network Revenues increased to
$260 million, compared to $136 million in 1997. EBITA
decreased to a loss of $93 million from a loss of $88 mil-
lion. Operating losses increased to $96 million from
$88 million. Revenues increased as a result of higher
advertising sales relating to improved television ratings
and the addition of a fourth night of prime-time program-
ming .in January 1998 and a fifth night in September
1998. Despite the revenue increase, operating losses
increased because of a lower allocation of losses to a minor-
ity partner in the network. However, excluding this minority
interest effec~ operating losses improved principally as a result
of the revenue gains, which outweighed higher programming
costs associated with the expanded programming schedule.
Cable Networks-HBO Revenues increased to $2.052 bil-
lion, compared to $1.923 billion in 1997. EBITA and operat-
ing income increased to $454 million from $391 million.
Revenues benefited primarily from an increase in subscriptions
to 34.6 million from 33.6 million at the end of 1997. EBITA
and operating income improved principally as a result of the
revenue gains and, to a lesser extent cost savings and higher
income from Comedy Central. a 500f0-owned equity investee.
Cable Revenues increased to $4.378 billion, compared to
$4.243 billion in 1997. EBITA increased to $1.369 billion from
$1 .184 billion. Operating income increased to $992 million
from $877 million. The Cable division's 1998 operating results
were positively affected by the aggregate net impact of the
1998 Cable Transactions, Excluding the effect of the 1998
Cable Transactions, revenues increased principally as a result
of an increase in basic cable subscribers, increases in regu-
lated cable rates and an increase in adv~rtising revenues.
Similarly excluding the effect of the 1998 Cable Transactions,
EBITA and operating income increased principally as a result
of the revenue gains, offset in part by higher depreciation
related to capital spending and approximately $11 0 million
of lower, net pretax gains relating to the sale or exchange of
certain cable television systems.
As of December 31, 1998, including the cable operations
of TWE-A/N and TWI Cable Inc. ("TWI Cable"), there were
12.6 million subscribers under the management of TWE's
Cable division, as compared to 12.0 million subscribers at
the end of 1997. The number of subscribers at the end of
1997 excludes all direct broadcast satellite subscribers that
were transferred to Primestar in 1998 in connection with
the Primestar Roll-up Transaction.
Interest and Other, Net Interest and other, net, increased
to $965 million in 1998, compared to $357 million in 1997.
Interest expense increased to $566 million, compared to
$494 million in 1997, principally due to higher average debt
levels associated with the TWE-A/N Transfers, There was
other expense, net, of $399 million in 1998, compared to
other income, net, of $137 million in 1997, primarily due to
lower investment-related income, as well as higher losses
associated with TWE's asset securitization program. The
significant decrease in investment-related income principally
resulted from the absence of an approximate $250 million
pretax gain recognized in 1997 in connection with the sale
of an interest in E! Entertainment, the inclusion of an approx-
imate $210 million charge recorded in 1998 principally to
reduce the carrying value of an interest in Primestar and
higher losses In 1998 from certain investments accounted
for under the equity method of accounting.
T!Mr WARNER INC 19~-m ANNUAl RfPQRT 43
1997 Y5. 1996
EBITA and operating income in 1997 and 199b are as follows:
EBITA Operating Income
Historical Pro Forma Historical Historical Pro Forma Historical
Years Ended December 31, (millions) 1997 1996 1996 1997 1996 1996
Time Warner:
Publishing $ 529 $ 464 $ 464 $ 481 $ 418 $ 418
-Music 467 653 653 166 361 361
Cable Networks-TBS 573 472 142 374 297 99
Filmed Entertainment-TBS 200 (116) 30 113 (202) 8
Cable(l) 427 353 353 150 75 75
.~r.-'~~~~.~.~.~.~.r.-'~.~!.~~i~~!.i.?.~...._,......_ (13) (10) 5 (13) (10) 5
........._.._....H...._...............................__.............
Total $2,183 $1,816 $ 1,647 $1,271 $ 939 $ 966
Entertainment Group:
Filmed Entertainment-Warner Bros. $ 404 $ 379 $ 379 $ 281 $ 254 $, 254
Broadcasting-The WB Network (88) (98) (98) (88) (98) (98)
Cable Networks-HBO 391 328 328 391 328 328
Cablell) 1,184 917 917 877 606 606
............................ .. .......................... . . ................_.H....
Total $1,891 $1,526 $1,526 $1,461 $1,090 $1,090
(1) Includes net pretax 9ains in 1997 of approximately $12 million for Time Warner and $200 million for the Entertainment Group related to the sale or exchange
of certain cable television systems,
Time Warner had revenues of $13.294 billion, income of
$301 million before an extraordinary loss on the retirement
of debt ($.01 loss per common share after preferred dividend
requirements) and net income of $246 million ($.06 loss
per common share after preferred dividend requirements)
in 1997, compared to revenues of $10.064 billion, a loss of
$156 million before an extraordinary loss on the retirement
of debt ($.48 per common share after preferred dividend
requirements) and a net loss of $191 million ($.52 per com-
mon share after preferred dividend requirements) in 1996.
Time Warner's equity in the pretax income of the Entertain-
ment Group was $686 million in 1997, compared to
$290 million in 1996.
Time Warner's historical results of operations include
the operating results of TBS from October 10, 1996.
On a pro forma basis, giving effect to the 1996 Time
Warner Transactions as if each of such transactions had
occurred at the beginning of 1996, Time Warner would
have reported for the year ended December 31, 1996,
revenues of $12.799 billion, depreciation expense of
$368 million, EBITA of $1.816 billion, operating income
of $939 million, equity in the pretax income of the
44 TIMf,'W~R.N[R INC, 1998 M\~NUAL REPORl
Entertainment Group of $290 million, a loss before extraor-
dinary item of $282 million ($.52 per common share) and
a net loss of $317 million ($.55 per common share). No
pro forma financial information has been presented for Time
Warner for the year ended December 31, 1997 because
the 1996 Time Warner Transactions are already reflected
in the historical financial statements of Time Warner.
As previously described. the comparability of Time
Warner's and the Entertainment Group's historical operating
results for 1997 and pro forma results for 1996 has been
affected further by certain significant nonrecurring Items
recognized in 1997, consisting of net pretax gains relating
to the sale or exchange of cable television systems and
other investment-related activity. These nonrecurring items
amounted to approximately $660 million of net pretax gains
in 1997, In addition, net income (loss) in each period
included extraordinary losses on the retirement of debt of
$55 million in 1997 and $35 million in 1996. The aggregate
net effect of these significant. nonrecurring items was an
increase in income per common share of $.27 In 1997,com-
pared to a decrease of $,03 per common share in 1996.
Time Warner's operating results improved from a pro forma
net loss of $317 million in 1996 to net income of $246 mil-
lion in 1997. Excluding the significant effect of the nonrecur-
ring items referred to above, Time Warner's net loss improved
by $218 million to a net loss of $64 million in 1997, com-
pared to a net loss of $282 million on a pro forma basis in
1996. As discussed more fully below, this improvement princi-
pally resulted from an overall increase in Time Warner's EBITA
and operating income and an increase in income from its
equity in the pretax income of the Entertainment Group.
Similarly, excluding the effect of these nonrecurring items,
normalized net loss per common share was $.33 in 1997,
compared to a normalized net loss per common share of
$.52 on a pro forma basis in 1996.
On a historical basis, these underlying operating trends
were mitigated by an overall increase in interest expense
principally relating to the assumption of approximately $2.8 bil-
lion of debt in the TBS Transaction, and an increase in noncash
amortization of intangible assets, also relating to the TBS
Transaction. On a historical basis, after preferred dividend
requirements that increased by $62 million due to the April
1996 issuance of Series M Preferred Stock, Time Warner's net
loss applicable to common shares improved to $73 mijlion for
the year ended December 31, 1997, compared to $448 mil- .
lion for the year ended December 31, 1996. This improve-
ment, as well as the dilutive effect from issuing 359.6 million
equivalent shares of common stock in connection with the
TBS Transaction, resulted in a net loss per common share
of $.06 for the year ended December 31, 1997, compared
to a $.52 net loss per common share for the year ended
December 31, 1996.
On a historical basis. the Entertainment Group had rev-
enues of $11.328 billion, income of $642 million before
an extraordinary loss on the retirement of debt and net
income of $619 million in 1997, compared to revenues of
$10.861 billion and net income of $220 million in 1996.
Similarly, excluding the portion of the nonrecurring items
referred to above that was recognized by the Entertainment
Group, net income increased by $16 million to $236 mil-
lion in 1997, compared to $220 million in 1996. As dis-
cussed more fully below. this impoovement principally
resulted from an overall increase in EBITA and operating
income generated by the Entertainment Group's business
segments, offset in part by an increase in minority interest
expense related to TWE-A/N.
The re>I'ltionship between income before income taxes
and income tax expense of Time Warner is principally
affected by the amortization of goodwill and certain other
financial statement expenses that are not deductible for
income tax purposes. Income tax expense of Time Warner
includes all income taxes related to its allocable share of
partnership income and its equity in the income tax expense
of corporate subsidiaries of the Entertainment Group.
TIME WARNER
Publishing Revenues increased to $4.290 billion,
compared to $4.117 billion in 1996. EBITA increased
to $529 million from $464 million. Operating income
increased to $481 million from $418 million. Excluding
the effect of operations that were either recently sold or
acquired, revenues benefited from a significant increase in
magazine advertising revenues, as well as increases in circu-
lation and direct marketing revenues. Contributing to the
revenue gains were increases achieved by. People. Sports
Illustrated, Time, Entertainment Weekly. In Style and direct
marketer Book-of-the-Month Club. EBITA and operating
income increased principally as a result of the revenue
gains and, to a lesser extent, continued cost savings.
"~
Music Revenues decreased to $3.691 billion, compared to
$3.949 billion in 1996. EBITA decreased to $467 million
from $653 million. Operating income decreased to $166 mil-
lion from $361 million. Despite the Music division having
a domestic market share for the year of 20% as measured
by SoundScan. the decline in revenues principally related to
softness in the overexpanded U.S. retail marketplace, artist
delays affecting the timing of releases of new product and
a decline in International recorded music sales. EBITA and
operating income decreased principally as a result of the
decline in revenues and lower results from direct marketing
activities. offset in part by certain one-time gains.
Cable Networks-TBS Cable Networks results reflect the
acquisition of TBS effective in October 1 996. Such operat-
ing results are not comparable to the prior year and, accord-
ingly, are discussed on a pro forma basis.
Revenues increased to $2.900 billion, compared to
$2.477 billion on a pro forma basis in 1996. EBITA
increased to $573 million from $472 million. Operating
income increased to $374 million from $297 million.
llt..~r ,WArmeR It~C. 199(1 ANNUAl .rH r'ORl 4.5.
Revenues benefited from increases in advertising and
subscription revenues. Advertising revenues increased due!
to a strong overall advertising market for the division's major
branded networks, including TNT, TBS Superstation, CNN
and Cartoon Network. Subscription revenues increased as
a result of higher rates and an increase in subscriptions,
primarily at TNT, CNN, Cartoon Network and Turner Classic
Movies. EBITA and operating income increased principally as
a result of the revenue gains, offset in part by start-up costs
for new networks, including the sports news network CNNISI
and the Spanish-language news network CNN en Espanol.
Filmed Entertainment-TBS Filmed Entertainment results
reflect the acquisition of TBS effective in October 1996.
Such operating results are not comparable to the prior year
and, accordingly, are discussed on a pro forma basis.
Revenues increased to $1.531 billion, compared to
$1.458 billion on a pro forma basis in 1996. EBITA increased
to $200 million from a loss of $116 million. Operating income
increased to $113 million from a loss of $202 million.
Revenues benefited from increases in worldwide theatrical,
home video and television distribution revenues. EBITA and
operating income increased principally as a result of the
revenue gains, merger-related cost savings and the absence
of approximately $200 million of write-offs recorded in 1996
that related to disappointing results for theatrical releases,
Cable Revenues increased to $997 million, compared to
$909 million in 1996. EBITA increased to $427 million from
$353 million. Operating income increased to $150 million
from $75 million. Revenues benefited from an increase in
basic cable subscribers, increases in regulated cable rates
and an increase in advertising and pay-per-view revenues.
EBITA and operating income increased principally as a result
of the revenue gains, as well as gains of approximately
$12 million recognized in 1997 in connection with the sale
of certain investments.
Interest and Other, Net Interest and other, net, decreased
to $1.044 billion in 1997, compared to $1.174 billion in 1996.
Interest expense increased to $1.049 billion, compared to
$968 million, principally due to the assumption of approxi'
mately $2.8 billion of debt in the TBS Transaction. There was
other income, net, of $5 million in 1997 compared to other
expense, net, of $206 million in 1996, principally because of
the recognition of a $200 million pretax gain In 1997 in con-
nection with the redemption of certain mandatorily redeemable
46 TIME WAf~Nf.R INC 1998 ANNUAL REPORT
~y:
preferred securities and the related disposal of Time Warner's
interest in Hasbro and lower losses from the reduction in car-
rying value of certain investments, offset in part by costs asso-
ciated with the Company's asset securitization program.
ENTERTAINMENT GROUP
Filmed Entertainment-Warner Bros. Revenues decreased
to $5.472 billion, compared to $5,648 billion in 1996. EBITA
increased to $404 million from $379 million. Operating
income increased to $281 million from $254 million.
Revenues decreased principally as a result of lower world-
wide theatrical and home video revenues, offset in part by
increases in worldwide television distribution revenues.
EBITA and operating income increased principally as a result
of high-margin sales of library product that contributed to
the strong performance of worldwide television distribution
operations, cost savings and certain one-time gains, offset in
part by higher depreciation principally relating to the expan-
sion of theme parks and consumer products operations.
Broadcasting-The WB Network Revenues increased to
$136 million, compared to $87 million in 1996. EBITA and
operating losses improved to a loss of $88 million from a
loss of $98 million. The increase in revenues primarily
resulted from the expansion of programming in September
1996 to three nights of prime-time scheduling and the
expansion of Kids' WBf, the network's animated program-
ming lineup on Saturday mornings and weekdays. The 1997
operating loss improved principally as a result of the revenue
gains and the effect of an increase in a limited partner's
interest in the network that occurred in early 1997.
Cable Networks-HBO Revenues increased to $1.923 bil-
lion, compared to $1.763 billion in 1996. EBITA and operat-
ing income increased to $391 million from $328 million.
Revenues benefited primarily from an increase in subscrip-
tions to 33.6 million from 32.4 million at the end of 1996.
EBITA and operating income improved principally as a result
of the revenue gains and, to a lesser extent, cost savings.
Cable Revenues increased to $4.243 billion, compared to
$3.851 billion in 1996. EBITA increased to $1.184 billion
from $917 million. Operating income increased to $877 mil-
lion from $606 million, Revenues benefited from an increase
in basic cable and Primestar-related, direct broadcast satel-
lite subscribers, increases in regulated cable rates and an
increase in advertising and pay-per-view revenues. EBITA
and operating income increased principally as a result of
the revenue gains, as well as net gains of approximately
$200 million recognized in 1997 in connection with the
sale or exchange of certain cable systems. The increases in
EBfTA and operating income were partially offset by higher
depreciation related to capital spending.
As of December 31, 1997, including Primestar-related,
direct broadcast satellite subscribers and the cable opera-
tions of TWE-A/N and TWI Cable, there were 12,6 million
subscribers under the management of TWE's Cable division,
as compared to 12.3 million subscribers at the end of 1996.
Interest and Other, Net Interest and other, net, decreased
to $357 million in 1997, compared to $524 million in
1996, Interest expense increased to $494 million, com-
pared to $478 million in 1996. There was other income,
net, of $137 million in 1997, compared to other expense,
net, of $46 million in 1996, principally due to higher gains
on asset sales, including an approximate $250 million pretax
gain on the sale of an interest in E! Entertainment recog-
nized in 1997. This income was offset in part by higher
losses from reductions in the carrying value of certain invest-
mentsand the dividend requirements on preferred' stock of
a subsidiary issued in February 1997.
FINANCIAL CONDITION AND LIQUIDITY
DECEMBER 31,1998
TIME WARNER
1998 Financial Condition At December 31, 1998, Time
Warner had $10.9 billion of debt, $442 million of available
cash and equivalents (net debt of $10.5 billion), $895 mil-
lion of borrowings against future stock option proceeds,
$575 million of mandatorily redeemable preferred securities
of a subsidiary and $8.9 billion of shareholders' equity, com-
pared to $11.8 billion of debt, $645 million of available cash
and equivalents (net debt of $11.2 billion). $533 million of
borrowings against future stock option proceeds, $575 million
of mandatorily redeemable preferred securities of a subsidiary,
$1.9 billion of Series M Preferred Stock and $9.4 billion of
shareholders' equity at December 31, 1 997.
Financing Activities During 1998, Time Warner continued
its debt reduction efforts. Debt reduction of approximately
$3 billion was partially offset by a $2. 1 billion increase in debt
in order to fund the 1998 redemption of Time Warner's Series M
Preferred Stock. This debt reduction was achieved principally by
using cash provided by operations, proceeds from certain asset
sales, cash distributions from TWE and the noncash transfer of
approximately $1 billion of debt to TWE-A/N as part of the
TWE-A/N Transfers,
In addition, during 1998, holders of Time Warner's $1.15 bil-
lion of zero-coupon convertible notes due 2013 (the .Zero-
Coupon Convertible Notes") converted their notes into an
aggregate 37.4 million shares of Time Warner common stock.
In order to partially offset the dilution resulting from this conver-
sion, Time Warner incurred a corresponding $1.15 billion
of debt and used the proceeds to repurchase common stock.
Stock Option Proceeds Credit Facility In early 1998, Time
Warner entered into a new five-year, $1.3 billion revolving credit
facility (the .Stock Option Proceeds Credit Facility"), which
replaced its previously existing facility. Borrowings under the
Stock Option Proceeds Credit Facility are principally used to
fund stock repurchases and approximately $12 million of futJre
preferred dividend requirements on Time Warner's convertible
preferred stock. At December 31, 1998 and 1997, Time Warner
had outstanding borrowings against future stock option pro-
ceeds of $895 mil/ion and $533 million, respectively.
Because borrowings under the Stock Option Proceeds
Credit Facility are expected to be principally repaid by Time
Warner from the cash proceeds related to the exercise of
employee stock options, Time Warner's principal credit ratins
agencies have concluded that such borrowings and related
financing costs are credit neutral and are excludable from
debt and interest expense, respectively, for their purposes
in evaluating Time Warner's leverage and coverage ratios.
In addition, because Time Warner has committed to use the
Stock Option Proceeds Credit Facility to fund preferred
dividend requirements on certain series of its convertible
preferred stock, and has entered into certain escrow arrange-
ments, Time Warner's principal credit rating agencies similar:.'
exclude such preferred diVidend requirements for purposes
of evaluating Time Warner's coverage ratio. See Note 8 to
the accOmpanying consolidated financial statements for a
summary of the principal terms of the Stock Option
Proceeds Credit Facility.
Redemption of Series M Preferred Stock In December
1998, Time Warner redeemed all of its outstanding shares 0'
10%% Series M Preferred Stock, The aggregate redemptior
cost of approximately $2.1 billion was funded with proceeds
llt/l vlr,rnH I~ IrW PJq,', ^!~~\":\I r.-r fIO;,' 47
from the issuance of lower-cost debt (the "1998 Series M
Refinancing"). Because the weighted-average interest rate of
the debt is approximately 375 basis points lower than the divi-
dend rate of the Series M Preferred Stock and the interest on
the debt is tax deductible (whereas dividends are not), Time
Warner expects to realize approximately $100 to $125 million
of annual cash savings as a result of this redemption.
Preferred Stock Conversions During,1~98 and January
1999, Time Warner issued approximately 66 million shares of
common stock in connection with the conversion of 15.8 mil-
lion shares of convertible preferred stock. These conversions
are expected to result in approximately $60 million of cash
dividend savings in the aggregate for Time Warner through
the end of 1999.
Common Stock Repurchase Program During 1998,
Time Warner acquired 59.9 million shares of its common stock
at an aggregate cost of $2.24 billion under its existing common
stock repurchase program, thereby increasing the cumulative
shares purchased to approximately 95.1 million shares at an
aggregate cost of $3.04 billion. Except for repurchases of
common stock using borrowings in 1998 that offset $1.15 bil-
lion of debt reduction associated with the conversion of the
. .
Zero-Coupon Convertible Notes into common stock, these
. repurchases were funded with stock option exercise proceeds
and borrowings 'under Time Warner's Stock Option Proceeds
Credit Facility.
In January 1999, Time Warner's Board of Directors
authorized a new common stock repurchase program that
allows the Company to repurchase, from time to time, up to
$5 billion of common stock. This program is expected to be
completed over a three-year period. However. actual repur-
chases in any period will be subject to market conditions.
Along with stock option exercise proceeds and borroWings
under the Stock Option Proceeds Credit Facility, additional
funding for this program is expected to be provided by antici-
pated future free cash flow and financial capacity.
Credit Statistics The combination of EBITA growth, con-
trolled capital spending and debt reduction has resulted in
improvements in Time Warner's financial condition and overall
financial flexibility, as reflected in its strengthening financial
ratios. These ratios, consisting of commonly used financial
measures such as leverage and coverage ratios, are used by
credit rating agencies and other credit analysts to measure
the ability of a company to repay debt (Ievcrage) and to pay
interest and prcferred dividends (coverage). As a result of the
48 TI;>"~; Wf.l~:~: \.' ::-,:; . ,.~:\ :,!j:J'j!.1 Pl ;,{);,,-
continuing improvements in Time Warner's financial perfor-
mance, each of Standard & Poor's and Moody's, Time Warner's
principal credit rating agencies, upgraded Time Warner in
1998 to an improved investment-grade credit rating.
The leverage and coverage ratios are set forth below for
each of Time Warner and Time Warner and the Entertain-
ment Group combined. Certain rating agencies and other
credit analysts place more emphasis on the combined ratios,
while others place more emphasis on the Time Warner
stand-alone ratios. It should be understood, however, that the
assets of the Entertainment Group are not freely available
to fund the cash needs of Time Warner. The leverage ratio
represents the ratio of total debt, less available cash and
equivalents, to total business segment operating income
before depreciation and amortization, less corporate
expenses ("Adjusted EBITDA"). The coverage ratio repre-
sents the ratio of Adjusted EBITDA to total interest
expense and/or preferred dividends.
Historical Pro Forma
1998 1997 1996(a)
Time Warner and
Entertainment Group
combined:
Leverage ratio 3.0x 3.2x 4,lx
Interest coverage ratio(b) 4.0x 3.5x 2.9x
Interest and preferred dividends
coverage ratio(b)(c) 3.3x 2.8x 2,3x
Time Warner:
Leverage ratio
Interest coverage ratio(b)
Interest and preferred dividends
_ co~erag~-.':.a.!,?~b),(c) __'.._____,_2.3x __~ .9x _::~
4.1x
3.1x
4.5x
2.5x
5.9x
2.0x
(a) Pre; ;O':'~;;: '3~:05 for 1996 give effect to the 1996 Time Warner Transactions as
d ~hCi h;.: ':':C'Jrred a~ the ~eginning of 1996, Historical ratios for 1996 are
no~ mea;", ... ;;ful and ha....e r.ot been presented because they reflect the operating
res:.Jits C:~ ~3S for onl, a portion of the year in comparison to year~end net
debt le~'e ::
(b) Exclude' -'~e'est paid to TWE in conneclion with borrowings under Time
Wam€r.s 5400 milhon crecit agreement WIth TWE and excludes interest on
borro.."c,; onder the 5:oc, Option Proceeds Credil Facility,
(e) lnc::,.jdes c>. cends related to certain preferred securities of subsidiaries.
E~.cludes ::-~eferred dlVlder.ds I",at Time Warner has funded with borrowings
unce; !"'-::- S'ock Options Proc~eds Credit FaCility.
Cash Flows During 1998, Time Warner's cash provided by
operations amounted to $1.845 billion and reflected $2.296 bil-
lion of EBITA from its Publishing, Music, Cable Networks-TBS,
Filmed Entertainment-TBS and Cable businesses, $378 million
of noncash depreciation expense, $17 million of proceeds from
Time Warner's asset securitization program and $698 million of
distributions from lWE (excluding $455 million representing the
return of a portion of the Time Warner General Partners' Senior
Capital interest that has been classified as a source of cash from
investing activities), less $812 million of interest payments,
$209 million of income taxes, $86 million of corporate expenses
and $437 million related to an increase in other working capital
requirements, balance sheet accounts and noncash items.
Cash provided by operations of $1.408 billion in 1997 reflected
$2,183 billion of business segment EBITA, $382 million of
noncash depreciation expense, $108 million of proceeds from
Time Warner's asset securitization program and $479 million of
distributions from lWE (similarly excluding $455 million repre-
senting the return of a portion of the Time Warner General
Partners' Senior Capital interest that has been classified as a
source of cash from investing activities), less $929 million of
interest payments, $253 million of income taxes, $81 million
of corporate expenses and $481 million related to an increase
in other working capital requirements, balance sheet accounts
and noncash items.
Cash provided by investing activities was $353 million
in 1998, compared to cash used by investing activities of
$45 million in 1997, principally as a result of lower capital
expenditures and an increase in investment proceeds relat-
ing to Time Warner's debt reduction efforts, partially offset
by an increase in cash used for investments and acquisitions.
Cash used for investments and acquisitions in 1998 was
offset in part by the effect of consolidating approximately
$200 million of cash of Paragon Communications ("Paragon")
in connection with the lWE-A/N Transfers. Capital expenditures
decreased to $512 million in 1998, compared to $574 million
in 1997.
Cash used by financing activities was $2.401 billion in
, 1998, compared to $1,232 billion in 1997. During 1998.
Time Warner issued approximately $2.1 billion of debt and
used the proceeds therefrom to redeem its Senes M Pre-
ferred Stock. Time Warner also had additional borrowings In
1998 that offset the noncash reduction of $1.15 billion of
debt relating to the conversion of the Zero-Coupon
Convertible Notes into common stock. Time Warner used the
proceeds from these borrowings, together with most of
the combined $740 million of proceeds received from the
exercise of employee stock options and $362 million of net
borrowings against future stock option proceeds, to repur-
chase approximately 59.9 million shares of Time Warner
common stock at an aggregate cost of $2.24 billion. In
addition, Time Warner paid $524 million of dividends in
1998, reflecting its election in 1998 to pay dividends on
its Series M Preferred Stock in cash rather than in-kind.
Cash used by financing activities in 1997 principally resulted
from approximately $1 billion of debt reduction, the repur-
chase of approximately 12.4 million shares of Time Warner
common stock at an aggregate cost of $344 million and the
payment of $338 million of dividends, offset in part by pro-
ceeds received from the exercise of employee stock options.
The assets and cash flows of lWE are restricted by certain
borrowing and partnership agreements and are unavailable to
Time Warner except through the payment of certain fees, reim-
bursements, cash distributions and loans, which are subject to
limitations. Under its bank credit agreement, TWE is permitted
to incur additional indebtedness to make loans, advances,
distributions and other cash payments to Time Warner, subjec:
to its individual compliance with the cash flow coverage and
leverage ratio covenants contained therein.
Management believes that Time Warner's operating cash
flow, cash and equivalents and additional borrowing capacity
are sufficient to fund its capital and liquidity needs for the
foreseeable future without distributions and loans from
TWE above those permitted by existing agreements.
ENTERTAINMENT GROUP
1998 Financial Condition At December 31, 1998, the
Entertainment Group had $6.6 billion of debt, $87 million
of cash and equivalents (net debt of $6.5 billion), $217 million
of preferred stocl{ of a subsidiary, $603 million of Time Warner
General Partners' Senior Capital and $5.2 billion of partners'
capital, compared to $6.0 billion of debt, $322 million of cash
and equivalents (r.et debt of $5.7 billion). $233 million of pre-
ferred stock of a subSidiary. $ 1.1 billion of Time Warner Genera'
Partners' Senior Capital and $6.4 billion of partners' capital at
December 31. 1997 Net debt of the Entertainment Group
increased In 1998 principally as a result of the TWE-A/N
Transfers and increased borrOWings to fund cash distributions
)1\11 1.';:, iit..'I !,' ilii: 1')(11; ^~J'-:,,:' ;':' 49
f'
paid to Time Warner, partially offset by approximately $650 mil-
lion of debt reduction associated with the formation of a cable
television joint venture in Texas (the "Texas Cable Joint Venture")
with TCI Communications, Inc. ("TC'"), a subsidiary of Tele-
Communications, Inc.
Credit Statistics Entertainment Group leverage and
coverage ratios for 1998, 1997 and 1996 were as follows:
Leverage ratio
Interest coverage ratio(a)
1998
2.1x
5.3x
Historical
1997
2.0x
5.4x
1996
2.4x
4.Bx
(a) Includes dividends related to the preferred stock of a subsidiary.
Cash Flows In 1998, the Entertainment Group's cash pro-
vided by operations amounted to $2,288 billion and reflected
$2.233 billion of EBITA from the Filmed Entertainment-Warner
Bros" Broadcasting-The WB Network, Cable Networks-HBO
and Cable businesses, $927 million of noncash depreciation
expense and $166 million from TWE's asset securitization pro-
gram, less $537 million of interest payments, $91 million of
income taxes, $72 million of corporate expenses and $338 mil-
lion related to an increase in working capital requirements, other
balance sheet accounts and noncash items. Cash provided by
operations of $1.799 billion in 1.997 reflected $1.891 billion of
business segment EBITA, $956 million of noncash depreciation
expense and $300 million from TWE's asset securitization pro-
gram, less $493 million of interest payments, $95 million of
income taxes, $72 million of corporate expenses and $688 mil-
lion related to an increase in working capital requirements, other
balance sheet accounts and noncash items.
Cash used by investing activities was $745 million in 1998,
compared to $1.217 billion in 1997, principally as a result of
a $726 million increase in investment proceeds, offset in part
by a reduction of cash flows from investments and acquisitions
related to the deconsolidation of approximately $200 million
of Paragon's cash in connection with the TWE-A/N Transfers.
Investment proceeds increased principally due to TWE's debt
reduction efforts, including proceeds from the sale of TWE's
remaining interest in Six Flags Entertainment Corporation and
the receipt of approximately $650 million of proceeds upon the
50 TIM[WARN[R If\:C 1998 ANNUAL REPORl
formation of the Texas Cable Joint Venture. Capital expendi-
tures were $1.603 billie,l in 1998, compared to $1.565 bil-
lion in 1997.
Cash used by financing activities was $1.778 billion in
1998, compared to $476 million in 1997. The use of cash
in 1998 principally reflected $1,153 billion of distributions
paid to Time Warner and the use of investment proceeds to
reduce debt in connection with TWE's debt reduction efforts.
The use of cash in 1997 principally reflected $934 million of
distributions paid to Time Warner, offset in part by $243 mil-
lion of aggregate net proceeds from the issuance of pre-
ferred stock of a subsidiary and an increase in borrowings
used to fund cash distr;butions to Time Warner.
Management believes that the Entertainment Group's
operating cash flow, cash and equivalents and additional bor-
rowing capacity are sufficient to fund its capital and liquidity
needs for the foreseeable future.
Cable Capital Spending Time Warner Cable has been engaged
in a plan to upgrade the technological capability and reliability of
its cable television systems and develop new services, which it
believes will keep the business positioned for sustained, long-term
growth. Capital spending by Time Warner Cable, including the
cable operations of both rime Warner and TWE, amounted to
$1.676 billion in 1998, compared to $1.683 billion in 1997.
Cable capital spending for 1999 is budgeted to be approxi-
mately $1.5 billion and is expected to continue to be funded
by cable operating cash flow. In exchange for certain flexibility
in establishing cable rate pricing structures for regulated services
and consistent with Time Warner Cable's long-term strategic
plan, Time Warner Cable agreed with the Federal Communi-
cations Commission (the "FCC") in 1996 to invest a total of
$4 billion in capital costs in connection with the upgrade of its
cable infrastructure. The agreement with the FCC covers all
of the cable operations of Time Warner Cable, including the
owned or managed cable television systems of Time Warner,
TWE and TWE-A/N. As of December 31, 1998, Time Warner
Cable had approximately $' billion remaining under thiS
commitment. Management expects to satisfy this commitrnent
by December 31, 2000 when Time Warner Cable's techno-
logical upgrade of its cable television systems is scheduled
to be substantially completed.
CABLE STRATEGY
In addition to using cable operating cash flow to finance the
level of capital spending necessary to upgrade the technolog-
ical capability of cable television systems and develop new
services, Time Warner, TWE and TWE-A/N have completed
or announced a series of transactions over the past year
related to the cable television business and related ancillary
businesses. These transactions consist of the TWE-A/N
Transfers, the Primestar Roll-up Transaction, the Time Warner
Telecom Reorganization, the formation of the Road Runner
Joint Venture, the formation of the Texas Cable Joint Venture
and other TCI-related cable transactions and the anticipated
formation with AT&T Corp. ("AT&T") of a cable telephony joint
venture (the "AT&T Cable Telephony Joint Venture").
All of these transactions have reduced, or will reduce,
either existing debt and/or Time Warner's and TWE's share
of future funding requirements for these businesses. In addi-
tion, the formation of the Road Runner Joint Venture and,
ultimately, the AT&T Cable Telephony Joint Venture, when
completed, will enable Time Warner Cable to leverage its
technologically advanced, high-capacity cable architecture
into new opportunities to create incremental value through
the development and exploitation of new services with
strategic partners, such as AT&T, Microsoft Corp. and
Compaq Computer Corp.
The proposed AT&T Cable Telephony Joint Venture is
discussed more fully below and the other transactions are
described in Note 2 to the accompanying consolidated
financial statements.
AT&T Cable Telephony Joint Venture In February 1999,
Time Warner, TWE and AT&T announced their intention to
form a strategic joint venture. This joint venture will offer
AT&T-branded cable telephony service to residential and
small business customers over Time Warner Cable's televi-
sion systems for up to a twenty-year period. This transaction
effectively will allow Time Warner Cable to leverage its exist-
ing cable infrastructure into a new growth opportunity in a
. non-core business, without the need for any incremental
capital investment.
Under the preliminary terms announced by the parties,
the joint venture will be owned 22.5% by Time Warner Cable
and 77.5% by AT&T. AT&T will be responsible for funding all
of the joint venture's negative cash flow and Time Warner
Cable's equity interest in the joint venture will not be diluted
asa result of AT&Ts funding obligations. BecauSe AT&T i~
expected to have significant funding obligations through at
least the first three years of the joint venture's operations
when capital will be deployed and services first rolled-out,
Time Warner Cable expects to benefit from the additional
value created from its 'carried" interest
In addition to its equity interest, Time Warner Cable
is expected to receive the following payments from
the joint venture:
(i) Approximately $300 million of initial access fees,
based on a rate of $ 1 5 per home passed that is payable in
two annual installments once a particular service area ha~
been upgraded and powered for cable telephony service.
Time Warner Cable is expected to receive additional access
fees in the future as its cable television systems continue
to pass new homes.
(ij) Recurring monthly subscriber fees in the initial amount
of $1.50 per telephony subscriber, to be adjusted periodically
to up to $6.00 per telephony subscriber in the sixth year of
providing cable telephony service to any particular area. In
addition, the joint venture is expected to guarantee certain
minimum penetration levels to Time Warner Cable. ranging
from 5% in the second year of providing cable telephony
service to any particular area to up to 25% in the, sixth year
and thereafter.
(iii) Additional monthly subscriber fees equal to 1 5% of the
excess, if any, of monthly average cable telephony revenues
in a particular service area over $100, after the fifth year of
providing cable telephony service to any particular area.
Further, management believes that the oppollunity for
consumers to select one provider of AT & T-brandea. "all-
distance" wireline and wireless communication services will
contribute to increased cable television penetration and the
continuing growth in Time Warner Cable's revenues from
the delivery of cable television services.
This transaction IS expected to close in the second half of
1999. subject to the execution of definitive agreements by
the parties and customary closing conditions, Including the
approval of Advance/Newhouse and MediaOne arid all nec-
essary governmental and regulatory approvals. There can
be no assurance that such agreements will be cO":"lpleted
or that such approvals will be obtained.
TIIM WM(Nrr~ INC ,nil,; :.',.....\1 ;.,:rf'O;~l 5 t
OFF-BALANCE SHEET ASSETS
As discussed below, Time Warner believes that the value of
certain off-balance sheet assets should be considered, along
with other factors discussed elsewhere herein, in evaluating
the Company's financial condition and prospects for future
results of operations, including its ability to fund its capital
and liquidity needs.
Intangible Assets As a creator and distributor of branded
information and entertainment copyrights, Time Warner and
the Entertainment Group have a significant amount of inter-
nally generated intangible assets whose value is not fully
reflected in their respective consolidated balance sheets.
Such intangible assets extend across Time Warner's principal
business interests, but are best exemplified by Time Warner's
collection of copyrighted music product, its libraries of copy-
righted film and television product and the creation or exten-
sion of brands. Generally accepted accounting principles do
not recognize the value of such assets, except at the time
they may be acquired in a business combination accounted
for by the purchase method of accounting.
Because Time Warner normally owns the copyrights to
such creative material, it continually generates revenue
through thesale of such products across different media and
in new and existing markets. The value of film and television-
related copyrighted product and trademarks is continually
realized by the licensing of films and television series to sec-
ondary markets and the licensing of trademarks, such as the
Looney Tunes characters and Batman, to the retail industry
and other markets, In addition, technological advances, such
as the introduction of the compact disc and home VIdeocas-
sette in the 1980's and, potentially. the current exploitation
of the digital video disc, have historically generated signIfi-
cant revenue opportunities through the repackaging and sale
of such copyrighted products in the new technological for-
mat. Accordingly, such intangible assets have significant
off-balance sheet asset value that IS not fully reflected in
the consolidated balance sheets of Time Warner and the
Entertainment Group.
52 rl~.lH", VI:d-'lJi I~' 1;.(' ".l~'~i MHJIJfd f.!1 i"UI.>~
Filmed Entertainment Backlog Backlog represents the
alllount of future revenue not yet recorded from cash
contracts for the licensing of theatrical and television product
for pay cable, basic cable, network and syndicated television
exhibition. Backlog of TWE's Filmed Entertainment-Warner
Bros. division amounted to $2.298 billion at December 31,
1998 (including amounts relating to the licensing of film pro-
duct to Time Warner's and TWE's cable television networks
of $769 million). In addition, backlog of Time Warner's Filmed
Entertainment-TBS division amounted to $636 million at
December 31, 1998 (including amounts relating to the
licensing of film product to Time Warner's and TWE's cable
television networks of $226 million).
Because backlog generally relates to contracts for the
licensing of theatrical and television product which have
already been produced, the recognition of revenue for such
completed product is principally only dependent upon the
commencement of the availability period for telecast under
the terms of the related licensing agreement Cash licensing
fees are received periodically over the term of the related
licensing agreements or on an accelerated basis using
TWE's $500 million securitization facility. The portion of
backlog for which cash has not already been received has
Significant off-balance sheet asset value as a source of
future funding. The backlog excludes advertising barter
contracts. which are also expected to result in the future
realization of revenues and cash through the sale of
advertising spots received under such contracts.
INTEREST RATE AND FOREIGN CURRENCY
RISK MANAGEMENT
Interest Rate Swap Contracts Time Warner uses interest rate
swap contracts to adjust the proportion of total debt that is sub-
ject to variable and fixed interest rates. At December 31, 1998,
Time Warner had interest rate swap contracts to pay floating-
rates of interest (average six-month UBOR rate of 5.5%)
and receive fixed-rates of interest (average rate of 5.5%) on
$1,6 billion notional amount of indebtedness, which resulted
in approximately 37% of Time Warner's underlying deb~ and
39% of the debt of Time Warner and the Entertainment Group
combined, being subject to variable interest rates. At Decem-
ber 31, 1997, Time Warner had interest rate swap contracts
on $2.3 billion notional amount of indebtedness.
Based on Time Warner's variable-rate debt and related
interest rate swap contracts outstanding at December 31,
1998, each 25 basis point increase or decrease in the level
of interest rates would, respectively, increase or decrease
Time Warner's annual interest expense and related cash
payments by approximately $11 million, including $4 million
related to interest rate swap contracts. Such potential
increases or decreases are based on certain simplifying
assumptions, including a constant level of variable-rate debt
and related interest rate swap contracts during the period
and, for all maturities, an immediate, across-the-board
increase or decrease in the level of interest rates with no
other subsequent changes for the remainder of the period.
Foreign Exchange Contracts Time Warner uses foreign
exchange contracts primarily to hedge the risk that unremitted
or future royalties and license fees owed to Time Warner or
TWE domestic companies for the sale or anticipated sale of
U.S. copyrighted products abroad may be adversely affected
by changes in foreign currency exchange rates. As part of its
overall strategy to manage the level of exposure to the risk
of foreign currency exchange rate fluctuations. Time Warner
hedges a portion of its and TWE's combined foreign currency
exposures anticipated over the ensuing twelve month period.
At December 31, 1998, Time Warner had effectively hedged
approximately half of the combined estimated foreign currency
exposures that principally relate to anticipated cash flows to
be remitted to the U.S. over the ensuing twelve month period.
To hedge this exposure, Time Warner used foreign exchange
contracts that generally have maturities of three months or less,
which generally will be rolled over to provide continuing cover-
age throughout the year. Time Warner is reimbursed by or reim-
burses TWE for Time Warner contract gains and losses related
to TWE's foreign currency exposure. Time Warner often closes
foreign exchange sale contracts by purchasing an offsetting
purchase contract At December 31, 1 998, Time Warner had
contracts for the sale of $755 million and the purchase of
$259 million of foreign currencies at fixed rates, compared
to contracts for the sale of $507 mlilion and the purchase of
$139 million of foreign currencies at December 31. 1997.
Based on the foreign exchange contracts outstanding
at December 31, 1998, each 5% devaluation of the U.S.
dollar as compared to the level of foreign exchange rates
for currencies under contract at December 31, 1998 wouic
result in approximately $38 million of unrealized losses
and $13 million of unrealized gains on foreign exchange
contracts involving foreign currency sales and purchases.
respectively. Conversely, a 5% appreciation of the U.S. dolla~
would result in $38 million of unrealized gains and $13 mi-
lion of unrealized losses, respectively, With regard :0 :~e
net $25 million of unrealized losses or gains on foregn
exchange contracts, Time Warner would be reimbursed by
TWE, or would reimburse TWE, respectively, for apP':Jxl-
mately $10 million, net, related to TWE's foreign cu~'ency
exposure. Consistent with the nature of the econom:c hedge
provided by such foreign exchange contracts, such ,mreal-
ized gains or losses would be offset by corresponor-,g
decreases or increases, respectively, in the dollar v:?_c of
future foreign currency royalty and license fee payr~e~,ts tra:
would be received in cash within the ensuing twelve ""antic
period from the sale of U.S. copyrighted products ",:::;'aad.
'I',;'
" I 1 \ ,. I ;, ~ .^,',' ~ J I
53
GLOBAL FINANCIAL MARKETS
During 1998, certain financial markets, mainly Brazil, Russia
and a number of Asian countries, experienced significant
instability. Because less than 5% of the combined revenues
of Time Warner and the Entertainment Group are derived
from the sale of products and services in these countries,
management does not believe that the state of these finan-
cial markets poses a material risk to the operations of
Time Warner and the Entertainment Group.
EURO CONVERSION
Effective January 1, 1999, the neuron was established as a
single currency valid in more than two-thirds of the member
countries of the European Union. These member countries
have a three-year transitional period to physically convert their
sovereign currencies to the euro. By July 1, 2002, all partici-
pating member countries must eliminate their currencies and
replace their legal tender with euro-denominated bills and
coins. Notwithstanding this transitional period, many commer-
cial transactions are expected to become euro-denominated
,well before the July 2002 deadline. Accordingiy, Time Warner
continues to evaluate the short-term and long-term effects
. of the euro conversion on its European operations, principally
publishing, music, cable networks and filmed entertainment.
Time Warner believes that the most significant short-term
impact of the euro conversion is the need to modify its
accounting and information systems to handle an increasing
volume of transactions during the transitional period in both
the euro and sovereign currencies of the participating mem-
ber countries. Time Warner has identified its accounting and
information systems in need of modification and an action
plan has been formulated to address the nature and timing
of remediation efforts. Remediation efforts have begun and
the plan is expected to be substantially completed well before
the end of the transitional period. This timetable will be adjusted,
if necessary, to meet the anticipated needs of Time Warner's
vendors and customers. Based on preliminary information,
costs to modify its accounting and information systems are not
expected to be material.
Time Warner believes that the most significant long-term
business risk of the euro conversion may be increased pricing
54 TIMl WARr'Jf f.,> INC 199R M'.JNUAI. RfPcml
pressures for its products and services brought about by
heightened consumer awareness of possible cross-border
price differences. However, Time Warner believes that these
business risks may be offset to some extent by lower mate-
rial costs, other cost savings and marketing opportunities.
Notwithstanding such risks, management does not believe
that the euro conversion will have a material effect on Time
Warner's financial position, results of operations or cash
flows in future periods,
YEAR 2000 TECHNOLOGY PREPAREDNESS
Time Warner, together with its Entertainment Group and like
most large companies, depends on many different computer
systems and other chip-based devices for the continuing
conduct of its business. Older computer programs, computer
hardware and chip-based devices may fail to recognize dates
beginning on January 1, 2000 as being valid dates, and as
a result may fail to operate or may operate improperly when
such dates are introduced.
Time Warner's exposure to potential Year 2000 problems
arises both in technological operations under the control of the
Company and in those dependent on one or more third par-
ties. These technological operations include information tech-
nology (" IT") systems and non-IT systems, including those with
embedded technology, hardware and software. Most of Time
Warner's potential Year 2000 exposures are dependent to
some degree on one or more third parties. Failure to achieve
high levels of Year 2000 compliance could have a material
adverse impact on Time Warner and its financial statements.
The Company's Year 2000 initiative is being conducted
at the operational level by divisional project managers and
senior technology executives overseen by senior divisional
executives, with assistance internally as well as from outside
professionals. The progress of each division through the
different phases of remediation-inventorying, assessment,
remediation planning, implementation and final testing-
is actively overseen and reviewed on a regular basis by an
executive oversight group that reports through the Com-
pany's Chief Financial Officer to the Audit Committee of
the Board of Directors.
The Company has generally completed the process of
identifying potential Year 2000 difficulties in its technological
operations, including IT applications, IT technology and sup-
port, desktop hardware and software, non-IT systems and
important third party operations, and distinguishing those
that are "mission critical' from those that are not An item is
considered "mission critical. if its Year 2000-related failure
would significantly impair the ability of one of the Company's
major business units to (1) produce, market and distribute
the products or services that generate significant revenues
for that business, (2) meet its obligations to pay its employees.
artists, vendors and others or (3) meet its obligations under
regulatory requirements and internal accounting controls. The
Company and its divisions, including the Entertainment Group,
have identified approximately 1,000 worldwide, "mission criti-
cal" potential exposures. Of these, as of December 31, 1998,
approximately 39% have been identified by the divisions as
Year 2000 complian~ approximately 46% as in the remedia-
tion implementation or final testing stages, approximately
1 4% as in the remediation planning stage and less than
1 % as still in the assessment stage. The Company currently
expects that the assessment phase for the few remaining
potential exposures should be completed during the first
quarter of 1999 and that remediation with respect to
approximately 80% of all these identified operations will be
substantially completed in all material respects by the end of
the second quarter of 1999. The Company, however, could
experience unexpected delays. The Company is currently
planning to impose a "quiet" period at the beginning of the
fourth quarter of 1999 during which any remaining remedIa-
tion involving installation or modification of systems that
interface with other systems will be minimized to permit the
Company to conduct testing in a stable environment.
As stated above, however, the Company's bUSiness IS
heavily dependent on third parties and these parties are them-
selves heavily dependent on technology. In some cases. the
Company's third party dependence is on vendors of technology
who are themselves working towards solutions to Year 2000
problems. For example, in a situation endemic to the cable
industry, 'uch of the Company's headend equipment that con-
trols cable set-top boxes was not Year 2000 compliant as of
December 31, 1998. The box manufacturers are working with
cable industry groups and have developed solutions that the
Company is installing in its headend equipment It is currently
expected that these solutions will be substantially implemented
by the end of the second quarter of 1999. In other cases, the
Company's third party dependence is on suppliers of products
or services that are themselves computer-intensive. For exam-
ple, if a television broadcaster or cable programmer encounters
Year 2000 problems that impede its ability to deliver its pro-
gramming, the Company will be unable to provide that pro-
gramming to its cable customers. Similarly, because the
Company is also a programming supplier, third-party signal
delivery problems could affect its ability to deliver its program-
ming to its customers. The Company has attempted to include
in its "mission critical" inventory significant service providers,
vendors, suppliers, customers and governmental entities that
are believed to be critical to business operations and is in vari-
ous stages of ascertaining their state of Year 2000 readiness
through various means, including questionnaires, interviews,
on-site visits, system interface testing and industry group
participation. Moreover, Time Warner is dependent, like
all large companies, on the continued functioning, domestically
and internationally. of basic, heavily computerized services
such as banking, telephony and power, and various distribution
mechanisms ranging from the mail, railroads and trucking to
high-speed data transmission. Time Warner is taking steps
to attempt to satisfy itself that the third parties on which it is
heavily reliant are Year 2000 compliant or that alternate means
of meeting its requirements are available, but cannot predict the
likelihoOd of such compliance nor the direct or indirect costs to
the Company of non-compliance by those third parties or of
securing such services from alternate compliant third parties,
In areas in which the Company is uncertain about the antici-
pated Year 2000 readiness of a significant third party, the
Company is Investigating available alternatives, if any.
The Company, including the Entertainment Group, cur-
rently estimates that 'Ll1e aggregate cost of its Year 2000
remediation program, which started in 1996. will be approxi-
mately $125 to $175 million, of which an estimated 45% to
55% has been incurred through December 31, 1998. These
costs include estimates of the costs of assessment, replace-
ment, repair and upgrade, both planned and unplanned. of
certain IT and non-IT systems and their implementation and
testing. The Company anticipates that its remediation pro-
gram, and related expenditures, may continue into 2001 as
temporary solutions to Year 2000 problems are replaced with
upgraded equipment. These expenditures have been and are
expected to continue to be funded from the Company's oper-
ating cash flow and have not and are not expected to impact
materially the Company's financial statements.
Management believes that it has established an effective
program to resolve all significant Year 2000 issues in its
control in a timely manner. As noted above, however, the
Company has not yet completed all pha~es of its program
and is dependent on third parties whose progress is not
within its control. In the event that the Company does not
complete any of its currently planned additional remediation
prior to the Year 2000, management believes that the
Company could experience significant difficulty in producing
and delivering its products and services and conducting its
business in the Year 2000 as it has in the past. In addition,
disruptions experienced by third parties with which the
Company does business as well as by the economy gener-
ally could also materially adversely affect the Company.
The amount of potential liability and lost revenue cannot
be reasonably estimated at this time.
The Company has been focusing its efforts on identifica-
tion and remediation of its Year 2000 exposures and has not
yet developed significant, specific contingency plans in the
event it does not successfully complete all phases of its Year
2000 program. The Company, however, has begun to exam-
ine its existing standard business interruption strategies to
evaluate whether they would satisfactorily meet the demands
of failures arising from Year 2000-related problems. The
Company intends to examine its status periodically to deter-
mine the necessity of establishing and implementing such
contingency plans or additional strategies, which could
involve, among other things, manual workarounds, adjusting
staffing strategies and sharing resources across divisions.
56 111M \\':,r-?'-Jrl~ IrJC l~J~t ;'~NU^1 REPORT
CAUTION CONCERNING FORWARD-
LOOKING STATEMENTS
The Securities and Exchange Commission encourages
companies to disclose forward-looking information so that
investors can better understand a company's future
prospects and make informed investment decisions. This
document, together with management's public commentary
related thereto, contains such "forward-looking statements'
within the meaning of the Private Securities Litigation
Reform Act of 1995, particularly statements anticipating
future growth in revenues, ESITA and cash flow, Words
such as "anticipate; "estimate; "expects; "projects; "intends;
"plans; "believes' and words and terms of similar substance
used in connection with any discussion of future operating
or financial performance identify such forward-looking state-
ments. Those forward-lOOking statements are management's
present expectations of future events. As with any projection
or forecast, they are inherently susceptible to changes in
circumstances, and the Company is under no obligation to
(and expressly disclaims any such obligation to) update or
alter its forward-looking statements whether as a result of
such changes, new information or otherwise.
Time Warner operates in highly competitive, consumer
driven and rapidly changing media and entertainment busi-
nesses that are dependent on government regulation and
economic, political and social conditions in the countries in
which they operate, consumer demand for their products
and services, technological developments and (particularly in
view of technological changes) protection of their intellectual
property rights, Time Warner's actual results could differ
materially from management's expectations because of
changes in such factors, Some of the other factors that also
could cause actual results to differ from those contained in
the forward-looking statements include those identified in
Time Warner's other filings and:
. For Time Warner's cable business, more aggressive
than expected competition from new technologies and other
types of video programming distributors, including OSS;
increases in government regulation of cable or equipment
rates (or any failure to reduce rate regulation as is presently
mandated by statute) or other terms of service (such as .dig-
ital must-carry" or .unbundling" requirements); increa~ed dif-
ficulty in obtaining franchise renewals; the failure of new
equipment (such as digital set-top boxes) or services (such
as high-speed online services or telephony over cable or
video on demand) to function properly, to appeal to enough
consumers or to be available at reasonable prices and to be
delivered in a timely fashion; and greater than expected
increases in programming or other costs.
. For Time Warner's cable programming and television
businesses, greater than expected programming or
production costs; public and cable operator resistance
to price increases (and the negative impact on premium
programmers of increases in basic cable rates); increased
regulation of distribution agreements; the sensitivity of
advertising to economic cyclicality; and greater than
expected fragmentation of consumer viewership due to
an increased number of programming services or the
increased popularity of alternatives to television.
. For Time Warner's film and television businesses; their
ability to continue to attract and select desirable talent and
scripts at manageable costs; increases in producti'on costs
generally; fragmentation of consumer leisure and entertain-
ment time (and its possible negative effects on the broad-
cast and cable networks, which are significant customers
of these businesses); continued popularity of merchandising;
and the uncertain impact of technological developments
such as DVD and the Internet.
. For Time Warner's music business, its ability to continue
to attract and select desirable talent at manageable costs;
the timely completion of albums by major artists; the popular
demand for particular artists and albums; its ability to con-
tinue to enforce its intellectual property rights in digital envi-
ronments; and the overall strength of global music sales,
. For Time Warner's print media and publishing businesses,
increases in paper and distribution costs; the introduction and
increased popularity of alternative technologies for the provi-
sion of news and information, such as the Internet; and fluctu-
ations in advertiser and consumer spending.
. The ability of the Company and its key service
providers, vendors, suppliers, customers and governmental
entities to replace, modify or upgrade computer systems in
ways that adequately address the Year 2000 issue, including
their ability to identify and correct all relevant computer
codes and embedded chips, unanticipated difficulties or
delays in the implementation of the Company's remediation
plans and the ability of third parties to address adequately
their own Year 2000 issues.
In addition, Time Warner's overall financial strategy,
including growth in operations, maintaining its financial ratios
and strengthened balance sheet, could be adversely affected
by increased interest rates, failure to meet earnings expecta-
tions, significant acquisitions or other transactions, conse-
quences of the euro conversion and changes in Time
Warner's plans, strategies and intentions.
llt,'1 vJ,\r~N1Y IrK lqq.'l r.I,',lI;..1 IJI 57
Consolidated Balance Sheet
December 31, (millions, except per share amounts)
ASSETS
1998
1997
Current assets
Cash and equivalents
Receivables, less allowances of $1.007 billion and $991 million
Inventories
Pr~pai~ expe~ses
Total current assets
$ 442 $ 645
2,885 2,447
946 830
1,176 1,089
5,449 5,011
1,900 1,766
4,980 5,549
794 1,495
1,991 2.089
876 928
2,868 3,982
11 ,91 9 12.572
863 771
$31,640 $ 34, 163
Noncurrent inventories
Investments in and amounts due to and from Entertainment Group
Other investments
Property, plant and equipment, net
Music catalogues, contracts and copyrights
Cable television and sports franchises
Goodwill
Other assets
Total assets
58 TIME Wf..Rr-Jf:R INC 1998 A!~NUAL REPOq~
1998
1997
2 4
1
11 10
1 3,1 34 12,675
(4,296) (3,334)
8,852 9,356
$31,640 $34.163
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable
Participations, royalties and programming costs payable
Debt due within one year
Other current liabilities
--.----------...-----.---.----..---.---.--.--..-. --......--.--.....-----.-...-.----.---....--..-.
Total current liabilities
Long-term debt
Borrowings against future stock option proceeds
Deferred income taxes
Unearned portion of paid subscriptions
Other liabilities
Company-obligated mandatorily redeemable preferred securities of a subsidiary holding
solely subordinated debentures of a subsidiary of the Company
Series M exchangeable preferred stock, $.10 par value, 1.9 million shares
outstanding in 1997 with a $1.903 billion liquidation preference
Shareholders' equity
Preferred stock, $.10 par value, 22.6 and 35.4 million shares outstanding,
$2.260 and $3.539 billion liquidation preference
Series LMCN-V Common Stock, $.01 par value, 57.1 million shares outstanding
Common stock, $.0 1 par value, 1.118 and 1.038 billion shares outstanding
Paid-in capital
Accumulated deficit
....-.........................................._............._._............_.m............... ......._.... . ,_ ... .._,....._.. . ........................ . . __.
T~!~I..~~~.r.~.~~I9...~.r.~:_~9~i!y....
Total liabilities and shareholders' equity
$ 996
1,199
19
._--~~~~...-
4,618
10,925
895
3,491
741
1,543
575
$ 912
1,072
8
2,379
4,371
11,833
533
3,960
672
1.006
575
1,857
See accompanying notes.
llt.'f Wrdnn!~ 11,'(' 1<)(4/1 r,'.I'~'J:d I(II'()I,'; ~q
Consolidated Statement of Operations
Years Ended December 31 , (millions, except per 'Share amounts)
1998
1997
1996
Revenues(a)
-.....-..--....-...-.........-......--....-- ..............-..--.........................
Cost of revenues (a) (b)
~~~I!!.1Jl~.J;I~~r.~.I..l:I,~?__ adm~~!~~E~~!~~ (a)(b)
9.P~!.~t.i.~JL~~e.~~~.~~._
Business segment operating income
Equity in pretax income of Entertainment Group(a)
Interest and other, net(a)
.C;;_'>.r.E~~!~_~~P-~~~~.~~~)_
Income before income taxes
Income taxes
Income (loss) before extraordinary item
Extraordinary loss on retirement of debt, net of $37 and $22 million
......i~.~()'!1.~..~~~..~.~~~!i~..i~....l.~.~?,C1.~?....l,.~.~?!r.~~p~.~.~i~~ly,.......
Net income (loss)
~refE!r.r.~??i~i?r:~~r.r:q~ir.r:'!1El~t~(c) .
Net loss applicable to common shares
Basic and diluted loss per common share:
Loss before extraordinary item
Net'loss
$14,582 $ 1 3.294
.... ..................... ..............k........... ......................._........._..__.._...
8,210 7,542
4,876 4,481
.............................. .............................................................. ..._......................................................__..hh..__.__
13,086 12,023
m.................................. .... .. ............. ...... ............_.._.... ........................._...._.
1,496 1,271
356 686
(1,180) (1,044)
(86) (81)
.......'......................................"........ ........",.....................
586 832
(41 8)
168
$10,064
5,922
.............,._.._...?~~..Y-?..
9,098
.......................-........--...,...
966
290
(1,174)
(78)
4
301
(156)
(35)
(191)
(257)
$ (448)
$ (.48)
$ (.52)
862.4
168 246
(540) (319)
$ (372) $ (73)
$ (.31 ) $ (.01)
$ (.31) $ (.06)
1,194.7 1,135,4
Average common shares
(a) Includes the 101l0wlng Income (expenses) resulting Irol)'l transactions with the Entertainment Group and other related compan:es for the years ended December 31, 1998, 1997
and 1996, respectively: revenues'$487 million. $384 million and $224 million: cost 01 revenues'$(322) m<ll:o". $(245) million and $( 177) million; selling, general and administra-
l:ve'$(40) million. $(53) million and $34 mllloon: equily In pretax income of Entertainment Group'$1 05 m" 00, $5 million and $(29) million: interest.and other, net-$(g) million,
$(36) million and $(3.3) million: and corporale expenses-$72 million, $72 million and $69 m.llion (Note 18)
(b) li.ciudes depreciation and amortization expense of:
$ 1,178
$ 1,294
$ 988
(c) Preferred dividend requirements for 1998 Include a one'llme effect of $234 million ($.19 loss per common sr,are) relating to lhe premium paid In connection with the redemption
of lhe Company's 10':,010 Se"es M exchangeable preferred stock ("Series M Preferred Stock") at an aggregare cost of approXimately $2.1 b:llion (Nole 11).
See accompanying notes
60 ~I~.l:. WARr>Jf-:!~ INC ;'hl!, IdHHif\\ R~'P(W~
Consolidated Statement of Cash Flows
Years Ended December 31, (millions)
Operations
Net income (loss)
Adjustments for noncash and nonoperating items:
Extraordinary loss on retirement of debt
Depreciation and amortization
Noncash interest expense
Excess (deficiency) of distributions over equity in pretax income
of Entertainment Group
Equity in losses (income) of other investee companies after distributions
Changes in operating assets and liabilities:
Receivables
Inventories
Accounts payable and other liabilities
,...9.~~_~:..~~I~~~~..~~~~~.~~..~~9_~~.....,..._.....
.~.~~~..p.Ec:>y'.i<:i~<:i....~r.,?''p''~,~~~i.c:>~..~,__.. ..
Investing Activities
Investments and acquisitions
Capital expenditures
Investment flroceeds
. !:r...()c:.~~<:is.re.c:.e.~~~..<:i~rc:>~_<:i.is.~r.!~,'!.~i()~c:>f1Y"~ Senior Capital
~~s.~'p"rc:>~i<:ie.<:i...~~~(j)~yi'1.y.e.S.ti~~La.c:.ti.viti e s
Financing Activities .
Borrowings
Debt repayments
Borrowings against future stock option proceeds
Repayments of borrowings against future stock option proceeds
Repurchases of Time Warner common stock
Redemption of Series M Preferred Stock
Issuance of Series M Preferred Stock
Dividends paid
Proceeds received from stock option and dividend reinvestment plans
Oth.e.r.,princi PClJly~inancin9c:.()s~
Cash used byfi~anc:.in9activitie.s
Increase (Decrease) in Cash and Equivalents
Cash and Equivalents at Beginning of Period(a)
............."........._......h...",.......__.___............______.........................__..,.____,.,_ .
Cash and Equivalents at End of Period (a)
(a) Includes current and noncurrent cash and equ;valents at December 31. 1996 and 1995
See accompanying notes.
11 ~.\ I \',',:, i,': r< 11-.;( I (1'1Ii {.',', .' ;..; :'.'(1;,'1 6 1
Consolidated Statement of Shareholders' Equity
Preferred
Stock
Common
Stock
~
(millions)
Balance at December 31, 1995
Net loss
Increase in unrealized gains on securities,
net of $11 million tax expense
Fo~,:ign currency tra~~~tion adj u~~~e:.~!~._.'._'..m..__'mo.._._.__......_. ......"_..._,_..,.._mo'_..,..._...._...,...."...,._
Comprehensive income (loss)
Common stock dividends
Preferred stock dividends
Issuance of common and preferred stock in the CVI acquisition
Reduction in par value of common and preferred stock
due to TBS Transaction
Issuance of common stock in the TBS Transactiun
Repurchases of Time Warner common stock
Shares issued pursuant to stock option, dividend reinvestment
and benefit plans
Other
...--.....-................--.-.-.--.--..-.-- .....--.........--....--...-........................-..
Balance at December 31,1996
Net income
Decrease in unrealized gains on securities,
net of $89 million tax benefit(a)
.~?r._~i9.rl_~~!.r~!:'.~y..!~~.rl~!~~i~!.'_~.?j~~t~~nts .'mmm' ... 'mm. .,.. ."...m. ",_
Comprehensive income (loss)
Common stock dividends
Preferred stock dividends
Issuance of common stock in connection with the TBS Transaction
Repurchases of Time Warner common stock
Shares issued pursuant to stock option, dividend reinvestment
and benefit plans
Other
.............,...........~......~
Balance at December 31, 1997
Net income
Foreign currency translation adjustments
Increase in realized and unrealized losses on derivative
financial instruments, net of $13 million tax benefit
Cumulative effect of change in accounting for derivative
financial instruments, net of $3 million tax benefit
Comprehensive income (loss)
Common stock dividends
Preferred stock dividends
Issuance of common stock in connection
with the conversion of zero-coupon
convertible notes due 2013
Issuance of common stock in connection with
the conversion of convertible preferred stock
Repurchases of Time Warner common stock
Shares issued pursuant to stock option, dividend reinvestment
and benefit plans
Balance at December 31, 1998
$ 30
$776
6
6
(32)
(774)
3
Paid-In
Capital
$ 5,034
668
806
6,024
(456)
163
6
..................................... .......................,...
11 12.245
4
4
11
(2)
1
(1)
$ 2
$ 12
67
(344)
711
(4)
12,675
1,150
151
(2,239)
1,397
$13,134
Accumulated
Deficit
$(2,173)
(191)
17
9
(165)
(155)
(257)
(2,758)
246
(128)
(76)
42
(204)
(319)
(98)
3
(3,334)
168
4
(18)
134
(216)
(540)
(150)
(190)
$ (4,296)
See accompanYing notes.
(a) Includes a $13 million reduction (net of a $9 million tax effect) related to realized gains on the sale of seCUrities In 1997. In prior periuds, th:5 amount was
Included in comprehensive income as a component 01 TlnH~ Warner'5 unreahzed gains on secunties.
62 T1Mr WARNE.R INC 1998 ANNUAL RFPORT
Total
$ 3,667
(191 )
17
9
._....m_.~_..._.Hm.
(165)
(155)
(257)
680
6,027
(456)
(8)
155
6
9,502
246
(128)
(76)
42
(204)
(319)
67
(344 )
613
(1)
9,356
168
4
(20)
(20)
(18)
134
(216)
(540)
1,150
(2,240)
1,208
$ 8,852
Notes to Consolidated Financial Statements
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Description of Business Time Warner Inc. ("Time Warner"
or the "Company"), together with its consolidated and uncon-
solidated subsidiaries, is the world's leading media and enter-
tainment company. Time Warner's principal business objective
is to create and distribute branded information and entertain-
ment copyrights throughout the world. Time Warner classifies
its business interests into four fundamental areas: Cable
Networks, consisting principally of interests in cable television
programming; Publishing, consisting principally of interests
in magazine publishing, book publishing and direct marketing;
Entertainmen~ consisting principally of interests in recorded
music and music publishing, filmed entertainment, television
production and television broadcasting; and Cable, consisting
principally of interests in cable television systems.
A majority of Time Warner's interests in filmed entertainment,
television production, television broadcasting and cable tele-
vision systems, and a portion of its interests in cable television
programming are held through Time Warner Entertainment
Company, L.P. ("TWE"). Time Warner owns general and limited
partnership interests in TWE consisting of 74.49% of the pro
rata priority capital ("Series A Capita'") and residual equity capi-
tal ("Residual Capital"), and 100% of the senior priority capital
("Senior Capital") and junior priority capital ("Series B Capital").
The remaining 25.51 % limited partnership interests in the
Series A Capital and Residual Capital of TWE are held by
a subsidiary of MediaOne Group, Inc. ("MediaOne"), formerly
US WEST, Inc. Time Warner does not consolidate TWE and
certain related companies (the "Entertainment Group") for
financial reporting purposes because of certain limited
partnership approval rights related to TWE's interest in
certain cable television systems.
Each of the business interests within Cable Networks,
Publishing, Entertainment and Cable is important to man-
agement's objective of increasing shareholder value through
the creation, extension and distribution of recognizable brands
and copyrights throughout the world. Such brands and copy-
rights include (1) leading cable television networks, such as HBO,
Cinemax, CNN. TNT and the TBS Superstation, (2) magazine
franchises such as Time. People and Sports Illustrated and direct
marketing brands such as Time Life Inc. and Book-of-the-Month
Club, (3) copyrighted music from many of the world's leading
recording artists that is produced and distributed by a family
of established record labels such as Warner Bros. Records,
Atlantic Records, dektra Entertainment and Warner Music
International, (4) unique and extensive film, television and
animation libraries of Wamer Bros. and Turner Broadcasting
System, Inc. ("TBS"), and trademarks such as the Looney Tunes
characters, Batman and The F1intstones, (5) The WB Network,
a national broadcasting network launched in 1995 as an exten-
sion of the Warner Bros. brand and as an additional distribution
outlet for the Company's collection of children's cartoons and
television programming and (6) Time Warner Cable. currently
the largest operator of cable television systems in the U.S.
The operating results of Time Warner's various business
interests are presented herein as an indication of financial
performance (Note 16). Except for start-up losses incurred
in connection with The WB Network, Time Warner's principal
business interests generate significant operating income and
cash flow from operations. The cash flow from operations
generated by such business interests is considerably greater
than their operating income due to significant amounts of
noncash amortization of intangible assets recognized in
various acquisitions accounted for by the purchase method
of accounting. Noncash amortization of intangible assets
recorded by Time Warner's business interests, including the
unconsolidated business interests of the Entertainment
Group, amounted to $1.309 billion in 1998, $1.342 billion
in 1997 and $ 1. 1 1 7 billion in 1996.
Basis of Presentation The consolidated financial statements
of Time Warner reflect the acquisition on October 10, 1 996 of
the remaining 80% interest in TBS that it did not already own
and certain cable-related transactions, as more fully described
herein (Notes 2 and 3). As a result of the acquisition of TBS.
a new parent company with the name "Time Warner Inc."
replaced the old parent company of the same name (now
known as Time Warner Companies, Inc., "TW Companies"),
and TW Companies and TBS became separate, wholly owned
subsidiaries of the new parent company. References herein
to "Time Warner" or the "Company" refer to TW Companies
prior to October 10, 1996 and Time Warner Inc. thereafter.
Common stock, paid-in-capital, stock options, per com-
mon share and average common share amounts for all prior
periods have been restated to give effect to a two-for-one
common stock spilt that occurred on December 15. 1998. In
addition, certain reclassifications have been made to the prior
years' financial statements to conform to the 1998 presentation
TIMF WARNF'~ tNC 19qA AN '-':',;:,'. Rr- por~l 63
Basis of Consolidation and Accounting for Investments
The consolidated financla. statements include 100% of the
assets, liabilities, revenues, expenses, income, loss and cash
flows of Time Warner and all companies in which Time Warner
has a controlling voting interest ("subsidiaries"), as if Time
Warner and its subsidiaries were a single company. Significant
intercompany accounts and transactions between the consoli-
dated companies have been eliminated, Significant accounts
and transactions between Time Warner and the Entertainment
Group are disclosed as related party transactions (Note 18).
The Entertainment Group and investments in certain other
companies in which Time Warner has significant influence,
but less than a controlliny voting interest, are accounted for
using the equity method. Under the equity method, only Time
Warner's investment in and amounts due to and from the
equity investee are included in the consolidated balance sheet,
only Time Warner's share of the investee's earnings is included
in the consolidated operating results, and only the dividends,
cash distributions, loans or other cash received from the
investee, less any additional cash investments, loan repay-
ments or other cash paid to the investee are included in
the consolidated cash flows.
Investments in companies in which Time Warner does not
have a controlling interest or an ownership and voting inter-
est so large as to exert significant influence are accounted
for at market value if the investments are publicly traded and
there are no resale restrictions, or at cost, if the sale of a
publicly-traded investment is restricted or if the investment
is not publicly traded. Unrealized gains and losses on invest-
ments accounted for at market value are reported net-of-tax
in accumulated deficit until the investment is sold, at which
time the realized gain or loss is included in income.
Dividends and other distributions of earnings from both
market value and cost method investments are included in
income when declared.
The effect of any changes in Time Warner's ownership
interests resulting from the issuance of equity capital by
consolidated subsidiaries or equity investees to unaffiliated
parties is included in income.
Foreign Currency Translation The financial position and
operating results of substantially all foreign operations are con-
solidated using the local currency as the functional currency.
Local currency assets and liabilities are translated at the rates
of exchange on the balance sheet date, and local currency
revenues and expenses are translated at average rates of
64 l1M[ WARf\.:FR INC '~Y18 ;,~JNUAL REPOW
exchange during the period. Resulting translation gains or
losses, which have not been material, are included in accumu-
lated deficit
Use of Estimates The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the amounts reported in the financial statements and footnotes
thereto. Actual results could differ from those estimates.
Significant estimates inherent in the preparation of the
accompanying consolidated financial statements include
management's forecast of anticipated revenues from the
sale of future and existing music and publishing-related
products, as well as from the distribution of theatrical and
television product, in order to evaluate the ultimate recover-
ability of accounts receivables, film inventory and artist and
author advances recorded as assets in the consolidated bal-
ance sheet Accounts receivables and sales in the music and
publishing industries, as well as sales of home video product
in the filmed entertainment industry, are subject to cus-
tomers' rights to return unsold items. Management periodi-
cally reviews such estimates and it is reasonably possible
that management's assessment of recoverability of accounts
receivables, individual films and television product and indi-
vidual artist and author advances may change based on
actual results and other factors.
Revenues and Costs
Publishing and Music
The unearned portion of paid magazine subscriptions is
deferred until magazines are delivered to subscribers. Upon
each delivery, a proportionate share of the gross subscription
price is included in revenues. Magazine advertising revenues
are recognized when the advertisements are published,
In accordance with industry practice, certain products
(such as magazines, books, home videocassettes, compact
discs and cassettes) are sold to customers with the right to
return unsold items. Revenues from such sales are recog-
nized when the products are shipped based on gross sales
less a provision for future returns.
Inventories of magazines, books, cassettes and compact
discs are stated at the lower of cost or estimated realizable
value. Cost is determined USing first-in, first-out; last'ln, flrst-
out; and average cost methods. Returned goods Included in
inventory are valued at estimated realrzable value, but not
In excess of cost.
Cable and Cable Networks
A significant portion of cable system and cable network pro
gramming revenues are derived from subscriber fees and
advertising. Subscriber fees are recorded as revenue in the
period the service is provided and advertising revenues are
recognized in the period that the advertisements are exhibited,
The costs of rights to exhibit feature films and other program-
ming on the cable networks during one or more availability
periods ("programming costs") generally are recorded when
the programming is initially available for exhibition, and are
allocated to the appropriate availability periods and amor-
tized as the programming is exhibited.
Filmed Entertainment
Feature films are produced or acquired for initial exhibition
in theaters followed by distribution in the home video, pay
cable, basic cable, broadcast network and syndicated televi-
sion markets. Generally, distribution to the theatrical, home
video and pay cable markets (the primary markets) is princi-
pally completed within eighteen months of initial release.
Thereafter, feature films are distributed to the basic cable,
. broadcast network and syndicated television markets (the
. secondary markets). Theatrical revenues are recognized as
the films are exhibited. Home video revenues, less a provision
for returns, are recognized when the home videos are' sold.
, Revenues from the distribution of theatrical product to cable,
broadcast network and syndicated television markets are
recognized when the films are available to telecast.
Television films and series are initially produced for the
networks or first-run television syndication (the primary
markets) and may be subsequently licensed to foreign or
domestic cable and syndicated television markets (the sec-
ondary markets). Revenues from the distribution of television
product are recognized when the films or series are available
to telecast. except for barter agreements where the recogni-
tion of revenue is deferred until the related advertisements
are exhibited.
License agreements for the telecast of theatrical and
television product in the cable, broadcast network and syndi-
cated television markets are routinely entered into well in
advance of their available date for telecast, which is generally
determined by the telecast privileges granted under previous
license agreements. Accordingly. there are significant contrac-
tual rights to receive cash and barter under these licensing
agreements. For cash contracts, the related revenues will not
be recognized until such product is available for telecast
under the contractual terms of the related license agreement.
For barter contracts, the related revenues will not be recog-
nized until the product is available for telecast and the adver-
tising spots received under such contracts are either used or
sold to third parties. All of these contractual rights for which
revenue is not yet recognizable is referred to as "backlog."
Inventories of theatrical and television product are stated
at the lower of amortized cost or net realizable value, Cost
principally consists of direct production costs and production
overhead. A portion of the cost to acquire TBS in 1996 was
allocated to its theatrical and television product, including an
allocation to purchased program rights (such as the anima-
tion library of Hanna-Barbera Inc. and the former film and
television libraries of Metro-Goldwyn-Mayer, Inc. and RKO
Pictures, Inc.) and product that had been exhibited at least
once in all markets ("Library"). Library product is amortized
on a straight-line basis over twenty years. Individual films
and series are amortized, and the related participations and
residuals are accrued, based on the proportion that current
revenues from the film or series bear to an estimate of total
revenues anticipated from all markets. These estimates are
revised periodically and losses, if any, are provided in full.
Current film inventories generally include the unamortized
cost of completed feature films allocated to the primary
markets, television films and series in production pursuant
-to a contract of sale, film rights acquired for the home video
market and advances pursuant to agreements to distribute
third-party films in the primary markets. Noncurrent film
inventories generally include the unamortized cost of com-
pleted theatrical and television films allocated to the sec-
ondary markets, theatrical films in production and the Library,
Proposed Changes to Film Accounting Standards
In October 1998, the Accounting Standards Executive
Committee of the Amencan Institute of Certified Public
Accountants ("AcSEC") Issued an exposure draft of a pro-
posed Statement of Position, "Accounting by Producers and
Distributors of Films' (the .SOP"). The proposed rules would
establish new accounting standards for producers and dis-
tributors of films. Among its many provisions. the SOP \'Jould
require revenue for the licensing of film and television produce
to be recognized generally over the term of the relatec agree-
ment. This would represent a significant change to eXisting
industry practice, which generally requires such licenSing
revenue to be recognized when the product is first avcilable
for telecast. ThiS is because, after that date. licensors have
no further significant obligations under the terms of the
related licenSing agreements.
'.;
TI'.~f '''''M~..NFh.' I~~\~ ;lfljH /\~)~l;:,
"'." 65
While the SOP's proposals in many other areas (i,e"
advertising and film cost amortization) generally are consis-
tent with Time Warner's accounting policies, this is not the
case with the proposed changes in revenue recognition for
licensed product Adopting the proposed accounting stan-
dards for licensed product would result in a significant one-
time, noncash charge to earnings upon adoption that would
be reflected as a cumulative effect of a change in account-
ing principle. This one-time, noncash charge would be
reversed in future periods as an increase to operating
income when Time Warner re-recognizes the revenues asso-
ciated with the licensing of its film and television product
over the periods of the related licensing agreements. The
SOP proposes an effective date of January 1, 2000 for cal-
endar year-end companies, with earlier application encour-
aged. The provisions of the. SOP are still being deliberated
by AcSEC and could change significantly prior to the
issuance of a final standard.
Advertising In accordance with Financial Accounting
Standards Board ("FASB") Statement No. 53, "F,;lancial
Reporting by Producers and Distributors of Motion Picture
Films," advertising costs for theatrical and television product
are capitalized and amortized over the related revenue streams
in each market that such costs are intended to benefit, which
generally does not exceed three months. Other advertising
costs are expensed upon the first exhibition of the advertise-
ment, except for certain direct-response advertising, for which
the costs are capitalized and amortized over the expected
period of future benefits. Direct-response advertising princi-
pally consists of product promotional mailings, broadcast
advertising, catalogs and other promotional costs incurred
in the Company's direct-marketing businesses. Deferred
advertising costs are generally amortized over periods of up
to three years subsequent to the promotional event using
straight-line or accelerated methods. with a significant portion
of such .costs amortized in twelve months or less. Deferred
advertising costs for Time Warner amounted to $282 million
and $244 million at December 31, 1998 and 1997, respec-
tively. Advertising expense. excluding theatrical and teleVision
product, amounted to $1.154 billion in 1998, $1.080 billion
in 1997 and $1.050 billion in 1996.
66 TIM[ w/"..mfr~ 1'-.'[. l':f~~S r,r..~~(;:,! Rf f>ORl
Cash and Equivalents Cash equivalents consist of commer-
cial paper and other investments that are readily c,mvertible
into cash and have original maturities of three months or less.
Financial Instruments Effective July 1, 1998, Time Warner
adopted FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). FAS 133
requires that all derivative financial instruments, such as interest
rate swap contracts and foreign exchange contracts, be recog-
nized in the financial statements and measured at fair value
regardless of the purpose or intent for holding them. Changes
in the fair value of derivative financial instruments are either
recognized periodically in income or shareholders' equity (as a
component of comprehensive income), depending on whether
the derivative is being used to hedge changes in fair value or
cash flows. The adoption of FAS 133 did not have a material
effect on Time Warner's primary financial statements, but did
reduce comprehensive income by $18 million in the accompa-
nying consolidated statement of shareholders' equity.
The carrying value of Time Warner's financial instruments
approximates. fair value, except for differences with respect
to long-term, fixed-rate debt (Note 7) and certain differences
relating to cost method investments and other financial
instruments that are not significant. The fair value of financial
instruments is generally determined by reference to market
values resulting from trading on a national securities exchange
or in an over-the-counter market. In cases where quoted market
pnces are not av~ilable, such as for derivative financial instru-
ments, fair value is based on estimates using present value or
other valuation techniques.
Property, Plant and Equipment Property, plant and equip-
ment are stated at cost. Additions to cable property, plant and
equipment generally include material, labor, overhead and
interest. Depreciation is provided generally on the straight-line
method over useful lives ranging up to thirty years for build-
ings and Improvements and up to sixteen years for furniture,
fixtures, cable television and other equipment Property,
plant and equipment consists of:
December 31, (millions)
1998
Land and buildings $ 963 $ 962
Cable television equipment 1,035 941
Fur~itur~~ fi~!~res _and ot~er equipm,~nt--.:' ,4~___~ .337
3,398 3,240
Le_~s ac.~umula!~~ deprecia!~on __________(1 ,407!____~~151)
Total $ 1,991 $ 2,089
Intangible Assets As a creator and distributor of branded
information and entertainment copyrights, Time Warner has a
significant and growing number of intangible assets, including
goodwill, cable television and sports franchises, film and tele-
vision libraries, music catalogues, contracts and copyrights,
and other copyrighted products and trademarks. In accor-
dance with generally accepted accounting principles, Time
Warner does not recognize the fair value of internally gener-
ated intangible assets. Costs incurred to create and produce
copyrighted product, such as feature films, television series
and compact discs, are generally either expensed as incurred,
or capitalized as tangible assets as in the case of cash
advances and inventoriable product costs. However, account-
ing recognition is not given to any increasing asset value that
may be associated with the collection of the underlying
copyrighted material. Additionally, costs incurred to create or
extend brands, such as magazine titles, new television net-
works and Internet sites, generally result in losses over an
extended development period and are recognized as a reduc-
tion of income as incurred, while any corresponding brand
value created is not recognized as an intangible asset in the
consolidated balance sheet. On the other hand, intangible
assets acquired in business combinations accounted for by
the purchase method of accounting are capitalized and amor-
tized over their expected useful life as a noncash charge
against future results of operations. Accordingly, the intangi-
ble assets reported in the consolidated balance sheet do not
reflect the fair value of Time Warner's internally generated
intangible assets, but rather are limited to intangible assets
resulting from certain acquisitions in which the cost of the
acquired companies exceeded the fair value of their tangible
assets at the time of acquisition.
1997
Time Warner amortizes goodwill and sports franchises
over periods up to forty years using the straight-line method.
Cable television franchises, film and television libraries, music
catalogues, contracts and copyrights, and other intangible
assets are amortized over periods up to twenty years using
the straight-line method. Amortization of intangible assets
amounted to $800 million in 1998, $912 million in 1997
and $681 million in 1996. Accumulated amortization of
intangible assets at December 31, 1998 and 1997
amounted to $3.9 billion and $3.181 billion, respectively.
Time Warner periodically reviews the carrying value of
acquired intangible assets for each acquired entity to deter-
mine whether an impairment may exist. Time Warner consid-
ers relevant cash flow and profitability information, including
estimated future operating results, trends and other available
information, in assessing whether the carrying value of intan-
gible assets can be recovered. If it is determined that the
carrying value of intangible assets will not be recovered from
the undiscounted future cash flows of the acquired business,
the carrying value of such intangible assets would be consid-
ered impaired and reduced by a charge to operations in the
amount of the impairment. An impairment charge is mea-
sured as any deficiency in the amount of estimated undis-
counted future cash flows of the acquired business available
to recover the carrying value related to the intangible assets.
Income Taxes Income taxes are provided using the liability
method prescribed by FASB Statement No. 109, "Accounting
for Income Taxes," Under the liability method, deferred income
taxes reflect tax carryforwards and the net tax effects of tem-
porary differences between the carrying amount of assets and
liabilities for financial statement and income tax purposes, as
determined under enacted tax laws and rates. The financial
effect of changes in tax laws or rates IS accounted for in the
period of enactment. The subsequent realization of net operat-
ing loss and Investment tax credit carryforwards acquired In
acquisitions are accounted for as a reduction of goodwill.
The principal operations of the Entertainment Group are
conducted by partnerships. Income tax expense includes all
income taxes related to Time Warner's allocable share of
partnership Income and its equity in the Income tax expense
of corporate subsidiaries of the partnerships.
'IMF w^r..'~~fR INC l!l'-ltl ANNUAL REPORT 67
Stock Options In accordance with Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"), compensation cost for stock options is
recognized in income based on the excess, if any, of the quoted
market price of the stock at the grant date of the award or
other measurement date over the amount an employee must
pay to acquire the stock. Generally. the exercise price for stock
options granted to employees equals or exceeds the fair mar-
ket value of Time Warner common stock at the date of grant,
thereby resulting in no recognition of compensation expense
by Time Warner,
Loss Per Common Share Effective December 31, 1997,
Time Warner adopted FASB Statement No. 128, "Earnings per
Share" ("FAS 128"), which established simplified standards for
computing and presenting earnings per share information. The
adoption of FAS 128 did not have any effect on Time Warner's
financial statements.
Basic loss per common share is computed by dividing the
net loss applicable to common shares after preferred dividend
requirements by the weighted average of common shares
outstanding during the period. Diluted loss per common share
adjusts basic loss per common share for the effects of con-
vertible securities, stock options and other potentially dilutive
financial instruments, only in the periods in which such effect
is dilutive. Such effect was not dilutive in any of the periods
presented herein.
Comprehensive Income Effective January 1, 1997, Time
Warner adopted FASB Statement No. 130, "Reporting
Comprehensive Income" ("FAS 1 30"). The new rules estab-
lished standards for the reporting of comprehensive income
and its components in financial statements, Comprehensive
income consists of net income and other gains and losses
affecting shareholders' equity that, under generally accepted
accounting principles, are excluded from net income. For Time
Warner, such items consist primarily of unrealized gains and
losses on marketable equity investments, gains and losses on
certain derivative financial instruments and foreign currency
translation gains and losses. The adoption of FAS 130 did
not have a material effect on Time Warner's primary financial
68 ,lr,1[ W/d~N[R ll\iC ly\lr} MJtJUflL fHP(JI"'l
statements, but did affect the presentation of the accompany-
ing consolidated statement of shareholders' equity.
The following summary sets forth the components of
other comprehensive income (loss) accumulated in share-
holders' equity:
(millions)
Unrealized
Gains on
Securities
Foreign
Currency
Translation
Gains
(Losses)
Derivative
Financial
Instrument
Losses
Accumulated
Other
Comprehensive
Income
(Loss)
Balance at
December 31, 1997 $ 5
.,1..~.~.~..,~:.~iv.i~.....
Balance at
December 31, 1998 $ 5
$(87) $ - $ (82)
4 (38) (34)
..............................
$(83) $ (38) $ (116)
Segment Information On December 31, 1997, Time Warner
adopted FASB Statement No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("FAS 131"). The new
rules established revised standards for public companies relating
to the reporting of financial and descriptive information about
their operating segments in financial statements. The adoption
of FAS 131 did not have a material effect on Time Warner's
primary financial statements, but did affect the disclosure of
segment information contained elsewhere herein (Note 1 6).
2. CABLE TRANSACTIONS
In addition to continuing to use cable operating cash flow
to finance the level of capital spending necessary to upgrade
the technological capability of cable television systems and
develop new services, Time Warner, TWE and the TWE-Advance/
Newhouse Partnership ("TWE-A/N") completed a series of
transactions in 1998. These transactions related to the cable
television business and related ancillary businesses that
either reduced existing debt and/or Time Warner's and TWE's
share of future funding requirements for such businesses.
These transactions and a cable-related acquisition of
Cablevision Industries Corporation and related companies
("CVI") in 1 996 are discussed more fully below,
TCI Cable Transactions During 1998, Time Warner, TWE,
T vVE-A/N and TCI Communications, Inc. ("TCI"), a subsidiary of
Tele-Communications, Inc., consummated or agreed to complete
a number of cable-related transactions. These transactions con-
sisted of 0) the formation in December 1998 of a cable televi-
sion joint venture in Texas (the "Texas Cable Joint Venture') that
is managed by Time Warner Cable, a division of TWE, and owns
cable television systems serving an aggregate 1.1 million sub-
scribers, subject to approximately $1.3 billion of debt,
Oi) the expansion in August 1998 of an existing joint venture in
Kansas City, which is managed by Time Warner Cable, through
the contribution by TCI of a contiguous cable television system
serving approximately 95,000 subscribers, subject to approxi-
mately $200 million of debt and Oii) the agreement to exchange
in 1999 various cable television systems serving approximately
575,000 subscribers for other cable television systems of com-
parable size in an effort to enhance each company's geographic
clusters of cable television properties (the "TCI Cable Trades").
The Texas and Kansas City joint ventures are being accounted
for under the equity method of accounting.
As a result of the Texas transaction, the combined debt
of Time Warner and TWE was reduced by appro~imately .
$650 million. Also, as a result of the Texas and Kansas City
transactions, Time Warner and TWE benefited from the geo-
graphic clustering of cable television systems and the num-
. ber of subscribers under the management of Time Warner
Cable was increased by approximately 660,000 subscribers.
thereby making Time Warner Cable the largest cable television
operator in the U.S. The TCI Cable Trades are expected to
close periodically throughout 1999 and are subject to custom-
ary closing conditions. including all necessary governmental
and regulatory approvals. There can be no assurance that such
approvals will be obtained.
Time Warner Telecom Reorganization In July 1998. in an
effort to combine their business telephony operations Into a
single entity that is intended to be self-financing, Time Warner.
TWE and TWE-A/N completed a reorganization of their busi-
ness telephony operations (the "Time Warner Telecom
Reorganization") whereby (i) those operations conducted bj
Time Warner, TWE and TWE-A/N were each contributed to a
new holding company named Time Warner Telecom LLC ("Time
Warner Telecom"), and then (ii) TWE's and TWE-A/N's interests
in Time Warner Telecom were distributed to their partners, Time
Warner, MediaOne and the Advance/Newhouse Partnership
("Advance/Newhouse"), a limited partner in TWE-A/hl.
As a result of the Time Warner Telecom Reorganization, Ti~e
Warner, MediaOne and Advance/Newhouse own interests
in Time Warner Telecom of 61.98%, 18,85% and 1 9.17%.
respectively. Time Warner's interest in Time Warner Teleco~
is being accounted for under the equity method of accounti~2
because of certain approval rights held by MediaOne and
Advance/Newhouse.
Time Warner Telecom is a competitive local exchange ca"-
rier (CLEC) in selected metropolitan areas across the Unitec
States where it offers a wide range of telephony services tc
business customers. Following the Time Warner Telecom
Reorganization, Time Warner Telecom raised approximately
$400 million of cash in July 1998 through the issuance of
public notes that mature in 2008. Such notes are non-
recourse to Time Warner and the proceeds are being used
by Time Warner Telecom to expand and further develop its
telephony networks and services.
In January 1999. Time Warner Telecom updated a previo'~~ .-
filed, preliminary registration statement with the Securities arc
Exchange Commission to conduct an initial public offering 0:
a minority interest of its common stock (the "Time Warner
. Telecom IPO"). The Time Warner Telecom IPO was ::;revious.-
postponed when the IPO market deteriorated and remains
subject to market and other conditions. There can oe no
assurance that it will be completed.
Road Runner Joint Venture In June 1998, Time Warner. T'.'. ::.
TWE-A/N, MediaOne, Microsoft Corp. ("Microsoft") and Com:::.:
Computer Corp. ("Compaq") formed a joint venture to opera:~
and expand Time Warner Cable's and MediaOne's e\:sting r ; _.
speed online bUSinesses (the "Road Runner Joint Ven.ture").
In exchange for contributing these operations, Time Warner
received a common equity interest in the Road Rl,;-.~er Joir:
Venture of 1 O,7%. TWE received a 25% interest. W/E-A/~
received a 32,9% Interest and MedlaOne received a 31.40:
Interest. In exchange for Microsoft and Compaq cortnbutlng
$425 million of cash to the Road Runner Joint Ver:ure.
Microsoft and Compaq each received a preferred eCCJ!ty inte'~o:
therein that is convertible into a 10% common equ,:i interes:.
Accordingly. on a fully diluted basis, the Road Runner Joint
Venture IS owned 8.6% by Time Warner, 20% by T\VE, 26.3: :
by TWE-A/N, 25.100 by MediaOne, 10% by Microscft and
Ilr.q WrU?NU~ I~JC I:~(lf-: ,...... :" I~: ",1;"" __
1
1
il
;:
(I
II
10% by Compaq. Each of Time Warner's, lWE's and lWE-
A/N's interest in the Road Runner Joint Venture is being
accounted for under the equitY method of accounting,
The aggregate $425 million of capital contributed by
Microsoft and Compaq is being used by the Road Runner
Joint Venture to continue to expand the roll out of high-
speed online services. Time Warner Cable has entered into
an affiliation agreement with the Road Runner Joint Venture,
pursuant to which Time Warner Cable provides Road
Runner's high-speed online services to customers in its
cable franchise areas through its technologically advanced,
high-capacity cable architecture. In exchange, Time Warner
Cable initially retains 70% of the subscription revenues and
30% of the national advertising and transactional revenues
generated from the delivery of these online services to its
cable subscribers. Time Warner Cable's share of these sub-
scription revenues will change periodically to 75% by 2006.
Primestar In April 1998, lWE and Advance/Newhouse trans-
ferred the direct broadcast satellite operations conducted by
lWE and lWE-A/N (the "DBS Operations") and the 31 % part-
nership interest in Primestar Partners, L.P. held by lWE-A/N
("Primestar Partners' and collectively, the "Primestar Assets") to
Primestar, Inc. ("Primestar"), a separate holding company. As a
result of that transfer and similar transfers by the other previ-
ously existing partners of Primestar Partners, Primestar Partners
became an indirect wholly owned subsidiary of Primestar. In
exchange for contributing its interests in the Primes tar Assets,
lWE received approximately 48 million shares of Primestar
common stock (representing an approximate 24% equity inter-
est) and realized approximately $240 million of debt reduction.
In partial consideration for contributing its indirect interest in
certain of the Primestar Assets, Advance/Newhouse received
an approximate 6% equity interest in Primestar. As a result of
this transaction, effective as of April 1, 1998, TWE deconsoli-
dated the DBS Operations and the 24% equity interest in
Primestar received in the transaction is being accounted for
under the equity method of accounting. This transaction is
referred to as the "Primestar Roll-up Transaction."
In connection with the Primestar Roll-up Transaction,
Primestar and Primestar Partners own and operate the
medium-power direct broadcast satellite business, portions
of which were formerly owned by TCI Satellite Entertainment,
Inc. ("TSAT") and the other previously existing partners of
Primestar Partners. Certain high-power system assets.
70 TIME WARN(R INC 1998 ANNUAL REPORl
including two high-power satellites, continue to be owned by
Tempo Satellite, Inc. ("Tempo"), a wholly owned subsidiary of
TSAT. However, Primestar Partners has an option to lease or
purchase the entire capacity of the high-power system from
Tempo, In addition, Primestar has an option to purchase the
stock or assets of Tempo from TSAT.
In a related transaction, Primestar Partners also entered
into an agreement in June 1997 with The News Corporation
Limited ("News Corp,"), MCI WorldCom, Inc. ("MCI") and
American Sky Broadcasting LLC C"ASkyB"), pursuant to
which Primestar would acquire certain assets relating to
the high-power, direct broadcast satellite business of ASkyB
(the "Primestar ASkyB Transaction"). In May 1998, the U.S.
Department of Justice brought a civil action against Primestar,
each of its cable owners, including lWE, and News Corp. and
MCI, to enjoin on antitrust grounds the Primestar ASkyB
Transaction. Although the parties had discussions with the U.S.
Department of Justice in an attempt to restructure the transac-
tion, no resolution was reached and the parties terminated their
agreement in October 1998.
In the fourth quarter of 1998, lWE recorded a charge of
approximately $210 million principally to reduce the carrying
value of its interest in Primestar. This charge reflected a sig-
nificant decline in the fair value of Primestar during the quarter
and has been included in interest and other, net, in TWE's
1998 consolidated statement of operations.
In addition, Primestar, Primestar Partners and the stock-
holders of Primestar have entered into an agreement to sell
the medium-power direct broadcast satellite business and
assets to DirecTV, a competitor of Primestar owned by
Hughes Electronics Corp. Also, Primestar, Primestar Partners,
the stockholders of Primestar and Tempo entered into a sec-
ond agreement with DirecTV, pursuant to which OirecTV will
purchase the high-power satellites from Tempo, and Primestar
and Primestar Partners will relinquish their respective rights
to acquire or use such high-power satellites. The price to be
paid by OirecTV pursuant to these agreements confirmed
the decline in value of TWE's interest in Primestar. The ulti-
mate disposition of the medium-power assets of Primestar is
subject to Primestar bondholder and regulatory approvals, and
the disposition of certain of the high'power satellite rights is
also subject to regulatory approvals. Accordingly, there can be
no assurance that such approvals will be obtained and that
these transactions will be consummated.
TWE-A1N Transfers As of December 31, 1998, TWE-A/N
owned cable television systems (or interests therein) serving
approximately 6.3 million subscribers, of which 5.2 million
subscribers were served by consolidated, wholly owned cable
television systems and 1.1 million subscribers were served
by unconsolidated, partially owned cable television systems.
lWE-A/N had approximately $1,2 billion of debt at Decem-
ber 31, 1998.
TWE-A/N is owned approximately 64.8% by TWE, the
managing partner, 33.3% by Advance/Newhouse and 1.9%
indirectly by Time Warner. TWE consolidates the partnership,
and the partnership interests owned by Advance/Newhouse
and Time Warner are reflected in TWE's consolidated financial
statements as minority intereslln accordance with the part-
nership agreement, Advance/Newhouse can require TWE to
purchase its equity interest for fair market value at specified
intervals following the death of both of its principal sharehold-
ers. In addition, TWE or Advance/Newhouse can initiate a
restructuring of the partnership, in which Advance/Newhouse
would withdraw from the partnership and receive one-third
of the partnership's net assets.
In early 1998, Time Warner (through a wholly owned
subsidiary) contributed cable television systems (or interests
therein) serving approximately 650.000 subscribers' to
TWE-A/N, subject to approximately $1 billion of debt, in
exchange for common and preferred partnership interests
in TWE-A/N, and completed certain related transactions
(collectively, the "TWE-A/N Transfers"). The cable television
systems transferred to TWE-A/N were formerly owned by
TWI Cable Inc. ("TWI Cable"), a wholly owned subsidiary of
Time Warner, and Paragon Communications ("Paragon"), a
partnership formerly owning cable television systems serving
approximately 1 million subscribers that was wholly owned
by subsidiaries of Time Warner, with 50% beneficially owned
in the aggregate by TWE and TWE-A/N. The debt assumed
by TWE-A/N has been guaranteed by TWI Cable and certain
of its subsidiaries, including Paragon.
As part of the TWE-A/N Transfers, TWE and TWE-A/N
exchanged substantially all of their respective beneficial
interests in Paragon for an equivalent share of Paragon's
cable television systems (or interests therein) serving
approximately 500,000 subscribers, resulting in wholly
owned subsidiaries of Time Warner owning 100% of the
restructured Paragon entity, with less than 1 % beneficially
held for TWE. Accordingly, effective as of January 1, 1998,
Time Warner has conSCJI jated Paragon. Because this tran-
saction represented an exchange of TWE's and TWE-A/N's
beneficial interests in Paragon for an equivalent amount of
its cable television systems, it did not have a significant eco-
nomic impact on Time Warner, TWE or TWE-A/N,
The TWE-A/N Transfers were accounted for effective as
of January 1, 1998. Time Warner did not recognize. a gain or
loss on the TWE-A/N Transfers. TWE has continued to con-
solidate TWE-A/N and Time Warner has accounted for its
interest in TWE-A/N under the equity method of accounting.
On a pro fonma basis, giving effect to the TWE-A/N
Transfers as if they had o:curred at the beginning of 1997,
Time Warner would have reported for the year ended
December 31, 1997 revenues of $13.233 billion, depreciation
expense of $375 million, operating income before noncash
amortization of intangible assets of $2,068 billion, operating
income of $1.219 billion, equity in the pretax income of the
Entertainment Group of $679 million, income before extraord:-
nary item of $307 million ($.01 loss per common share) and
net income of $252 million ($.06 loss per common share).
CVI Acquisition On January 4, 1996, Time Warner acquired
CVI, which owned cable television systems serving approxi-
mately 1.3 million subscribers, in exchange for the issuance
of approximately 5.8 million shares of common stock and
approximately 6.3 million shares of new convertible preferrec
stock ("Series E Preferred Stock" and 'Series F Preferred
Stock") and the assumption or incurrence of approximately
$2 billion of indebtedness. The acquisition was accounted for
by the purchase method of accounting for business combina-
tions; accordingly, the cost to acquire CVI of $904 million
was allocated to the net assets acquired in proportion to ther
respective fair values, as follows: cable television franchises-
$2.390 billion; goodwill-$688 million; other current and no,-
current assets-$481 million; long-term debt-$1.766 billion:
deferred income taxes-$731 million; and other current and
noncurrent liabilities-$158 million,
In October 1996, Time Warner reorganized the legal own-
ership of its wholly owned cable subsidiaries, whereby the
equity ownership of its other wholly owned cable subSidiaries
was contributed to CVI. In connection therewith, CVI was
renamed TWI Cable Inc.
TIMf' WAf~N[h' INC 19qa M\';~>Al RrnClc- 71
3. TBS TRANSACTION
On October 10, 1996, Time Warner acquired the remaining
80% interest in TBS that it did not already own (the "TBS
Transaction"). As part of the transaction, each of TW
Companies and TBS became a separate, wholly owned sub-
sidiary of Time Warner which combines, for financial report-
ing purposes, the consolidated net assets and operating
results of TW Companies and TBS. Each issued and out-
standing share of each class of capital stock of TW
Companies was converted into one share of a substantially
identical class of capital stock of Time Warner.
In connection with the TBS Transaction, Time Warner
issued (i) approximately 359.6 million shares of common
stock (including 114.2 million equivalent shares of common
stock in the form of a special class of non-redeemable com-
mon stock ("Series LMCN-V Common Stock") to affiliates
of Liberty Media Corporation ("LMC"), a subsidiary of Tele-
Communications, Inc.), in exchange for shares of TBS capi-
tal stock and pursuant to a separate option agreement with
LMC and its affiliates (the "SSSI Option Agreement") and
(ii) approximately 28 million stock options to replace all
outstanding TBS stock options. Time Warner also assumed
approximately $2B billion of indebtedness.
Of the aggregate consideration issued in the TBS Trans-
action, 12.8 million equivalent shares of common stock in the
form of Series LMCN'-V Common Stock were issued to LMC
and its affiliates in June 1997 pursuant to the SSSI Option
Agreement. The SSSI Option Agreement enabled Time
Warner to acquire substantially all of the assets of Southern
Satellite Systems, Inc. and its affiliates ("SSSI"), a subsidiary
of LMC that formerly provided uplink and distribution ser-
vices for WTBS (the "TBS Superstation"), for approximately
$213 million effective as of December 31, 1997, the date on
which the TBS Superstation was converted to a copyright,
paid, cable television programming service.
The TBS Transaction was accounted for by the purchase
method of accounting for business combinations; accord-
ingly, the cost to acquire TBS of approximately $6.2 billion
was allocated to the net assets acquired in proportion to
their respective fair values, as follows: goodwill-$6.842 bil-
lion; other current and noncurrent assets-$3.624 billion:
long-term debt-$2.765 billion; deferred income taxes-
$1 17 million; and other current and noncurrent liabilities'
$1.4 10 billion.
72 1!~"1[ \'':J\R~J[ I~ ;;'IC 10e;," :".'~'J."d f~FI)OP~
4. ENTERTAINMENT GROUP
Time Warner's investment in and amounts due to and from
the Entertainment Group at December 31, 1998 and 1997
consists of the following:
December 31, (millions) 1998 1997
Investment in TWE $ 3,850 $ 5,577
Stock option related distributions
due from TWE 1,130 417
Credit agreement debt due to TWE (400) (400)
Other net amounts due to TWE, principally
related to home video distribution (395) 41)
Investment in and amounts due
to and from TWE 4,185 5,453
Investment in TWE-A/N and
other Entertainment Gro~pcompanies 795 96
Total $ 4,980 $ 5,549
Partnership Structure TWE is a Delaware limited partnership
that was capitalized on June 30, 1992 to own and operate sub-
stantially all of the Filmed Entertainment-Warner Bros., Cable
Networks-HBO and Cable businesses previously owned by sub-
sidiaries of Time Warner. Certain Time Warner subsidiaries are
the general partners of TWE ("Time Warner General Partners").
Time Warner, through its wholly owned subsidiaries, collec-
tively owns general and limited partnership interests in TWE
consisting of 74.49% of the Series A Capital and Residual
Capital and 100% of the Senior Capital and Series B Capital.
The remaining 25.51 % limited partnership interests in the
Series A Capital and Residual Capital of TWE are owned by
MediaOne. which acquired such interests in 1993 for $1 ,532 bil-
ilon of cash and a $1.021 billion 4.4% note (the "MediaOne
Note Receivable") that was fully collected during 1996,
Partnership Capital and Allocation of Income Each partner's
Interest In TWE generally consists of the undistributed priority
capital and residual equity amounts that were initially assigned
to that partner or its predecessor based on the estimated fair
value of the net assets each contributed to TWE ("Undistributed
Contributed Capital"), plus, with respect to the priority capital
Interests only, any undistributed prionty capital return. The prior-
Ity capital return consists of net partnership income allocated to
date in accordance With the provisions of the TWE partnership
agreement and the nght to be allocated additional partnership
income which, together, provides for the various priority capital
rates of return as specified in the table below. The sum of
Undistributed Contributed Capital and the undistributed priority
capital return is referred to herein as .Cumulative Priority
Capita!." Cumulative Priority Capital is not necessarily indicative
of the fair value of the underlying priority capital interests
principally due to above-market rates of return on certain
priority capital interests as compared to securities of compara-
ble credit risk and maturity, such as the 13.25% rate of return
on the Series B Capital interest owned by the Time Warner
General Partners. Furthermore, the ultimate realization of
Cumulative Priority Capital could be affected by the fair value
of TWE, which is subject to fluctuation.
A summary of the priority of Undistributed Contributed
Capital, Time Warner's ownership of Undistributed
Contributed Capital and Cumulative Priority Capital at
December 31, 1998 and priority capital rates of return
thereon is as set forth below:
Priority of Undistributed Cumulative Priority
Undistributed Contributed Priority Capital
Contributed Capital(a) Capital Rates of % Owned by
Capital (billions) (billions) Return(b) Time Warner
Senior. Capital $ 0.5 $ 0.6 8.00% 100.00%
Series A Capital 5.6 12.8 13.00% 74.49% .
Series B Capital 2.9(d) 6.8 13.25% 100.00%
Residual Capital 3.3(d) 3,3(c) _(c) 74.49%
----'--
(a) Excludes partnership income or loss allocated thereto.
(b) To the extent income allocations are concurrently distributed. the priority capital
rates of return on the Series A Capital and Series B Capital are 11 % and
1 1.25%, respectively.
(c) Residual Capital is not entitled to stated priOrity rates of return and, as such,
its Cumulative Priority Capital is equal to its UndIstributed Contributed Capital.
However, in the case of certain events such as the liquidation or dissolution of
TWE, Residual Capital is entitled to any excess of the then fair value of the net
assets of TWE over the aggregate amount of Cumulative Pnonly CapItal and
special tax allocations.
(d) The Undistributed Contnbuted Cap,tal relating to the Senes B Cap'tal has pnorlty
over the priority returns on the Series A CapItal. The Und,stnbuted Contnbuted
Capital relating to the ResIdual Capital has pnonty over the pnonty returns on
the Senes B Capital and the Series A CapItal.
Because Undistributed Contributed Capital is generally
based on the fair value of the net assets that each partner
initially contributed to the partnership, the aggregate of such
amounts is significantly higher than TWE's partners' capital
as reflected in the consolidated financial statements, which
is based on the historical cost of the contributed net assets.
For purposes of allocating partnership income or loss to the
partners, partnership income or loss is based on the fair
v..i:ue of the net assets contributed to the partnership and
results in significantly less partnership income, or results in
partnership losses, in contrast to the net income reported by
TWE for financial statement purposes, which is also based
on the historical cost of contributed net assets.
Under the TWE partnership agreement, partnership
income, to the extent earned, is first allocated to the part-
ners' capital accounts so that the economic burden of the
income tax consequences of partnership operations is borne
as though the partnership were taxed as a corporation ("spe-
cial tax allocations"). After any special tax allocations, part-
,Iership income is allocated to the Senior Capital, Series A
Capital and Series B Capital, in order of priority, at rates of
return ranging from 8% to 13.25% per annum, and finally to
the Residual Capital. Partnership losses generally are allo-
cated first to eliminate prior allocations of partnership
income to, and then to reduce the Undistributed Contributed
Capital of, the Residual Capital, Series B Capital and Series
A Capital, in that order, then to reduce the Time Warner
General Partners' Senior Capital, including partnership
income allocated thereto, and finally to reduce any special
tax allocations. To the extent partnership income is
insufficient to satisfy all special allocations in a particular
accounting period, the right to receive additional partnership
income necessary to provide for the various priority capital
rates of return is carried forward until satisfied out of futu re
partnership income, including any partnership income that
may result from any liquidation. sale or dissolution of TWE.
TWE reported net income of $326 million, $614 million and
$210 million in 1998, 1997 and 1996, respectively, no por-
tion of which was allocated to the limited partners.
The Series B Capital owned by the Time Warner General
Partners may be increased if certain operating performance
targets are achieved over a ten-year period ending on
December 31, 2001, although it does not appear likely at
this time that such targets will be achieved. In addition,
MediaOne has an option to obtain up to an additional 6.33%
of Series A Capital and Residual Capital interests, depending
on cable operating performance. The option is exerCisable at
any time through May 2005 at a maximum exercise price of
$1.25 billion to $1.8 billion, depending on the year of exer-
cise. Either MediaOne or TWE may elect that the exerCise
price be paid with partnership Interests rather than cash
:I"'~E w;..r~I>j[R INC 19911 Al\;r~UA~, f~::r}CK; 73
Summarized Financial Information of the Entertainment Years Ended December 31, (millions) 1998 1997 1996
GrCl~ p Set forth below is summarized financial information of Cash Flow Information
the Entertainment Group, which reflects the TWE-A/N Transfers Cash provided
effective as of January 1. 1998, the Primestar Roll-up Transaction
effective as of April 1, 1998, the formation of the Road Runner by operations $ 2,288 $ 1,799 $ 1,912
Joint Venture effective as of June 3D, 1998 and the Time Warner Capital expenditures (1,603) (1,565) (1,719)
Telecom Reorganization effective as of July 1, 1998. Investments and
acquisitions (388) (172) (146)
Years Ended December 31, (millions) 1998 1997 1996 Investment proceeds 1,246 520 612
Operating Statement Information Borrowings 1,514 3,400 215
Revenues $1 2,256 $11,328 $10,861 Debt repayments (1,898) (3,085) (716)
Depreciation and Issuance of preferred
amortization (1,436) ( 1 ,386) (1,244) stock of subsidiary 243
Business segment Collections on note
operating income(l) 1,724 1,461 1,090 receivable from MediaOne 169
Interest and other, net(2) (965) (357) (524) Capital distributions (1,153) (934) (228)
Minority interest (264) (305) (207) Other financing
Income before income taxes 423 727 290 activities, net (241) (100) (92)
Income before Increase (decrease) in
extraordinary item 331 642 220 cash and equivalents (235) 106 7
Net income 331 619 220
December 31. (millions) 1998 1997
(!) Includes net pretax gains of approximately $90 million," 1998 and $200 million
in 1997 related to the sale or exchange of certa,n cable television systems. . Balance Sheet Information
(2) Includes a charge of approximately $210 million in 1998 principally to reduce Cash and equivalents $ 87
the carrying value of an interest in Primestar. 1997 includes a gain of approxl' $ 322
mately $250 million related to the sale of an interest in E' Entertainment Total current assets 4,187 3,623
Television. Inc. ("E! Entertainment").
Total assets 22,241 20,739
Total current liabilities 4,940 3,976
Long-term debt 6,578 5.990
Minority interests 1,522 1.210
Preferred stock of subsidiary 217 233
Time Warner General Partners'
Senior Capital 603 1.118
Partners' capital 5,210 6.430
Capital Distributions The assets and cash flows of TWE are
restricted by the TWE partnership and credit agreements and
are unavailable for use by the partners except through the
payment of certain fees, reimbursements, cash distributions
and loans, which are subject to limitations.
The Time Warner General Partners received $579 million
and $535 million in 1998 and 1997, respectively, of distri-
butions from TWE relating to their Senior Capital interests.
thereby increasing the cumulative cash distributions received
74 flMr: W/,I<r";[,, INC 14~H ^Nf~U/..t !..npO~1
from TWE on such interests to $1.5 billion. The Time Warner
General Partners' remaining $603 million Senior Capital
interests and any undistributed partnership income allocated
thereto (based on an 8% annual rate of return) are required
to be distributed .on July 1, 1999.
At December 31, 1998 and 1997, the Time Warner
General Partners had recorded $1.130 billion and $417 mil-
lion, respectively, .of stock option related distributions due
from TWE, based on closing prices .of Time Warner comm.on
stock of $62.06 and $31.00, respectively. Time Warner is
paid when the options are exercised. The Time Warner
General Partners also receive tax-related distributions from
TWE on a current basis. During 1998, the Time Warner
General Partners received distributions from TWE in the
amount of $1,153 billion, consisting of $579 million of
Senior Capital distributions (representing the return of
$455 million of contributed capital and the distribution of
$124 million of priority capital return), $314 million of tax-
related distributions and $260 million of stock option related
distributions. During 1997, the Time Warner General Partners
received distributions from TWE in the amount of $934 mil-
lion, consisting of $535 million of Senior Capital distributions
(representing the return of $455 million of contributed
capital and the distribution of $80 million.of priority.capital
return), $324 million of tax-related distributions and $75 million
of stock option related distributions. During 1996, the Time
Warner General Partners received distributions from TWE
in the amount of $228 million, consisting of $21 5 million of
tax-related distributions and $13 million of stock option
related distributions. In addition to the tax, stock option and
Time Warner General Partners' Senior Capital distributions,
TWE may make other capital distributions to its partners that
are also subject to certain limitations contained in the TWE
partnership and credit agreements.
In addition, in connection with the Time Warner Telecom
Reorganization, TWE made a $191 million noncash distribu-
tion to its partners, of which certain wholly owned subsidiaries
of Time Warner received an interest in Time Warner Telecom
recorded at $1 43 million based on TWE's historical cost of
the net assets (Note 2).
Debt Guarantees Each Time Warner General Partner has
guaranteed a pro rata portion of approximately $5.5 billion of
TWE's debt and accrued interest at December 31, 1998, based
on the relative fair value of the net assets each Time Warner
General Partner (or its predecessor) contributed to TWE. Such
indebtedness is recourse to each Time Warner General Partner
only to the extent of its guarantee. There are no restrictions on
the ability of the Time Warner General Partner guarantors to
transfer assets, other than TWE assets, to parties that are not
guarantors. In addition, in connection with the TWE-A/N
Transfers (Note 2), approximately $1.2 billion of TWE-A/N's
debt and accrued interest at December 31, 1998 has been
guaranteed by TWI Cable and certain of its subsidiaries.
Six Flags In April 1 998, TWE sold its remaining 49% interest
in Six Flags Entertainment Corporation ("Six Flags") to Premier
Parks Inc. ("Premier"), a regional theme park operator, for
approximately $475 million of cash. TWE used the ne~ after-tax
proceeds from this transaction to reduce debt by approximately
$300 million. As part of the transaction, TWE will continue to
license its animated cartoon and comic book characters to Six
Flags's theme parks and will similarly license such rights to
Premier's theme parks in the United States and Canada under
a long-term agreement covering an aggregate of twenty-five
existing and all future locations. A substantial portion .of the gain
on this transaction has been deferred by TWE, principally as
a result of uncertainties surrounding realization that relate to
ongoing litigation and TWE's continuing guarantees of certain
significant long-term obligations associated with the Six Flags
Over Texas and Six Flags Over Georgia theme parks.
~ OTHER INVESTMENTS
Time Warner's other investments consist of:
December 31. (millions)
Equity method investments
Cost and fair-value method investments
Total
1998
$483
311
$794
1997
5:.350
145
S : .495
In addition to TWE and its equity investees, companies
accounted for using the equity method include: Time Warner
Telecom (62% owned), the Columbia House Company part-
nerships (50% owned), other music joint ventures (generally
50% owned) and Cinamerica Theatres, L.P (sold in 1997.
TIM[ WARNER tNC \998 ANNUAL ~.:::::;: 75
but previously 50% owned). A summary of combined finan-
cial information as reported by the equity investees of Time
Warner is set forth below:
Years Ended December 31, (millions) 1998 1997 1996
Revenues $1,275 $1,336 $1,773
Depreciation and amortization (43) (13) (29)
Operating income (loss) (1) 80 173
Net income (loss) (109) (36) 61
Current assets 1,183 792 1,002
Total assets 2,065 1,132 1.616
Current liabilities 587 418 517
Long-term debt 1,807 1,303 1,360
Total liabilities 2,464 1,791 1,999
Total shareholders' deficit
or partners' capital (399) (659) (383)
In addition to the equity investees listed above, TWE's
equity investees at December 31, 1998 included: Comedy
Partners, LP. (50% owned), certain cable television system
joint ventures (generally 50% owned), the Road Runner
Joint Venture (57.9% owned, excluding Time Warner's direct
10.7% interest), Primestar (24% owned), Six Flags (49%
owned in 1997 and 1996), certain international cable and
programming joint ventures (25% to 50% owned) and
Courtroom Television Network (50% owned), A summary of
combined financial information as reported by the equity
investees of TWEis set forth below:
Years Ended December 31. (millions) 1998 1997 1996
.-"-.-.--- --------.-
Revenues $ 2,329 $ 2.207 $1,823
Depreciation and amortization (706) (235) (197)
Operating income (loss) (265) 118 62
Net loss (352) (82) (138)
Current assets 665 412 624
Total assets 5,228 3,046 3,193
Current liabilities 628 993 407
Long-term debt 2,917 1.625 2,197
Total liabilities 3,699 2.734 2,829
Total shareholders' equity
.~~ partn,~~~,_~apita~_~ __ 1,529 312 364
76 1;'.~:: WARNER INC' 1998 ANNUAL REPORT
Included in the foregoing summary is combined financial
information of Time Warnf:-, Cable's unconsolidated cable
television systems that serve an aggregate of 2.3 million sub-
scribers as of December 31, 1998. Time Warner Cable has
an approximate 50% weighted-average interest in these
cable television systems. For 1998, excluding the operating
results of the Texas Cable Joint Venture which was formed
at the end of the year, these cable television systems reported
combined operating income of $93 million and combined
depreciation and amortization of $1 60 million. Similarly, at
the end of 1998, including approximately $1.3 billion of debt
of the Texas Cable Joint Venture, these cable television sys-
tems had debt of approxir:lately $2.4 billion.
6. INVENTORIES
Inventories consist of:
1998
1997
December 31, (millions) Current Noncurrent Current Noncurrent
Film costs:
Released,
less amortization $ 51 $ 308 $ 68
Completed and
not released 20 88
In process and other 2 240
Library, less
amortization 1,007
Programming costs,
less amortization 457 345 293
Magazines, books
and recorded music 416 381
Total $946 $1,900 $830
$ 228
48
141
1,064
285
$1,766
Excluding the Library, the total cost incurred in the pro-
duction of theatrical and television product (including direct
production costs. production overhead and certain exploitation
costs, such as film prints and home videocassettes) amounted
to $633 million ;n 1998 and $506 million in 1997; and the
total cost amortized amounted to $585 million and $613 mil-
lion, respectively. Excluding the Library. the unamortized
cost of completed films at December 31, 1998 amounted
to $379 million, approximately 90% of which is expected to
be amortized Within three years after release.
7. LONG-TERM DEBT
Long-term debt consists of:
Weighted-Average
Interest Rate at December 31,
December 31, 1998 Maturities 1998 1997
Bank credit (millions)
agreement
borrowings 6.0% 2002 $ 1,234 $ 2,600
Fixed-rate
senior notes
and debentures 7.8% 2000-2036 8,491 6,909
Variable' rate
senior notes
4.8% 2009-2031
1,200
1,200
Zero-coupon
convertible notes
Total
24
$10,925 $ 11,833
Substantially all of Time Warner's long-term debt repre-
sents the obligations of its wholly owned subsidiaries TW
Companies, TBS and TWI Cable. Time Warner and each of
TWCompanies and TBS (the "Guarantor Subsi9iaries") hilVe
fully and unconditionally guaranteed any outstanding publicly
traded indebtedness of each other and, along with TWI
Cable, have similarly guaranteed each other's outstanding
borrowings under their joint bank credit agreement. As a
result, the credit profile associated with the indebtedness of
Time Warner or any of the Guarantor Subsidiaries is substan-
tially the same.
Financing Activities During the past three years, in response
to favorable market conditions and in connection with certain
acquisitions, Time Warner and its consolidated subsidiaries
have refinanced approximately $8.5 billion of debt. These
debt refinancings have had the positive effect of lowering the
Company's cost of borrowing, staggering debt maturities and,
with respect to the redemption of certain convertible securi-
ties, eliminating the potential dilution from the conversion of
such securities into 62.5 million shares of Time Warner com-
mon stock. In connection with these refinancings, Time Warner
recognized an extraordinary loss on the retirement of debt of
$55 million in 1997 and $35 million in 1996.
In addition to these refinancings, Time Warner continued
its debt reduction efforts in 1998. Debt reduction of approxi-
mately $3 billion was partially offset by a $2.1 billion increase
in debt in order to fund the 1998 redemption of Time Warner's
Series M Preferred Stock (Note 11), This debt reduction was
achieved principally by using cash provided by operations, pro-
ceeds from certain asset sales, cash distributions from TW....:
and the noncash transfer of approximately $1 billion of debt
to TWE-A/N as part of the TWE-A/N Transfers (Note 2).
Zero-Coupon Convertible Notes During 1998, approximately
$1.15 billion accreted amount of zero-coupon convertible notes
due 2013 (the .Zero-Coupon Convertible Notes") were con-
verted into an aggregate 37.4 million shares of Time Warner
common stock. To partially offset the dilution resulting from this
conversion, Time Warner incurred a corresponding $1.1 5 billion
of debt and used the proceeds therefrom to repurchase com-
mon stock (Note 12).
Variable-Rate Notes At December 31, 1998, variable-rate
senior notes consisted of $600 million principal amount of
Floating Rate Reset Notes due July 29, 2009 that are
redeemable at the election of the holders, in whole but not in
part, on July 29, 1999 (the "Two-Year Floating Rate Notes") and
$600 million principal amount of Floating Rate Reset Notes due
December 30, 2031 that are similarly redeemable at the elec-
tion of the holders on December 30, 2001 (the "Five-Year
Floating Rate Notes"). The Two-Year Floating Rate Notes bear
interest at a floating rate equal to UBOR less 115 basis points
until July 29. 1999, at which time, if not redeemed, the interest
rate will be reset at a fixed rate equal to 6.16% plus a margin
based upon the credit risk of TW Companies at such time. The
Five-Year Floating Rate Notes bear interest at a floating rate
equal to UBOR less 25 basis points until December 30, 2001.
at which time, if not redeemed, the interest rate will be reset
at a fixed rate equal to 6.59% plus a margin based upon the
credit risk of TW Companies at such time.
Bank Credit Agreement As part of the debt refinancings
referred to above, Time Warner, together with certain of its con-
solidated and unconsolidated subsidiaries, entered into a five-
year revolving credit facility in November 1997 (the -1997
Credit Agreement") and terminated its subsidiaries' financing
arrangements under certain previously existing bank credit facili-
ties (the "Old Credit Agreements"). This enabled Time Warner
to reduce its aggregate borrowing availability from $10.3 billion
to $7.5 billion, lower Interest rates and refinance outstanding
borrowings under the Old Credit Agreements in the amounts of
approximately $2.4 billion by subsidiaries of Time Warner and
$2.1 billion by TWE.
TIM[ WARNfR INL It/'id M.r~,J":'~ '"'r"ORl 77
The 1997 Credit Agreement permits borrowings in an
aggregate amount of up to $7.5 billion, with no scheduled
reduction in credit availability prior to maturity in November
2002. The borrowers under the 1997 Credit Agreement are
Time Warner, TW Companies, TBS, TWI Cable, TWE and
TWE-AlN. Borrowings under the 1997 Credit Agreement are
limited to (0 $6 billion in the aggregate for Time Warner, TW
Companies, TBS and TWI Cable, (ii) $7.5 billion in the case
of TWE and (iii) $2 billion in the case of TWE-AlN, subject
in each case to an aggregate borrowing limit of $7.5 billion
and certain other limitations and adjustments. Such borrow-
ings bear interest at specific rates for 'each of the borrowers
(generally equal to UBOR plus a margin initially ranging from
35 to 40 basis points) and each borrower is required to pay
a commitment fee on the unused portion of its commitment
(initially ranging from .125% to .15% per annum), which mar-
gin and fee vary based on the credit rating or financial lever-
age of the applicable borrower, Borrowings may be used for
general business purposes and unused credit is available to
support commercial paper borrowings. The 1997 Credit
Agreement contains certain covenants generally for each
borrower relating to, among other things, additional indebted-
ness; liens on assets; cash flow coverage and leverage ratios;
and dividends, distributions and other restricted. cash pay-
ments or transfers of assets from the borrowers to their
respective shareholders, partners or affiliates.
Credit Agreement with TWE Time Warner has a credit
agreement with TWE that allows it to borrow up to $400 million
from TWE through September 15, 2000. Outstanding bor-
rowings from TWE in the amount of $400 million bear interest
at UBOR plus 1 % per annum. All amounts due to TWE under
this agreement have been reclassified to Time Warner's invest-
ment in and amounts due to and from the Entertainment Group
in the accompanying consolidated balance sheet
78 llMf W^RNr!~ I~r lq98 AN~UAt RfPORl
Interest Expense and Maturities At December 31, 1998,
Time Warner had interest rate swap contracts to pay floating-
rates of interest and receive fixed-rates of interest on $1.6 bil-
, lion notional amount of indebtedness, which resulted in
approximately 37% of Time Warner's underlying debt being
subject to variable interest rates (Note 15).
Interest expense amounted to $891 million in 1998,
$1.049 billion in 1997 and $968 million in 1996, including
$6 million in 1998, $19 million in 1997 and $26 million in
1996 which was paid to TWE in connection with borrowings
under Time Warner's $400 million credit agreement with
TWE. The weighted-average interest rate on Time Warner's
total debt, including the effect of interest rate swap con-
tracts, was 7.2% at December 31, 1998 and 1997.
Annual repayments of long-term debt for the five years
subsequent to December 31, 1998 consist of $500 million
due in 2000, and $1.234 billion due in 2002. Such repaymel'\ts
exclude the aggregate redemption prices of $600 million in
1999 and $600 million in 2001 relating to the variable-rate
senior notes, in the years in which the holders thereof may
first exercise their redemption options.
Fair Value of Debt Based on the level of interest rates pre-
vailing at December 31, 1998 and 1997, the fair value of
Time Warner's fixed-rate debt exceeded its carrying value by
$1.098 billion and $753 million, respectively. Unrealized gains
or losses on debt do not result in the realization or expenditure
of cash and generally are not recognized for financial reporting
purposes unless the debt is retired prior to its maturity,
8. BORROWINGS AGAINST FUTURE STOCK
OPTION PROCEEDS
In 1998, in connection with Time Warner's expanded com-
mon stock repurchase program (Note 12), Time Warner
entered into a new five-year, $1.3 billion revolving credit
facility (the .Stock Option Proceeds Credit Facility"), which
replaced its previously existing facility. Borrowin9s under the
Stock Option Proceeds Credit Facility are principally used to
fund stock repurchases and approximately $12 million of
future preferred dividend requirements on Time Warner's
convertible preferred stock as of December 31, 1998, At
December 31, 1998 and 1997, Time Warner had outstand-
ing borrowings against future stock option proceeds of
$895 million and $533 million, respectively.
The Stock Option Proceeds Credit Facility initially provides
for borrowings of up to $1.3 billion, of which up to $125 million
is reserved solely for the payment of interest and fees there-
under. Borrowings under the Stock Option Proceeds Credit
Facility generally bear interest at L1BOR plus a margin equal
to 75 basis points and are principally expected to be repaid
from the cas~ proceeds received from the exercise of desig-
nated employee stock options. The receipt of such stock
option proceeds in excess of $900 million through March
2000, and thereafter in full on a cumulative basis, permanently
reduces the borrowing availability under the facility. At
December 31, 1998, based on a closing market price of Time
Warner common stock of $62.06, the aggregate value of
potential proceeds to Time Warner from the exercise of out-
standing vested, "in the money' stock options covered under
the facility was approximately $1.9 billion, representing a
1.5 to 1 coverage ratio over the related $1.3 billion borrowing
availability. To the extent that such stock option proceeds are
not sufficient to satisfy Time Warner's obligations under the
Stock Option Proceeds Credit Facility, Time Warner is generally
required to repay such borrowings using proceeds from the
sale of shares of its common stock held in escrow under the
Stock Option Proceeds Credit Facility or, at Time Warner's
,election, using available cash on hand. Time Warner had placed
76 million shares in escrow at December 31, 1998, which
shares are not considered to be issued and outstanding capital
stock of the Company. Time Warner may be required, from time
to time, to have up to 210 million shares held in escrow. In
addition, as a result of Time War.ler's commitment to use the
Stock Option Proceeds Credit Facility to fund future preferred
dividend requirements on certain classes of its convertible pre-
ferred stock, Time Warner has also supplementally agreed to
place in escrow an amount of cash equal to any excess of the
unpaid, future preferred dividend requirements on such series
of convertible preferred stock over the borrowing availability
under the facility at any time.
9. INCOME TAXES
Domestic and foreign pretax income (loss) are as follows:
Years Ended December 31. (millions) 1998 1997 1996
Domestic $486 $ 728 $ (193)
Fo~~i9n 100 104 197
Total $586 $832 S 4
Current and deferred income taxes (tax benefits) provided
are as follows:
Years Ended December 31, (millions) 1998 1997 ~996
Federal:
Current( 1 ) $436 $191 S 50
Deferred (259) 49 1'43)
Foreign:
Current(2) 260 205 230
Deferred (49) (3) (16)
State and Local:
Current( 1 ) 166 88 83
Deferred ( 136) (50)
Total $418 $531 S '60
(1) Includes ut i.za:,on of lax carry forwards of $126 mllhon In 1996. $10;:> - :..-
1997 and S77 mllhon In 1996. Excludes current federal and state aoc ::~ ".
benefIts of $476 mllhon on 1996. $165 molhon in 1997 and $20 mllllO' 'c . "95
resulting frO'T; ~he exercise of stock options and vesting of restricted E:': ~>.
awards, whlc:'1 ',nere credited directly to paid-in-capital. Excludes CU7re'"': ;-s:-::'=.
tax benefits 'C.i $30 million In 1997 and $4 million in 1996 resultlng ~,~- ~--=
rehrem~nt o' cC:J:. which reduced the ex.traord1nary losses In such ye?!~:
(2) Includes fo'e'~n ,dhholdlng laxes of $113 mrlhon In 1996. $114 m;!':- -
1997 and $ 1 01 m,lI,on ,n 1996.
lltJr '".,,:;'\1"1,' INr~ :qC;;~ ,\!',,"':!J:.: ;;;-~':;:- 79
The differences between income taxes expected at the
U,S. federal statutory income tax rate of ...;5% and income
taxes provided are as set forth below. The relationship
between income before income taxes and income tax
expense is most affected by the amortization of goodwill
and certain other financial statement expenses that are
not deductible for income tax purposes.
Years Ended December 31, (millions)
Taxes on income at
U.S. federal statutory rate
State and local taxes,
net of federal tax benefits
Nondeductible
goodwill amortization
Other nondeductible
expenses
Foreign income taxed at
different rates, net of
U.S. foreign tax credits
Other
Total
$531
1998
1997
1996
$205
$291
$ 2
20
58
170
170
131
13
11
9
4
(13)
$160
10
$418
Significant components of TimeWarner's net deferred tax
liabilities are as follows:
December 31, (millions) 1998 1997
..---------....--
Assets acquired in
business combinations $ 3,1 58 $ 3,352
Depreciation and amortization 1,112 1,152
Unrealized appreciation of
certain marketable securities 4 4
Other 452 449
Deferred tax liabilities 4,726 4,957
Tax carryforwards 304 327
Accrued liabilities 513 381
Receivable allowances and
return reserves 217 203
Other 201 86
Deferred tax assets 1,235 997
Net deferred tax liabilities $3,491 $ 3.960
80 TIML W.\RiJlh' IN~_' :~l,l:-i ,\:\JI"':UAL R~POI<T
26
U,S, income and foreign withholding taxes have not been
recorded on permanently reinvested earnings of foreign
subsidiaries aggregating approximately $945 million at
December 31, 1998. Determination of the amount of unrec-
ognized deferred U.S. income tax liability with respect to such
earnings is not practicable. If such earnings are repatriated,
additional U.S. income and foreign withholding taxes are sub-
stantially expected to be offset by the accompanying foreign
tax credits.
U.S. federal tax carryforwards at December 31, 1998
consisted of $456 million of net operating losses, $109 mil-
lion of investment tax credits and $34 million of alternative
minimum tax credits. The utilization of certain carryforwards
is subject to limitations under U.S. federal income tax laws.
Except for the alternative minimum tax credits which do not
expire, the other U.S. federal tax carryforwards expire in vary-
ing amounts as follows for income tax reporting purposes:
10
(millions)
Carryforwards
Net Investment
Operating Tax
Losses Credits
1999
2000
2001
2002
Thereafter up to 201 1
10. MANDATORILY REDEEMABLE PREFERRED
SECURITIES
In August 1995. Time Warner issued approximately 12.1 million
Company-obligated mandatorily redeemable preferred securi-
ties of a wholly owned subsidiary ("PERCS") for aggregate
gross proceeds of $374 million. The PERCS were mandatorily
redeemable In December 1997 for an amount per PERCS
equal to the lesser of $54.4 1, and the market value of
1,5 shares of common stock of Hasbro, Inc. ("Hasbro") on
December 17, 1997, payable in cash or, at Time Warner's
option, Hasbro common stock. Pursuant to these terms,
Time Warner redeemed the PERCS in December 1997 for
all of its 18.1 million shares of Hasbro common stock. In con-
nection with thiS redemption and the related disposal of its
interest in Hasbro, Time Warner recognized a $200 million pre-
tax gain in 1997, which has been classified in interest and other,
net, in the accompanying consolidated statement of operations.
In December 1995, Time Warner issued approximately
23 million Company-obligated mandatorily redeemable pre-
ferred securities of a wholly owned subsidiary ("Preferred Trust
Securities") for aggregate gross proceeds of $575 million. The
sole assets of the subsidiary that is the obligor on the Preferred
Trust Securities are $592 million principal arnount of 8%%
subordinated debentures of TW Companies due December 31,
2025. Cumulative cash distributions are payable on the
Preferred Trust Securities at an annual rate of 8 % %. The
Preferred Trust Securities are mandatorily redeemable for cash
on December 31, 2025, and Time Warner has the right to
redeem the Preferred Trust Securities, in whole or in part, on or
after December 31, 2000, or in other certain circumstances, in
each case at an amount per Preferred Trust Security equal to
$25 plus accrued and unpaid distributions thereon.
Time Warner has certain obligations relating to the
Preferred Trust Securities which amount to a full and uncon-
ditional guaranty (on a subordinated basis) of its subsidiary's
obligations with respect thereto.
1.1. REDEMPTION OF SERIES M PREFERRED STOCK
In December 1998, Time Warner redeemed all of its out-
standing shares of 10 'j,% Series M Preferred Stock, which
were issued initially in April 1996. The aggregate redemption
cost of approximately $2.1 billion was funded with proceeds
from the issuance of lower-cost debt. As a result of this
redemption, preferred dividend requirements in Time Warner's
1998 consolidated statement of operations include a one-time
effect of $234 million ($.19 loss per common share) relating
to the redemption premium paid in connection therewith.
Because the weighted-average interest rate of the debt is
approximately 375 basis points lower than the dividend rate
of the Series M Preferred Stock and the interest on the debt
is tax deductible (whereas dividends are not), Time Warner
. expects to realize approximately $100 to $125 million of
annual cash savings as a result of thiS redemption.
12. SHAREHOLDERS' EQUITY
At December 31, 1998, shareholders' equity of Time Warner
included 22.6 million shares of convertible preferred stock
that are convertible into 94.1 million shares of common
stock, 57.1 million shares of Series LMCN-V Common Stock
that are convertible into 114.2 million shares of common
stock and 1.118 billion shares of common stock (net of
18.7 million shares of common stock in treasury). Time Warner
currently is authorized to issue up to 250 million shares of
preferred stock, up to 2 billion shares of common stock and
up to 200 million shares of additional classes of common
stock, including Series LMCN-V Common Stock.
In December 1998, a two-for-one common stock split
was effectuated by the payment of a 100% stock dividend
in the amount of 558.2 million shares of common stock
(the "1998 Stock Split"). The 1998 Stock Split did not affect
the number of shares of Series LMCN-V Common Stock
outstanding. Accordingly, each share of Series LMCN-V
Common Stock now is equivalent effectively to two shares
of common stock. Shares of Series LMCN-V Common Stock
continue to have limited voting rights.
During 1998 and January 1999, Time Warner issued
approximately 66 million shares of common stock in connec-
tion with the conversion of 15.8 million shares of convertible
preferred stock. These conversions are expected to result in
approximately $60 million of cash dividend savings in the
aggregate for Time Warner through the end of 1999.
During 1998, Time Warner acquired 59.9 million shares
of its common stock at an aggregate cost of $2.24 billion
under its existing common stock repurchase program. thereo:
Increasing the cumulative shares purchased to approximatel'.
95.1 million shares at an aggregate cost of $3.04 bililon.
Except for repurchases of common stock using oorrO\Vlngs ;-
, 998 that offset $1.15 billion of debt reduction associated
with the conversion of the Zero-Coupon Convertible Noles
into common stock. these repurchases were funded With stoc-
option exerCise proceeds and borrowings under Time Warner'"
Stock Option Proceeds Credit Facility.
:n.I[ W;,RN[f./ rNC lq(ld :",.;~.;< ~t.;"J:'::7 81
In January 1999, Time Warner's Board of Directors autho-
rized a new common stock repurchase program that allows the
Company to repurchase, from time to time, up to $5 billion of
common stock. This program is expected to be completed over
a three-year period. However, actual repurchases in any period
will be subject to market conditions. Along with stock option
exercise proceeds and borrowings under the Stock Option
Proceeds Credit Facility, additional funding for this program is
~xpected to be provided by anticipated future free cash flow
and financial capacity.
As of December 31, 1998, Time Warner had approximately
22.6 million shares of cOnvertible preferred stock outstanoll'd'
However, in January 1999, all of the outstanding shares
of Series G and Series H preferred stock were converted into
12.5 million shares of common stock. Set forth below is a
summary of the principal terms of Time Wanner's dasses of
convertible preferred stock:
Number of
Shares of Common Final $3.75
Shares Stock Issuable Per Share Earliest Earliest
Outstanding Upon Conversion Dividend Exchange Redemption
Description (millions) (millions) Date Date Date
Series D preferred stock 11.0 45.8 7/6/99 7/6/99 7/6/00
Series E preferred stock 3.1 13.0 1/4/01 1/4/01 1/4/01
Series F preferred stock 3,0 12.4 1/4/00 1/4/00 1/4101
Series G preferred stock 1.2 5.0 9/5/99 9/5/99 9/5/99
Series H preferred stqck 1.8 7.5 9/5/99 9/5/00 9/5/99
Series I preferred stock 0.7 2.9 1012/99 1012199 1012/99
~.~.r..il:l.~....~....Pr.~!~r.r.~9...~!?~.~..... 1.8 7.5 512100 512100 512100
Total shares outstanding
at December 31, 1998 22.6 94.1
Conversion of Series G and H
..prE!fe.rre.cJst?c~i~~~nu~ry 1999 (3.0) (12,5)
Total shares outstanding
at January 31, 1999 19.6 81.6
82 TIME WARNER INC \998 ANNUAL REPORT
The principal terms of each outstanding series of convert-
ible preferred stock (collectively, the "Lonvertible Preferred
Stock") are similar in nature, unless otherwise noted below.
Each share of Convertible Preferred Stock: (1) is entitled to
a liquidation preference of $100 per share, (2) is immediately
convertible into 4.16528 shares of Time Warner common
stock at a conversion price of $24 per share (based on its
liquidation value), (3) entitles the holder thereof (i) to receive
for a four-year period from the date of issuance (or a five-
year period with respect to the Series E and Series J preferred
stock) an annual dividend per share equal to the greater of
$3.75 and an amount equal to the dividends paid on the
Time Warner common stock into which each share may be
converted and (ij) to the extent that any of such shares of
preferred stock remain outstanding at the end of the period
in which the minimum $3.75 per share dividend is to be paid,
the holders thereafter will receive dividends equal to the divi-
dends paid on shares of Time Warner common stock multi-
plied by the number of shares into which their shares of
preferred stock are convertible and (4) entitles the holder
thereof to vote with the common 'stockholders on all matters.
on which the common stockholders are entitled to vote, and
, each share of such Convertible Preferred Stock is entitled
to four votes on any such matter;
Time Warner has the right to exchange each series of
Convertible Preferred Stock for Time Warner common stock
at the stated conversion price at any time on or after the
respective exchange date. In addition, Time Warner has the
right to redeem each series of Convertible Preferred Stock,
in whole or in part, for cash at the liquidation value plus
accrued dividends, at any time on or after the respective
redemption date.
Pursuant to Time Warner's shareholder rights plan, as
amended, each share of Time Warner common stock has
attached to it one right, which becomes exercisable in certain
events involving the acquisition of 1 5% or more of the then
outstanding common stock of Time Warner on a fully diluted
basis. Upon the occurrence of such an event, each right enti-
ties its holder to purchase for $75 the economic equivalent of
common stock of Time Warner, or in certain circumstances, of
the acquiror, worth twice as much. In connection with the plan.
8 million shares of preferred stock were reserved. The rights
expire on January 20, 2004.
At December 31, 1998, Time Warner had convertible
securities and outstanding stock options that were convertible
or exercisable into approximately 230 million shares of com-
mon stock (as adjusted for the January 1999 conversion of
Series G and Series H preferred stock).
At February 28, 1999, there were approximately 25,000
holders of record of Time Warner common stock. This total
does not include the large number of investors who hold such
shares through banks, brokers or other fiduciaries.
13. STOCK OPTION PLANS
Time Warner has various stock option plans under which
Time Warner may grant options to purchase Time Warner
common stock to employees of Time Warner and TWE. Such
options have been granted to employees of Time Warner and
TWE with exercise prices equal to, or in excess of, fair mar-
ket value at the date of grant Accordingly, in accordance
with APB 25 and related interpretations, compensation cost
is not generally recognized for its stock option plans. Generally.
the options become exercisable over a three-year vesting
period and expire ten years from the date of grant Had com-
pensation cost for Time Warner's stock option plans been
determined based on the fair value at the grant dates for all
awards made subsequent to 1994 consistent with the method
set forth under FASB Statement No. 123, "Accounting for
Stock-Based Compensation" ("FAS 123"), Time Warner's net
income (loss) and net loss per common share would have
been changed to the pro forma amounts indicated below:
Years Ended December 31,
(millions, except per share amounts) 1998 1997 1996
Net income (loss):
As reported $168 $246 $ (191)
Pro forma $106 $200 $(216)
Net loss per common share:
As reported $ (.31) $ (.06) $ (.52)
Pro forma $ (.36) $ (.10) $ (.55)
TIMF WA!~NER INC 1~~9A AN;"'::,;;,~ REPORT 83
FAS 123 is applicable only to stock options granted subse-
quent to December 31, 1994. Accordingly, since Time Warner's
compensation expense associated with such grants would gen-
erally be recognized over a three-year vesting period, the initial
impact of applying FAS 123 on pro forma net income for 1996
is not comparable to the impact on pro forma net income for
1998 and 1997, when the pro fonma effect of the three-year
vesting period has been fully reflected.
For purposes of applying FAS 123, the fair value of each
option grant is estimated on the date of grant using the Black-
Scholes option-pricing model with the following weighted-
average assumptions used for grants in 1998, 1997 and
1996: dividend yields of 0.5%, 1 % and 1 %, respectively;
expected volatility of 21.6%, 21.9% and 21.7%, respectively;
risk-free interest rates of 5.5%. 6.4% and 6.1 %, respectively;
and expected lives of 5 years in all periods. The weighted aver-
age fair value of an option granted during the year was $11.13
($6.57, net of taxes), $6.58 ($3.88, net of taxes) and $5.78
($3.41, net of taxes) for the years ended December 31, 1998,
1997 and 1996. respectively. In each period, Time Warner
granted options to certain executives at exercise prices exceed-
ing the market price of TimeWarner common stock on the date
of grant These above~market options had a weighted average
exercise price and fair value of $49.54 and $9.45 ($5.58, net
of taxes), respectively, in 1998; $32.45 and $6.29 ($3.71, net
of taxes), respectively, in 1997; and $26.44 and $4.44.
($2.62, net of taxes), respectively, in 1996.
A summary of stock option activity under all plans is
as follows:
Weighted-
Thousands Average
of Exercise
Shares Price
157,238 $ 15.68
18,920 21.65
(7,372) 13.45
27,425 13.20
20.41
195,734 $ 15.98
16,544 22.41
(32,632) 13.66
18.89
178,704 $ 16.99
18,100 37.71
(48,323) 15.01
(417) 28.01
Balance at January 1, 1996
Granted
Exercised
Assumed in connection with
the TBS Transaction
Cancelled
Balance at December 31, 1996
Granted
Exercised
Cancelled
Balance at December 31, 1997
Granted
Exercised
. Cancelled
.......................................................................-................... ..,......................,............ .... ..................................... ......... ..............
Balance at December 31,1998 148,064 $ 20.14
December 31, (thousands)
Exercisable
Available for future grants
1998
112,471
11,207
1997
145,616
12.771
1996
165.394
16,063
The following table summarizes information about stock options outstanding at December 31, 1998:
______~ptions Out:tanding Options Exercisable
_._-------- -.---- --,,-- -....---
Number Weighted' Weighted- Number Wei9hted-
Range of Outstanding Average Average Exercisable Average
Exercise at 12/31/98 Remaining Exercise at 12/31/98 Exercise
Prices (thousands) Contractual Life Price (thousands) Price
--------.----
Under $10 7.726 1.7 years $ 8.98 7,726 $ 8.98
$ 1 0.00 to $1 5.00 25.239 3.1 years $12,14 25,239 $12.14
$1 5.01 to $20.00 59.851 4.3 years $18.20 55,545 $18.16
$20.01 to $30.00 35.538 6.4 years $22.02 23,056 $21.73
$30,0 I to $45,00 16,573 8.9 years $35.09 905 $31.75
$45,01 to $54.05 3.137 9. I years $48.44
Total 148.064 5.1 years $20.14 112,471 $17,02
For options exercised by employees of TWE, Time Warner
IS reimbursed by TWE for the amount by which the market
value of Time Warner common stock on the exercise date
exceeds the exercise price, or the greater of the
84 TIME WARNER INC. 1993 A;\HJUAL REPORT
exercise price or $13.88 for options granted prior to the TWE
capitalization on June 30, 1992. There were 47.7 million
options held by employees of TWE at December 31, 1998,
33.4 million of which were exercisable,
14. BENEFIT PLANS
Time Warner and its subsidiaries have defined benefit
pension plans covering substantially all domestic employees.
Pension benefits are based on formulas that reflect the
employees' years of service and compensation levels during
their employment period. Time Warner's common stock
represents approximately 12% and 7% of plan assets at
December 31, 1998 and 1997, respectively. A summary of
activity for Time Warner's defined benefit pension plans is
as follows:
Years Ended December 31, (millions)
1998
1997
1996
Components of Pension Expense
Service cost $ 53 $ 45
Interest cost 74 68
Expected return on plan assets (73) (62)
Net amortization and deferral 2
_........~R__~._..____..._..._......~._..._._.._._...._...._-----.---.......--.-..__..__.M....__.._._...._.........
Total $ 56 $ 52
December 31, {millions)
Change in Projected Benefit Obligation
Projected benefit obligation
at beginning of year
SerVice cost
I nterest cost
Actuarial loss
Benefits
Projected benefit obligation
at end of
Change in Plan Assets
Fair value of plan assets
at beginning of year
Actual return on plan assets
Employer contribution
Benefits
Fair value of plan assets
...~tl:!~~{)fXl:!Clr
Unfunded projected benefit
obligation
Additional minimum Iiability<a)
Unrecognized actuarial loss (gain)
Unrec{)flnized prior service cost
Accrued pension expense
$ 49
64
(57)
4
$ 60
1998
1997
$ 990 $850
53 45
74 68
98 78
(52) (51)
63 990
839 704
191 162
16 15
(46) (42)
1,000 839
(163) (151)
(33) (38)
(16) 3
16 15
$ (196) $(171)
(a) The additional minimum liability is offset tully by a corresponding intangible
asset recognized in the consolidated balance sheet.
December 31, 1998 1997 1996
Weighted-Average Pension
Assumptions
Discount rate 6.75% 7.25% 7.75%
Expected return on plan assets 9% 9% 9%
Rate of compensation increase 6% 6% 6%
Included above are projected benefit obligations and
accumulated benefit obligations for unfunded defined benefit
pension plans of $118 million and $97 million as of
December 31, 1998, respectively; and $94 million and
$72 million as of December 31, 1997, respectively.
Employees of Time Warner's operations in foreign coun-
tries participate to varying degrees in local pension plans,
which in the aggregate are not significant
Time Warner also has certain defined contribution plans,
including savings and profit sharing plans, as to which the
expense amounted to $84 million in 1998, $83 million in
1997 and $67 million in 1996. Contributions to the savings
plans are based upon a percentage of the employees' elected
contributions. Contributions to the profit sharing plans are
generally determined by management and approved by the
boards of directors of the participating companies.
15. DERIVATIVE FINANCIAL INSTRUMENTS
Time Warner uses derivative financial instruments principally
to manage the risk that changes in interest rates wi:! affect
either the fair value of its debt obligations or the amount of
its future interest payments and, with regard to foreign cur-
rency exchange rates, to manage the risk that changes in
exchange rates will affect the amount of unremitted or future
royalties and license fees to be received from the sale of
U.S. copyrighted products abroad, The following is a sum-
mary of Time Warner's risk management strategies and the
effect of these strategies on Time Warner's consolidated
financial statements.
Interest Rate Risk Management
Interest Rate Swap Contracts
Interest rate swap contracts are used to adjust the propor-
tion of total debt that is subject to variable and fixed interest
rates. Under an interest rate swap contract, Time Warner
either agrees to pay an amount equal to a specified vari-
able-rate of interest times a notional principal amount, and
to receive in return an amount equal to a specified fixed-rate
of interest times the same notional principal amount or, vice
TIME WARN[R INC. 1998'ANNlJt,.. ;.:: PO!;'>], 85
versa, to receive a variable-rate amount and to pay a fixed-
rate amount The notional amounts of the contract are not
exchanged. No other cash payments are made unless the
contract is terminated prior to maturity, in which case the
amount paid or received in settlement is established by
agreement at the time of termination, and usually represents
the net present value, at current rates of interest, of the
remaining obligations to exchange payments under the
terms of the contract Interest rate swap contracts are
entered into with a number of major financial institutions
in order to minimize counterparty credit risk.
Time Warner accounts for its interest rate swap contracts
differently based on whether it has agreed to pay an amount
based on a variable-rate or fixed-rate of interest For interest
rate swap contracts under which Time Warner agrees to pay
variable-rates of interest, these contracts are considered to
be a hedge against. changes in the fair value of Time
Warner's fixed-rate debt obligations. Accordingly, the inter-
est rate swap contracts are reflected at fair value in Time
Warner's consolidated balance sheet and the related portion
of fixed-rate debt being hedged is reflected at an amount
equal to the sum of its carrying value plus an adjustment
representing the change in fair value of the debt obligations
attributable to the interest rate risk being hedged. In addition,
changes during any accounting period in the fair value of
these interest rate swap contracts, as well as offsetting
changes in the adjusted carrying value of the related portion
of fixed-rate debt being hedged, are recognized as adjust-
ments to interest expense in Time Warner's consolidated
statement of operations. The net effect of this accounting
on Time Warner's operating results is that interest expense
on the portion of fixed-rate debt being hedged is generally
recorded based on variable interest rates.
For interest rate swap contracts under which Time Warner
agrees to pay fixed-rates of interest, these contracts are
considered to be a hedge against changes in the amount of
future cash flows associated with Time Warner's interest
payments of Time Warner's variable-rate debt obligations.
Accordingly, the interest rate swap contracts are reflected at
fair value in Time Warner's consolidated balance sheet and
the related gains or losses onthese contracts are deferred
in shareholders' equity (as a component of comprehensive
income). These deferred gains and losses are then amortized
as an adjustment to interest expense over the same period in
which the related interest payments being hedged are rec-
ognized in income, However, to the extent that any of these
contracts are not considered to be perfectly effective in
offsetting the change in the value of the Interest payments
86 llMF WAfUjf:R INC 19qR Af\,;t\;UAL REPOR'I
being hedged, any changes in fair value relating to the inef-
fective portion of these contracts are immediately recognized
in income. The net effect of this accounting on Time Warner's
operating results is that interest expense on the portion of
variable-rate debt being hedged is generally recorded based
on fixed interest rates.
At December 31, 1998, Time Warner had interest rate
swap contracts to pay variable-rates of interest (average six-
month UBOR rate of 5.5%) and receive fixed-rates of inter-
est (average rate of 5.5%) on $1.6 billion notional amount of
indebtedness, which resulted in approximately 37% of Time
Warner's underlying debt, and 39% of the debt of Time
Warner and the Entertainment Group combined, being subject
to variable interest rates. The notional amount of outstanding
contracts by year of maturity at December 31, 1998 is as
follows: 1999-$1.2 billion; and 2000-$400 million. At
December 31, 1997, Time Warner had interest rate swap
contracts on $2.3 billion notional amount of indebtedness.
The net gain or loss on the ineffective portion of these interest
rate swap contracts was not material in any period.
Interest Rate Lock Agreements
In the past, Time Warner sometimes has used interest rate
lock agreements to hedge the risk that the cost of a future
issuance of fixed-rate debt may be adversely affected by
changes in interest rates. Under an interest rate lock agree-
ment, Time Warner agrees to payor receive an amount equal
to the difference between the net present value of the cash
flows for a notional principal amount of indebtedness based
on the existing yield of a U.S. treasury bond at the date when
the agreement is established and at the date when the agree-
ment is settled, typically when Time Warner issues new debt.
The notional amounts of the agreement are not exchanged.
Interest rate lock agreements are entered into with a number
of major financial institutions in order to minimize counter-
party credit risk.
Interest rate lock agreements are reflected at fair value in
Time Warner's consolidated balance sheet and the related
gains or losses on these agreements are deferred in share-
holders' equity (as a component of comprehensive income).
These deferred gains and losses are then amortized as an
adjustment to interest expense over the same period in
which the related interest costs on the new debt issuances
are recognized in income,
At December 31, 1998, Time Warner had outstanding
Interest rate lock agreements for an aggregate $650 million
notional principal amount of indebtedness, which were settled
in January 1999. Time Warner no longer intends to use
interest rate lock agreements to hedge the cost of future
issuances of fixed-rate debt At December 31, 1998,
Time Warner had deferred approximately $32 million of
net losses on interest rate lock agreements, of which approx-
imately $2 million is expected to be recognized in income
over the next twelve months,
Foreign Currency Risk Management Foreign exchange
contracts are used primarily by Time Warner to hedge the risk
that unremitted or future royalties and license fees owed to
Time Warner or TWE domestic companies for the sale or
anticipated sale of U,S. copyrighted products abroad may be
adversely affected by changes in foreign currency exchange
rates. As part of its overall strategy to manage the level of
exposure to the risk of foreign currency exchange rate fluctua-
tions, Time Warner hedges a portion of its and TWE's com-
bined foreign currency exposures anticipated over the ensuing
twelve-month period. At December 31, 1998, Time Warner
had effectively hedged approximately half of the combined
estimated foreign currency exposures that principally relate
to anticipated cash flows to be remitted to the U.S. over the
ensuing twelve-month period.'To hedge this exposure, Time
Warner used foreign exchange contracts that'generally have
maturities of three months or less, which generally will be
rolled over to provide continuing coverage throughout the
year, Time Warner often closes foreign exchange sale con-
tracts by purchasing an offsetting purchase contract Time
Warner reimburses or is reimbursed by TWE for contract
gains and losses related to TWE's foreign currency exposure.
Foreign exchange contracts are placed with a number of
major financial institutions in order to minimize credit risk.
Time Warner records these foreign exchange contracts
at fair value in its consolidated balance sheet and the related
gains or losses on these contracts are deferred in sharehold-
ers' equity (as a component of comprehensive income).
These deferred gains and losses are recognized in income in
the period in which the related royalties and license fees
being hedged are received and recognized in income.
However, to the extent that any of these contracts are not
considered to be perfectly effective in offsetting the change
in the value of the royalties and license fees being hedged,
any changes in fair value relating to the ineffective portion of
these contracts are immediately recognized in income. Gains
and losses on foreign exchange contracts are generally
included as a component of interest and other, net, in Time
Warner's consolidated statement of operations.
At December 31, 1998, Time Warner had contracts for
the sale of $755 million and the purchase of $259 million
of foreign currencies at fixed rates, primarily Japanese yen
(400,1l of net contract vc.iue), English pounds (4%),German
marks (28%), Canadian dollars (10%) and French francs
(16%), compared to contracts for the sale of $507 million
and the purchase of $139 million of foreign currencies at
December 31, 1997. Time Warner had deferred approxi-
mately $6 million of net losses on foreign exchange con-
tracts at December 31, 1998, which is all expected to be
recognized in income over the next twelve months. For the
years ended December 31, 1998, 1997 and 1996, Time
Warner recognized $8 million in losses, $27 million in gains
and $15 million in gains, respectively, and TWE recognized
$2 million in losses, $14 million in gains and $6 million in
gains, respectively, on foreign exchange contracts, which
were or are expected to be offset by corresponding
decreases and increases, respectively, in the dollar value
of foreign currency royalties and license fee payments that
have been or are anticipated to be received in cash from
the sale of U.S. copyrighted products abroad.
16.sEGMENTINFORMATION
Time Warner classifies its businesses into four fundamental
areas: Cable Networks, consisting principally of interests in
cable television programming; Publishing, consisting princi-
pally of interests in magazine publishing, book publishing and
direct marketing; Entertainment, consisting principally of
interests in recorded music and music publishing, filmed
entertainment, television production and television broadcast-
ing; and Cable, consisting principally of interests in cable
television systems. A majority of Time Warner's interests in
filmed entertainment, television production, television broadcast-
ing and cable teleVision systems, and a portion of its interests in
cable television programming are held by the Entertainment
Group. The Entertainment Group is not consolidated for finan-
cial reporting purposes.
Information as to the operations of Time Warner and the
Entertainment Group in different business segments is set
forth below based on the nature of the products and services
offered, Time Warner evaluates performance based on several
factors, of which the primary financial measure is business
segment operating income before noncash amortization of
intangible assets ("EBITA") The accounting policies of the
business segments are the same as those described in
the summary of significant accounting policies (Note 1).
Intersegment sales are accounted for at fair value as if
the sales were to third parties.
TIMf. WARNER INC. 1998 ANNUAl r~! ,'orn 87
The operating results of Time Warner's and the Entertainment
Group's cable segments reflect the ~E-A1N Transfers effective
as of January 1, 1998, the Primestar Roll-up Transaction effective
as of April 1, 1998, the formation of the Road Runner Joint
Venture effective as of June 30, 1998 and the Time Warner
Telecom Reorganization effective as of July 1, 1998. In addi-
tion, the operating results of Time Warner reflect the cable
networks and filmed entertainment-related acquisition of TBS
effective as of October 10, 1996.
Years Ended December 31, (millions) 1998 1997 1996
Revenues
Time Warner:
Publishing $ 4,496. $ 4,290 $ 4,117
Music 4,025 3,691 3,949
Cable Networks-TBS 3,325 2,900 680
Filmed Entertainment-TBS 1,917 1,531 455
Cable 964 997 909
I n!~r~egmen!.~limination (145) (115) (46)
........__.....~--
Total $14,582 -$13,294 $1 0,064
Entertainment Group:
Filmed Entertainment-
Warner Bros. $ 6,061 $ 5,472 '$ 5,648
Broadcasting-
The WB Network 260 136 87
Cable Networks-HBO 2,052 1,923 1,763
Cable 4,378 4,243 3,851
1~!~rs.~9rTl~~!~'.i.rTl.i~~~i()~.... (495) (446) (488)
Total $1 2,256 $11,328 $10,861
88 TIMr v.-/_RNER INC 1998 ANr>:UAI. REPORl
Years Ended December 31, (millions)
1998
1997
1996
EBITA(1)
Time Warner:
Publishing $ 607 $ 529 $ 464
Music 493 467 653
Cable Networks-TBS 706 573 142
Filmed Entertainment-TBS 192 200 30
Cable(2) 325 427 353
IntersegIT.l..e_~!.~~rTl~~~!!()~.,..._"._.__...~~.?l_...._,_,_,J!..~_.._.._.__.__~
Total $ 2,296 $2,183 $1,647
Entertainment Group:
Filmed Entertainment-
Warner Bros.
$ 503 $ 404 $ 379
(93) (88) (98) ,
454 391 328
1,369 1,184 917
...............-..................-............. ......-..........-.--.......
$ 2,233 $1,891 $1,526
Broadcasting-
The WB Network
Cable Networks-HBO
Cable(3)
Total
(1) EBITA represents business segment operating income before noncash
amortization of intangible assets. After deducting amortization of intangible
assets. Time Warner's business segment operating income was $1.496 billion
in 1998, $1.271 billion in 1997 and $966 million in 1996. Similarly. business
segment operating income of the Entertainment Group was $, ,724 billion in
1 998, $ , .461 billion in 1997 and $1.090 billion in 1996.
(2) Includes net pretax gains of approximately $18 million in 1998 and $12 million
in 1997 related to the sale or exchange of certain cable television systems.
(3) Includes net pretax 9ains of approximately $90 million in 1998 and $200 million
in 1997 related to the sale or exchange of certain cable television systems.
Years Ended December 31, (millions)
1998
1997
1996
Depreciation of Property, Plant and Equipment
Time Warner:
Publishing
Music
Cable Networks-TBS
Filmed Entertainment-TBS
Cable
Total
$
80 $ 79 $ 71
72 83 91
93 87 20
6 7 2
127 126 123
378 $ 382 $ 307
$
Entertainment Group:
Filmed Entertainment-
Warner Bros.
Broadcasting-
The WB Network
Cable Networks-H BO
Cable
Total
$ 166
$ 197
$ 167
23
737
$ 927
22
736
$ 956
22
619
$ 808
Years Ended December 31, (millions) 1998 1997 1996 Years Ended December 31, (millions) 1998 1997 1996
Amortization of Intangible Assets(l) CapnalExpendnures
nme Warner: Time Warner:
Publishing $ 38 $ 48 $ 46 Publishing $ 58 $ 77 $ 76
Music 280 301 292 Music 92 87 142
Cable Networks-TBS 200 199 43 Cable Networks-TBS 120 113 34
Filmed Entertainment-TBS 82 P:7 22 Filmed Entertainment-TBS 3
3 2
Cable 200 '277 278
----__._._M Cable 225 '28'2 '215
Total $ 800 $ 91'2 $ 681
Corporate 14 12 12
Entertainment Group: ----_.._.._.._._-~...._._--_.... h...............~.....___
Filmed Entertainment- Total $ 512 $ 574 $ 481
Warner Bros. $ 129 $ 123 $ 125 Entertainment Group:
Broadcasting- Filmed Entertainment-
The WB Network 3 Warner Bros. $ 122 $ 144 $ 3t-O
Cable Networks-H BO Broadcasting-
Cable 317 307 311 The WB Network 1 2
__...M.._.._. ....- .. .......................-..----.......... """"'_n""'_ ............--.........--.-... ......-........-....
Total $ 509 $ 430 $ 436 Cable Networks-H BO 23 19 29
(1) Amortization includes amortization relatin9 to all business combinations Cable(1) 1,451 1,401 1.3~8
accour.:ed for by the purchase method. includin9 the $14 billion acquisition of So!.~~~!~,_ 6
Warne' Communications Inc. in 1989, the $6.2 billion acquisition of res in ....................---....-.-......-........ ...-.---.-... ..............................
1996 and the $2.3 billion of cable acquisitions in 1996 and 1995. Total $1,603 $1,565 $1.7~ 9
Information as to the assets and capital expenditures of (1) Cable capital expenditures were funded in part throu9h collections on the
Time Warner and the Entertainment Group is as follows: MediaOne Note Receivable in the amount of $169 million in 1996 (Note 4)
The MedlaOne Note Receivable was fully collected during 1996.
December 31, (millions)
1998
1997
1996
Assets
Time Warner:
Publishing
Music
Cable Networks-TBS
Filmed Entertainment-TBS
Cable
Entertainment Group(1)
l:;()rporate(2)
Total
$ 2,726 $ '2,490 $ '2.418
7,354 6,507 7,478
8,485 8,37'2 7,860
2,174 '2,950 3,'23'2
4,434 7,043 7,'257
4,980 5,549 5.814
887 1,'25'2 1,005
$ 31,640 $34,163 $ 35,064
Entertainment Group:
Filmed Entertainment-
Warner Bros.
Broadcasting-
The WB Network
Cable Networks-HBO
Cable
Corporate(2)
Total
$ 8,811 $ 8,106 $ 8,111
244 113 67
1,159 1,080 997
11,314 10,771 1 0,'202
713 669 650
$ 22,241 $ '20,739 $ 20.027
(1) Ent€~,; ",:"T1ent Group assets represcr1t Time Warner's Investment In and
amOJ"':~5 due to and from the Entertainment Group.
(2) Cons:s:,: :::>rrncipally of cash, cash equivalents and other investments
TIME WARNER INC. '998 ANNUAL REPO;;;;- 89
Information as to Time Warner's operations in different
geograp, .i.:al areas is as follows:
Years Ended December 31, (millions)
Revenues (1)
TIme Warner:
1998
1997
1996
United States
United Kingdom
Germany
Japan
Canada
France
Other international
$11,220 $10,159 $ 7,262
542 449 372
432 420 452
405 417 399
284 262 209
227 195 229
1 ,47~.__,__~~~___..._IL!_~..!.
$14,582 $ 13,294 $ 1 0,064
Total
Entertainment Group:
United States
United Kingdom
Germany
Japan
Canada
France
Other international
$10,177 $ 9,096 $ 8,7'27
459 488 383
263 284 374
162 172 196
145 137 157
163 15'2 143
887 999 881
...........................................................................,........................................-
$12,256 $11,328 $10,861
Total
(1) Revenues are attributed to countries based on location of customer.
Because a substantial portion of Time Warner's international
revenues is derived from the sale of U.S. copyrighted products
abroad, assets located outside the United States are not material.
17. COMMITMENTS AND CONTINGENCIES
Time Warner's total rent expense amounted to $286 million
in 1998, $237 million in 1997 and $192 million in 1996.
The minimum rental commitments under noncancellable
long-term operating leases are: 1999-$259 million; 2000-
$244 million; 2001-$222 million; 2002-$205 million;
2003-$193 million and after 2003-$940 million.
Time Warner's minimum commitments and guarantees
under certain programming, licensing, artists, athletes,
franchise and other agreements aggregated approximately
$6.6 billion at December 31, 1998, which are payable princi-
pally over a five-year period. Such amounts do not include
the Time Warner General Partner and TWI Cable guarantees
of approximately $6.7 billion of TWE's and TWE-A/N's debt
and accrued interest.
90 TIME WARNER INC. 1998 ANNUAl RFPORT
Time Warner is subject to numerous legal proceedings,
including certain litigation relating to Six Flags. In manageme, ,t's
opinion and considering established reserves, the resolution of
these. matters will not have a material effect, individually and in
the aggregate, on Time Warner's financial statements.
18. R.ELATED PARTY TRANSACTIONS
In the normal course of conducting their businesses, Time
Warner and its subsidiaries and affiliates have had various
transactions with TWE and other Entertainment Group com-
panies, generally on terms resulting from a negotiation
between the affected units that in management's view resl!its
in reasonable allocations. Employees of TWE participate in
various Time Warner medical, stock option and other benefit
plans for which Time Warner charges TWE its allocable share
of plan expenses, including administrative costs, In addition,
Time Warner provides TWE with certain corporate support
services for which it received a fee in the amount of
$72 million, $72 million and $69 million in 1998, 1997
and 1996, respectively.
Time Warner's Cable division has management services
agreements with TWE, pursuant to which TWE manages, or
provides services to, the cable television systems owned by
Time Warner. Such cable television systems also pay TWE
for the right to carry cable television programming provided
by TWE's cable networks. Similarly, Time Warner receives
fees from TWE's cable television systems for the right to
carry cable television programming provided by Time Warner's
cable networks.
Time Warner's and TWE's Cable division have sold or
exchanged, or agreed to sell or exchange, various cable tele-
vision systems to MediaOne in an effort to strengthen their
geographic clustering of cable television properties.
Time Warner's Filmed Entertainment-TBS division has vari-
ous service agreements with TWE's Filmed Entertainment-
Warner Bros. division, pursuant to which TWE's Filmed
Entertainment-Warner Bros. division provides certain manage-
ment and distribution services for Time Warner's theatrical,
television and animated product, as well as certain services
for administrative and technical support.
Time Warner's Cable Networks-TBS division has license
agreements with TWE, pursuant to which the cable net-
works have acquired broadcast rights to certain film and
television product. In addition, Time Warner's Music division
provides home videocassette distribution services to certain
TWE operations, and certain TWE units place advertising in
magazines published by Time Warner's Publishing division.
Time Warner has a credit agreement with TWE that
allows it to borrow up to $400 million from TWE through
September 15, 2000. Outstanding borrowings from TWE
in the amount of $400 million bear interest at UBOR plus
1 % per annum.
In addition to transactions with TWE and other Entertainment
Group companies, Time Warner has had transactions with the
Columbia House Company partnerships, Comedy Partners, LP,
Time Wamer Telecom, the Road Runner Joint Venture and other
equity investees of Time Warner and the Entertainment Group,
generally with respect to sales of products and services in the
ordinary course of business.
19. ADDITIONAL FI NANCIAL I N FORMATION
Cash Flows As of December 31, 1998, Time Warner had
certain asset securitization facilities, which provide for the
accelerated receipt of up to approximately $1 billion of cash
on available receivables, In connection with each of these
securitization facilities, Time Warner sells, on a revolving and
nonrecourse basis, certain of its accounts receivables ("Pooled
. Receivables") to a wholly owned, special purpose entity which,
in turn, sells a percentage ownership interest in the Pooled
Receivables to a third-party, commercial paper conduit spon-
sored by a financial institution. These securitization transactions
have been accounted for as a sale in accordance with FASB
Statement No. 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities."
Accordingly, accounts receivables sold under this securitization
program have been reflected as a reduction in receivables in
the accompanying consolidated balance sheet. Net proceeds
received under this securitization program were $17 million in
1998, $108 million in 1997 and $147 million in 1996.
Additional financial information with respect to cash flows
is as follows:
Years Ended December 31, (millions) 1998 1997 1996
Cash payments
made for interest $812 $929 $839
Cash payments made for
income taxes 261 305 382
Tax-related distributions
received from TWE 314 324 215
Income tax refunds received 52 52 44
Noncash investing activities in 1998 included the Time
Warner Telecom Reorganization, the formation of the Road
Runner Joint Venture and the TWE-A/N Transfers (Note 2).
Noncash financing activities included the conversion of
$1.15 billion of Zero-Coupon Convertible Notes into
37.4 million shares of common stock in 1998 (Note 7) and
the conversion of 12.8 million shares of convertible preferred
stock into approximately 53.5 million shares of common
stock (Note 12). Noncash financing activities in 1997
included the redemption of the PEReS in exchange for Time
Warner's interest in Hasbro (Note 10) and the payment of
$185 million of noncash dividends on the Series M Preferred
Stock. Noncash investing activities in 1996 included the
$6.2 billion acquisition of TBS and the $904 million acquisi-
tion of CVI in exchange for capital stock (Notes 2 and 3).
Noncash financing activities in 1996 included the payment
of $122 million of noncash dividends on the Series M
Preferred Stock.
Other Current Liabilities Other current liabilities consist of:
December 31. (millions) 1998 1997
Accrued expenses $1.542 $1,716
Accrued compensation 538 430
Accrued income taxes 93 28
Deferred revenues 231 205
Total $2,404 $ 2.379
11\',1 '.':f\\,'~~1 f.> Ir,!( llr'd'. /,t~"I,:;,', 1\: l'lli,'. C11
Report of l\tlanagement
The accompanying consolidated financial statements have
been prepared by management in conformity with generally
accepted accounting principles, and necessarily include
some amounts that are based on management's best esti-
mates and judgments.
Time Warner maintains a system of internal accounting
controls designed to provide management with reasonable
assurance that assets are safeguarded against loss from
unauthorized use or disposition, and that transactions are
executed in accordance with management's authorization
and recorded properly. The concept of reasonable assurance
is based on the recognition that the cost of a system of
internal control should not exceed the benefits derived and
that the evaluation of those factors requires estimates and
judgments by management. Further, because of inherent
limitations in any system of internal accounting control,
errors or irregularities may occur and not be detected.
Nevertheless, management believes that a high level of
internal control is maintained by Time Warner through the
selection and training of qualified personnel, the establish-
ment and communication of accounting ang business
policies, and its internal audit program.
The Audit Committee of the Board of Directors, com-
posed solely of directors who are not employees of Time
Warner, meets periodically with management and with Time
Warner's internal auditors and independent auditors to review
matters relating to the quality of financial reporting and inter-
nal accounting control, and the nature, extent and results of
their audits. Time Warner's internal auditors and independent
auditors have free access to the Audit Committee.
~4'~
Richard J. Bressler
Executive Vice President and Chief Financial Officer
It ~~~
John A. LaBarca
Senior Vice President and Controller
92 TIME WARNER INC. 1998 ANNUAL REPORT
Report of Independent Auditors
The Board of Directors and Shareholders
Time Warner loc.
We have audited the accompanying consolidated balance
sheet of Time Warner Inc. ("Time Warner") as of
December 31, 1998 and 1997, and the related consoli-
dated statements of operations, cash flows and sharehold-
ers' equity for each of the three years in the period ended
December 31, 1998. These financial statements are the
responsibility of Time Warner's management. Our responsi-
bility is to express an opinion on these financial state-
ments based on our audits,
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assur-
ance about whether the financial statements are free of
material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclo-
sures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the consoli-
dated financial position of Time Warner at December 31,
1998 and 1997, and the consolidated results of its opera-
tions and its cash flows for each of the three years in the
period ended December 31, 1998. in conformity with gen-
erally accepted accounting principles.
~T hLLP
Ernst & Young LLP
New York, New York
February 3. 1999
Selected Financial Information
The selected financial information for each of the five years in the period ended December 31, 1998 set forth below has been
derived froln and should be read in conjunction with the financial statements and other financial information presented elsewhere
herein. Capitalized terms are as defined and described in such consolidated financial statements, or elsewhere herein.
The selected historical financial information for 1998 reflects (a) the TWE-A/N Transfers and (b) the redemption of Series M
Preferred Stock at an aggregate cost of approximately $2.1 billion using proceeds from the issuance of lower-cost debt The
selected historical financial information for 1996 reflects (a) the TBS Transaction, including the assumption of approximately
$2.8 billion of indebtedness, (b) the use of approximately $1.55 billion of net proceeds from the issuance of Series M Preferred
Stock to reduce outstanding indebtedness and (c) the acquisition of CVI, including the assumption or incurrence of approximately
$2 billion of indebtedness, The selected historical financial information for 1995 reflects (a) the acquisitions of KBLCOM
Incorporated and Summit Communications Group, Inc., including the assumption or incurrence of approximately $1.3 billion of
indebtedness and (b) the exchange by Toshiba Corporation and ITOCHU Corporation of their direct and indirect interests in TWE.
Per common share amounts and average common shares have been restated to give effect to the two-for-one common stock
split that ol,;curred on December 15, 1998.
Selected Operating Statement Information
Years Ended December 31,
(millions, except per share amounts) 1998 1997 1996 1995 1994
" Revenues $14,582
$1 3,294 $ 1 0,064 $ 8,067 $ 7.396
Depreciation and amortization (1,178) (1,294) (988) (559) ( 437)
Business segment operating income(a) 1,496 1,271 966 697 713
Equity in pretax income of Entertainment Group(b>. 356 686 290 256 176
Interest and other, net(c) (1,180) (1,044) (1,174) (877) (724)
Income (loss) before extraordinary item 168 301 (156) (124) (91 )
Net income (IoSS)(d) 168 246 (191) (166) (91)
Net loss applicable to common shares
(after preferred dividends) (d)(e) (372) (73) (448) (218) (104)
Per share of common stock:
Basic and diluted net loss (d) (e) $ (0.31) $ (0.06) $ (0.52) $ (0.28) $ (0.14)
Dividends $ 0.18 $ 018 $ 0.18 $ 0.18 $0.175
Average common shares 1,194.7 1,135.4 862.4 767.6 757.8
(a) Business segment operating income for the year ended December 31. 1995 Includes $85 mdhon In losses relat'ng to certaIn bUSinesses and Jo,nt ventures OWnec =.. :-e
Music division which were restructured or closed.
(b) Time Warner's equity in the pretax income of the Entertainment Group for The years ended December 31. 1998 and 1997 includes approXImately $120 million of reo ':5'05
and $450 million of gains, respectively. relating to the sale or exchange of vanous cable teleVision systems and other Investment-related activity.
(c) Interest and other, net for the year ended December 31. 1997 includes 2 $200 milhon pretax gain relatIng to the dIsposal o~ Time Warner's Interest in Hasbro and :_, -e ?-,e:
redemption of certain mandatorily redeemable preferred securities of a suosidiary.
(d) Net income (loss) for each of the years ended December 31,1997,1996 and 1995 Includes an extraord,nary loss on the relirement of debt of $55 mIllion ($.05 ~e' :0"'.""0"
share), $35 million ($.04 per common share) and $42 million ($.05 per common share). respectively.
(e) Preferred dividend requirements for the year ended December 31. 1998 Include a one'tlme effect of $234 mdllon ($19 loss per common share) relating to the pre"" c'" ~",c
in connection with the redemption of Time Warner's Series M Preferred Stock
11M!" WM~Nrr~ lNC 19HH Af\'f,'U,\: r~; 9J
Selected Balance Sheet Information
December 31, (millions) 1998 1997 1996 1995 1994
Cash and equivalents $ 442 $ 645 $ 514 $ 1,185 $ 282
Total assets 31,640 34,163 35,064 22,132 16,716
Debt due within one year 19 8 11 34 355
Long-term debt 1 0,925 11,833 12,713 9,907 8,839
Borrowings against future stock option proceeds 895 533 488
Cc;>mpany-obligated mandatorily redeemable
preferred securities of subsidiaries 575 575 949 949
Series M exchangeable preferred stock 1,857 1,672
Shareholders' equity:
Preferred stock liquidation preference 2,260 3,539 3,559 2,994 140
Equity applicable to common stock 6,592 5,817 5,943 673 1,008
Total shareholders' equity 8,852 9,356 9,502 3,667 1,148
Total capitalization 21,266 24,162 25,335 14,557 10,342
94 TlM[ WARN[R INC- 19D8 ANNUfd R!"POfH
Quarterly Financial Information (Unaudited)
Equity Net
in Pretax Income Basic Diluted
Operating Income (Loss) Income Income Dividends
Income of (Loss) of Net Applicable (Loss) Per (Loss) Per Per Average
Business Entertainment Income to Common Common Common Common Common Common St0ck<9l
Quarter Revenues Segments Group (Loss) Shares!e) ShareCeXf)(g) ShareCe)(l)(g) Share(g) Shares<9> High Low
(millions, except per share amounts)
1998
1st $ 3,137 $ 170 $107 $ (62) $(144) $(0.12) $ (0.12) $ 0.045 1,156.6 $37'll $29\(.
2nd(a)(b) 3,672 384 166 101 23 0.02 0.02 0.045 1,192.6 44~6 36:'<.
3rd 3,578 315 164 39 (37) (0.03) (0.03) 0.045 1,202.6 50 39
4th(a)(b) 4,195 627 (81) 90 (214) (0.17) CO.17) 0.045 1,227.2 63'.4 . 37~.
Year<a)(b) 14,582 1,496 356 168 (372) (0.31) (0.31) 0.180 1,194.7 63'.4 29\(.
1997
1 st<cXd) $ 3,034 $ 194 $318 $ 35 $ (43) $ (0.04) $ (0.04) $ 0.045 1,117.8 $ 2216 $18~1.~
2nd 3,193 345 108 30 (49) (0.04) (0.04) 0.045 1,122.0 25% 20'1<
3rd(c) 3,231 263 96 (35) (116) (0.10) (0.10) 0.045 1,146.6 28'll'6 19'h
4th(cXd) 3,836 469 164 216 135 0.12 0.11 0.045 1,155.0 31 26:/=
Year<cXd) 13,294 1,271 686 246 (73) (0.06) (0.06) 0.180 1,135,4 31 18'1.
(a) As indicated below. Time Wame~s income (loss) per common share in 1998 has been affected by certain significant nonrecurrin9 items' These items consi.sted of gains
and losses relating to the sale or exchange of various cable teleVision systems and other investment-related activity and the effect of redeeming Time Warner's Series M
Preferred Stock. The aggregate net effect of these items in 1998 was to increase (decrease) income per COmmon share by $,03 in the second quarter of 1998, and
($.28) in the fourth quarter of 1998. thereby aggregating $(.25) per common share for the year.
(b) Time Warne~s equity in the pretax income (loss) of the Entertainment Group for 1998 includes net gains of approximately $90 million for the year relating to the sale or
exchange of certain cable television systems. of which approximately $70 million was recorded in the second quarter of 1998. In addition. Time Warner's equity in the
pretax income (loss) of the Entertainment Group for the fourth quarter of 1998 includes a charge of approximately $210 million prinCipally to reduce the carrying value
of an interest in Primestar.
(c) Time Warner's income (loss) per common share in 1997 has been affected by certain Significant nonrecurring Items. These Items consisted of net pretax gains relating
to the sale or exchange of various cable television systems and other investment'related activ'ty and extraordinary losses on the retirement of debl The aggregate net
effect of these items in 1 997 was to increase (decrease) income per common share by $.13 in the first quarter of 1 997. $(.01) in the third quarter of 1 997 and $.1 5 in
the fourth quarter of 1 997, thereby aggregating $.27 per common share for the year. tncluded In these amounts are extraordinary losses on the retirement of debt of
$17 million ($.02 per common share) In the first quarter 01 1997. $7 million ($.01 per common share) in the third quarter of 1997 and $31 million ($.02 per common share:
in the fourth quarter of 1 g97. Also included In these amounts for the fourth quarter of 1997 IS a $200 million pretax gain ($.10 per common Share) relating to the disposa'
of Time Warner's interest in Hasbro and its related redemption of certain mandatorily redeemable preferred secuntles of a SubSidiary.
(d) Time Warner's equity in the pretax income of the Entertainment Group for the first quarter of 1997 ,neludes an apprOXImate $250 million pretax gain relating to the sale
of TWE's interest in E! Entertainmenl Time Warne~s equity ,n the pretax income of the Enterta,nment Group for 1997 also 'ncludes net gains of approximately $200 million
for the year relating to the sale or exchange of certain cable television systems, of which approx'mately $160 m,llion was recorded In the fourth quarter of 1997.
(e) After preferred dividend requirements. Preferred dividend requirements for the fourth quarter of 1998 include a one'tlme ,ncrease of $234 million ($.19 loss per
common share) relating to the premium paid in connection with the redemption of Time Warner's Series M Preferred Stock.
(I) Per common share amounts for the quarters and full years have each been calculated separately_ Accord,ngly, quarterly amounts may not add to the annual amounts
because of differences in the average common shares outstanding during each. period and. with regard to dIluted per common share amounts only, because of the
indusion of the effect of potentially dilutive securities only in the periods in which such effect would have been ddutive.
(g) Previously reported amounts have been restated for the two,jor'one common stock spl,t that occurred on December 1 5. 1998.
TIMf WARNER INC 199B ANNU^I Rf PORT 95
CORPORATE MANAGEMENT GROUP
--...-.------..-----.... ~---_______....__..__...._......_._.m__....."._..__.._.....___.._._.._..._._............._.. .............._....._....._..........._........_....._._.......................
Gerald M. Levin
Chairman and
Chief Executive Officer
R.E. Turner
Vice Chairman
Richard D. Parsons
President
Richard J. Bressler
Executive Vice President and
Chief Financial Officer
Peter R. Haje
Executive Vice President,
General Counsel and Secretary
BOARD OF DIRECTORS
-....--..-.------.-__.____H.._...___.___.......__._.......__......_.._...._
Gerald M. Levin
Chairman and CEO,
Time Warner Inc.
R.E. Turner
Vice Chairman,
Time Warner Inc.
Richard D. Parsons
President,
Time Warner Inc.
Merv Adelson
Chairman,
East-West Capital Associates
J. Carter Bacot
Retired Chairman and CEO, and Director,
The Bank of New York Company, Inc.
Stephen F. Bollenbach
President and CEO,
Hilton Hotels Corporation
John C. Danforth
Former U.S.' Senator, and Partner,
Bryan Cave LLP
Beverly Sills. Greenough
Chairman,
Lincoln Center for the Performing Arts
Gerald Greenwald
Chairman and CEO,
UAL Corporation and United Airlines
OPERATING OFFICERS
Cable Networks
Home Box Office
Jeffrey L Bewkes
Chairman and CEO
Turner Broadcasting System, Inc.
Terence F. McGuirk
Chairman and CEO
Steven J. Heyer
President and COO
CNN News Group
W. Thomas Johnson
Chairman, President and CEO
New line Cinema
Robert K. Shaye
Chairman and CEO
Michael Lynne
President and COO
Publishing
Time Inc.
Don Logan
Chairman and CEO
Norman Pearistine
Editor-in-Chief
Entertainment
Warner Bros. &
Warner Music Group
Robert A. Daly
Chairman and Co-CEO
Terry S. Semel
Chairman and Co-CEO
Barry M. Meyer
Executive Vice President
and COO, Warner Bros.
96 TIME WARNER INC. 1998 ANNUAL. REPOf~T
Timothy A. Boggs
Senior Vice President
Andrew J. Kaslow
Senior Vice President
Human Resources
John A. LaBarca
Senior Vice President
and Controller
Ambassador Carla A. Hills
Chairman and CEO,
Hills & Company, and
former United States
Trade Representative
Reuben Mark
Chairman and CEO,
Colgate-Palmolive Company
Michael A. Miles
Former Chairman and CEO,
Philip Morris Companies Inc.
Francis T. Vincent, Jr.
Chairman,
Vincent Enterprises
Cable Systems
Time Warner Cable
Joseph J. Collins
Chairman and CEO
Glenn A. Britt
President
Thomas M. Rutledge
Senior Executive Vice President
Board of Directors
Seated, left to right:
Beverly Sills Greenough, Gerald Greenwald.
Merv Adelson, Francis T. Vincent, Jr,
Middle row, left to right:
Reuben Mark, Richard D. Parsons.
Gerald M. Levin, R.E. Turner, Carla A. Hills
Back row, left to right:
Stephen F. Bollenbach, J. Carter Bacot.
John C. Danforth, Michael A. Miles
TtM[ WARNER tNC 1992 .:.,.,,:-.-UAl REPC=- 97
Investor Information
Common Stock
Time Warner common stock is listed on
the New York Stnck Exchange under
the ticker symbol "TWX."
As of December 31, 1998, there were
approximately 1.2 billion shares'of
common stock outstanding (including a
special class of common stock).
1998 Stock Price
High:
Low:
Close (12/31/98):
$63.1250
$29.0625
$62.0625
Dividend payments on common stock
are made quarterly following declara-
tion by the Board of Directors,
Shareholder Inquiries
Shareholder inquiries regarding stock
transfers, dividend payments, account
changes, lost. stock certificates, the
Dividend Reinvestment Plan or other
account services should be directed to
the Transfer Agent at the address or
telephone number Iis,ted 'below:
ChaseMellon Shareholder Services
85 Challenger Road
Ridgefield Park, NJ 07660
(800) 279-1238
Annual Meeting of Shareholders
The Annual Meeting of Shareholders
will be held on Thursday, May 20,
1999, at 10:00 am. at Warner Bros.
Studio, 4000 Warner Boulevard,
Burbank, California.
Dividend Reinvestment Plan
The Dividend Reinvestment and Stock
Purchase Plan provides registered
owners of common stock with a con-
venient and economical way to
purchase additional shares of Time
Warner's common stock. Please contact
Chase Mellon Shareholder Services at
(800) 279-1238 for more information.
Independent Auditors
Ernst & Young LLP
Fixed Income Inquiries
For information regarding the fixed
income securities of Time Warner,
Time Warner Companies or Turner
Broadcasting System, please contact
the Trustee, The Chase Manhattan
Bank, clo Chase Bank of Texas, at
(800) 275-2048.
For information regarding the
8.87.5% Preferred Trust Securities of
Time Warner Capital, please contact
the Trustee; First National Bank of
Chicago, at (800) 524-9472.
For information regarding the fixed
income securities of Time Warner
Entertainment Company, please con-
tact the Trustee, The Bank of New
York, at (800) 507-9357,
Photo Credits
CA8LE NETWORKS: The Sopranos: Anthony Neste/HaC; Lost In Space: Jack Englrsh/NC'w LlIlt~; lntru(il/clng Dorothy
Dandridge: Sidney Baldwin/HBO; Oscar De La Hoya: Holly Slem/HBO: CNN Newsroom: Kyle Christy: Rush Hour
Bob Marshak/New Line; Smaltz: tJChns Hamilton; Purgatory: Gregory Heisler: WCW Thund\.:r J. Stoll. On Tile TowlI
'C.1949 Turner Entertainment Co.;
~~;rERTAINMENT: Lethal Weapon 4: Andrew Cooper; You've_Gol Mall: Brian Hamil: Bustd RhYllle:;: Dean K<'l!r, Morcheeha:
Michelle Simon; Laura Pausini; Fabrizio Ferr.: Barenaked Ladles' Jay Blakesbery, Third Lye Blllld: ^I,~)on Oyr~r: Jewel
Matthew RoUston; Madonna: MarJo Test.mo: Brandy: Reis!g & Taylor
CABLE SYSTEMS: InteractIVe Program GUIde' Winchell photo-Lorey Sebastian/HaG
Corporate Publications
Copies of Time Warner's annual report
on form lO-K, quarterly reports on
Form 10-Q, Annual Report to
Shareholders and Community
Responsibility Report are available
free of charge by writing or calling:
Shareholder Relations
Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
(212) 484-6971
Time Warner's Internet Home Page
Corporate news releases, recent
publications, access to Time Warner's
content sites and other company infor-
mation can be found on Time Warner's
Internet site at www.timewarner.com
Time To Read
Time To Read, Time Warner's award-
winning volunteer literacy initiative,
trains employee and community volun-
teers to tutor children and adults who
want to improve their reading, writing
and comprehension skills. Detailed
information may be obtained by calling
(212) 484-6410 or by visiting the Web
site at www.timewarner.com/ttr
Corporate Headquarters
Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
(21 2) 484-8000
C'1999 Time Warner Inc
Executive Portrait Photography
Timothy Greenf,cld-Sanc:er s
Product Photography
Jody Dole: Ashton WorthulSfiJn
Printing
The Hennegan Company. rl(lt'-"1{,P KY
DeSign
frankfurt S;:!.lklnd NY II ^/Sf-
Time Warner at a Glance
Cable N et'vorks Baby Talk Warner Special Products
First Moments Alternative Distribution Alliance
Home Box Office Coastal Living Giant Merchandising
HBO Health
HBO Plus People en Espanol Joint Ventures
HBO Signature Progressive Farmer Columbia House
HBO Family Southem Accents 143 Records
HBO Comedy Southern Living Maverick
HBO Zone Sports Illustrated For Kids Tommy Boy Music
Cinemax Sunset Owest
MoreMAX Teen People Cable
ActionMAX This Old House Systems
ThrillerMAX Time for Kids Time Warner Cable
HBO en Espanol Weight Watchers Clusters of more than 100,000
Joint Ventures Mutual Funds subscribers at December 31, 1998
Comedy Central Your Company i5iViS-iC;-ns/Ciusters----".-.- Subscribers
HBO Ole and Brasil Asiaweek
HBO Asia Dancyu h........_..m..._._..~....__.. "m" . ...,.. .. .....C!~oyS.~"cis)
HBO Central Europe President New York City 1,160
Wallpaper Tampa Bay 796
Turner Broadcasting Who Weekly Houston 654
CNN Time Life Inc. Central Florida 573
CNN Headline News Book-of-the-Month Club RaleighlFayetteville 430
CNN International Wamer Books Milwaukee 376
CNNfn Little, Brown and Company Charlotte 360
CNN/Sports Illustrated Oxmoor House AustinlWaco 358
CNN en Espanol Leisure Arts Los Angeles 349
CNN Airport Network Sunset Books Greensboro 336
CNNRadio Media Networks Inc. Syracuse 314
CNNRadio Noticias Time Inc. Custom Publishing Kansas City, MO 307
CNN Interactive Time Inc. -New Media San Antonio 301
TBS Superstation Time Distribution Services Rochester 301
Turner Network Television Warf!er Publisher Services Columbia, SC 298
Cartoon Network Northeast Ohio 298
Turner Classic Movies Entertaimnent Hawaii 297
TNT Europe Cincinnati 248
Cartoon Network Europe Warner Bros. Albany 243
TNT Latin America Wamer Bros. Pictures Boston 240
I.
I" Cartoon Network Latin America Warner Bros. Television Columbus 237
;!.~
TNT & Cartoon Network! Asia Pacific Warner Bros. Television Animation San Diego 232
Atlanta Braves Looney Tunes Memphis 225
Atlanta Hawks Hanna-Barbera Minneapolis 199
Atlanta Thrashers Castle Rock Entertainment Eastern Pennsylvania 153
World Championship Wrestling Telepictures Productions Green Bay 144
Goodwill Games The WB Television Network Wilmington 138
Kids' WB! Chicago 133
Joint Venture Warner Home Video Portland. OR 130
Cartoon Network .Japan Warner Bros. Consumer Products Western Ohio 128
Court TV (TWE-owned) . Warner Bros. Worldwide Licensing Indianapolis 121
New Line Cinema Warner Bros. Studio Stores EI Paso 118
New Line Cinema Warner Bros. International Theatres Jackson/Monroe. MS 111
Fine Line Features Warner Bros. Recreation Enterprises Joint Ventures
New Line Home Video Warner Bros. Online
New Line International DC Comics Road Runner
New Line Television MAD Magazine Time Warner Telecom, LLC
Publishing Warner Music Group
The Atlantic Group
Time Inc. Elektra Entertainment Group
Time Rhino Entertainment
People Sire Records Group
Sports Illustrated Warner Bros. Records
Fortune Warner Music International Substantially all of the assets of Home Box
Life WarnerlChappell MUSIC Office and Warner Bros. and most of the cable
Money Warner Bros. Publications systems shown above are held in Time Warner
Parenting WEA Inc. Entertainment Company. L.P Time Warner owns
WEA Corp. 74.49% of the residual equity and certain priority
In Style Interests of TWE. A portion of the cable systems
Entertainment Weekly WEA Manufacturing are held In a partnership of which approximately
Cooking Light Ivy Hill Corp. two,thirds is owned by TWE.
.
..E;
c.l';
.
t: ·
. . c::
.. l:
.. ..r:..
· ... .fl. all
...II!E...: ..
.I:.l:' :.~ r
.. .:t:' ~E'
. .ti ..E
:11;.. [, ..:;.;
r<.c.. t rl
. El IIIl
II:
.
__ Ii.
.
.
. .
..r..
. r...
r:. I'l a
E
..
r; E.
Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
www.timewarner.com
.
.
.
.
.
.Il
.. .
.
1'1
.
'"..
i:1'l.
t::.
12 .
.E'
I:
.
. ..
.... .
::. r....
. ...I!
Ii CEil;
.
r:
.
L: . .
. .
. .
1. !
.
..
..
.E
. l'i
..
..
II.
...
. t, r
.
.
..
.
.
.11
.
...
..~
.
Ill.:
it:
.
.
It
.~.~:: .
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[ x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15( d) OF THE SECURITIES EXCHANGE ACT
of 1934 for the quarterly period ended September 30. 1999, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
of 1934 for the transition period from to
Commission file number 1-12259
TIME WARNER INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
13-3527249
(I.R.S. Employer
Identification Number)
75 Rockefeller Plaza
New York, New York 10019
(212) 484-8000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15( d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) bas been subject to such filing requirements for the past 90 days. Yes...L
No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable
date.
Connnon Stock - $.01 par value
Series LMCN-V Connnon Stock - $.01 Dar value
Description of Class
1,172,397,199
114.123.884
Shares Outstanding
as of October 31, 1999
TIME WARNER INC. AND
TIME WARNER ENTERTAINMENT COMPANY, L.P.
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION
Management's discussion and analysis of results of operations and fmancial condition..........
Consolidated balance sheet at September 30, 1999 and December 31, 1998...........................
Consolidated statement of operations for the three and nine months ended
September 30, 1999 and 1998 .........................................................................................,
Consolidated statement of cash flows for the nine months ended September 30, 1999
and 1998 .... ..... ... ...... ...... ........... .... ............... .... .......................... ,........ ... .... ......,........ ........
Consolidated statement of shareholders' equity and partnership capital....................,.............
Notes to consolidated financial statements............ ............,..... .................. ....... ....... .................
Supplementary infonnation.. .............. ........ ................ ....... ...... .................. ......... ....., ..,. ........ ....
PART II. OTHER INFORMATION ........................................................................................... 58
Pue
Time
~ ~
I 38
17 48
18 49
19 50
20 51
21 52
30
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Description of Business
Time Warner Inc. ("Time Warner" or the "Company") is the world's largest media and entertainment company.
Time Warner's principal business objective is to create and disnibute branded information and entertainment copyrights
throughout the world. Time Warner classifies its business interests into five fundamental areas: Cable Networks,
consisting principally of interests in cable television progrannning; Publishing, consisting principally of interests in
magazine publishing, book publishing and direct marketing; Music. consisting principally of interests in recorded music
and music publishing; Filmed Entertainment, consisting principally of interests in filmed entertainment, television
production and television broadcasting; and Cable, consisting principally of interests in cable television systems.
Investment in TWE
A majority of Time Warner's interests in filmed entertainment, television production, television broadcasting
and cable television systems, and a portion of its interests in cable television programming, are held through Time Warner
Entertainment Company, L.P. ("TWE"). Time Warner owns general and limited partnership interests in TWE consisting
of74.491'1o of the pro rata priority capital ("Series A Capital") and residual equity capital ("Residual Capital"), and 100%
of the junior priority capital. The remaining 25.51 % limited partnership interests in the Series A Capital and Residual
Capital ofTWE are held by a subsidiary of MediaOne Group, Inc. ("MediaOne").
Since 1993, Time Warner historically had not consolidated TWE and certain related companies (the
"Entertainment Group") for financial reporting purposes because MediaOne had rights that allowed it to participate in
the management ofTWE's businesses. However, in August 1999, TWE received a notice from MediaOne concerning
the termination of its covenant not to compete with TWE. The termination of that covenant is necessary for MediaOne
to complete its proposed merger with AT&T Corp. (UAT&T"). As a result of the termination notice and the operation
of the TWE partnership agreement, MediaOne's rights to participate in the management ofTWE's businesses terminated
immediately and irrevocably. MediaOne retains only certain protective governance rights pertaining to certain limited
matters affecting TWE as a whole. Because of this significant reduction in MediaOne's rights, Time Warner has
consolidated the Entertainment Group, which substantially consists ofTWE, in its 1999 financial statements, retroactive
to the beginning of 1999.
The proposed merger of MediaOne and AT&T is subject to customary closing conditions, including regulatory
approvals. Accordingly, there is no assurance that it will occur. Also, there are no assurances that AT&T and Time
Warner will reach final agreement on the terms of a cable telephony joint venture, either on the terms discussed on page
F-17 of Time Warner's Annual Report on Form 100K for the year ended December 31, 1998, as amended, or on any
alternative terms.
Columbia House-CDNOW Merger
In July 1999, Time Warner announced an agreement with Sony Corporation of America (''Sony'') to merge their
jointly owned Columbia House operations with CDNOW, Inc. ("CDNOW"), a leading music and video e-commerce
company. Time Warner and Sony will each own 37% of the combined entity and the existing CDNOW shareholders will
own 26% of the combined entity. This investment is expected to be accounted for using the equity method of accounting.
With a combined reach of approximately 10% of all domestic Internet users(1), the combined entity is expected
to create a significant platform for Time Warner's music and video e-commerce initiatives and position the Company
(I) As measured by Media Metrix, Inc. as of September 1999.
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITlON-{Continued)
for incremental growth opportunities relating to online sales of music and video product and the digital distribution of
music. In addition, management believes that the use of Columbia House's existing active club members and the cross-
promotional opportunities to be offered by Time Warner and Sony will lower customer acquisition costs and increase
the combined entity's customer base.
As part of this transaction, Time Warner and Sony each have made certain strategic and financial conuninnents
to the combined entity. Among the strategic conunitments, which have a term of five years and are subject to certain
conditions and qualifications, Time Warner and Sony will provide the combined entity with opportunities to purchase
advertising and promotional support from their diverse media properties. In addition, as part of their conunitment to make
the combined entity their primary vehicle to pursue the packaged music e-commerce business, Time Warner and Sony
will link their own music-controlled web sites in the U.S. and Canada to the combined entity's web sites, This will enable
consmners to sample content from their favorite artists and gemes and then immediately make a purchase. Further, Time
Warner and Sony have each agreed to guarantee, for up to a three-year period, one-half of the borrowings under a new
credit facility to be entered into by the combined entity upon the closing of the merger. The credit facility is expected
to provide for up to $450 million of borrowings, which will be used to support the ongoing growth and capital needs of
the business and to refinance approximately $300 million of existing debt and liabilities of Colwnbia House.
The merger is expected to close in late 1999 or early 2000 and is subject to customary closing conditions,
including regulatory approvals and approval by existing CDNOW shareholders. There can be no assurance that such
approvals will be obtained.
Use of EBITA
Time Warner evaluates operating performance based on several factors, including its primary financial measure
of operating income before noncash amortization of intangible assets ("EBITA"). Consistent with management's financial
focus on controlling capital spending, EBITA measures operating performance after charges for depreciation. In addition,
EBITA eliminates the uneven effect across all business segments of considerable amounts of noncash amortization of
intangible assets recognized in business combinations accounted for by the purchase method. These business
combinations, including the $14 billion acquisition of Warner Conmnmications Inc. in 1989, the $6.2 billion acquisition
ofTumer Broadcasting System, Inc. ("TBS") in 1996 and the $2.3 billion of cable acquisitions in 1996 and 1995, created
over $25 billion of intangible assets that generally are being amortized over a twenty to forty year period. The exclusion
of noncash amortization charges is also consistent with management's belief that Time Warner's intangible assets, such
as cable television and sports franchises, music catalogues and copyrights, film and television libraries and the goodwill
associated with its brands, generally are increasing in value and importance to Time Warner's business objective of
creating, extending and distributing recognizable brands and copyrights throughout the world. As such, the following
comparative discussion of the results of operations of Time Warner includes, among other factors, an analysis of changes
in business segment EBITA. However, EBITA should be considered in addition to, not as a substitute for, operating
income, net income and other measures of financial performance reported in accordance with generally accepted
accounting principles.
Transactions Affecting Comparability of Results of Operations and Financial Condition
Consolidation of the Entertainment Group
As previously described, Time Warner's 1999 operating results and financial condition reflect the consolidation
of the Entertainment Group, which substantially consists ofTWE, retroactive to the beginning of 1999. Time Warner's
1998 historical operating results and financial condition have not been changed, but are no longer comparable to 1999
because the Entertainment Group was reflected on an unconsolidated basis using the equity method of accounting.
Accordingly, in order to enhance comparability and make an analysis of 1999 and 1998 more meaningful, the following
2
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITlON-(Continued)
discussion of results of operations and changes in fmancial condition and liquidity is based upon pro forma fInancial
information for 1998 as if the consolidation of the Entertaimnent Group had occurred at the beginning of that period.
Historical fmancial information of Time Warner for 1998 is included in the accompanying consolidated fmancial
statements.
Other Significant Transactions and Nonrecurring Items
As more fully described herein, the comparability of Time Warner's operating results has been affected by
certain other significant transactions and nonrecurring items in each period.
In 1999, these nonrecurring items consisted of (i) an approximate $215 million net pretax gain recognized in
the first quaner of 1999 in connection with the early termination and settlement of a long-term home video distribution
agreement, (ii) an approximate $115 million pretax gain recognized in the second quarter of 1999 in connection with the
initialpublic offering ofa 20010 interest in Time Warner Telecom Inc. (the "Time Warner Telecom IPO"), a competitive
local exchange carrier that provides telephony services to businesses, (ill) net pretax gains in the amount of$1.248 billion
recognized in the first nine months of 1999 relating to the sale or exchange of various cable television systems and
inves1menlS and (iv) an extraordinary loss of$12 million recognized in the third quarter of 1999 relating to the retirement
of debt This compares to net pretax gains recognized in the first nine months of 1998 of $90 million relating to the sale
or exchange of cable television systems.
In order to meaningfully assess underlying operating trends, management believes that the results of operations
for each period should be analyzed after excluding the effects of these significant nonrecurring items. As such, the
following discussion and analysis focuses on amounts and trends adjusted to exclude the impact of these unusual items.
However, unusual items may occur in any period. Accordingly, investors and other financial statement users individually
should consider the types of events and transactions for which adjustments have been made.
In addition, the comparability of Time Warner's Cable division results has been affected fi.n1her by certain 1998
cable-related transactions, as described more fully in Note 8 to the accompanying consolidated fmancial statements.
While these transactions had a significant effect on the comparability of the Cable division's EBITA and operating
income principally due to the deconsolidation of the related operations, they did not have a significant effect on the
comparability of Time Warner's net income and per share results.
1998 Stock Split
Per CODDDOn share and average CODDDOn share amounts have been restated to give effect to a two-for-one
common stock split that occurred on December 15, 1998.
3
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION-{Continued)
RESULTS OF OPERATIONS
EBITA and operating income are as follows:
Cable Networks ...................,................
Publishing .............................., ............,.
Music ................. ........... ,.......................
Filmed Entertainment(b) ........................
Broadcasting-The WB Network ...........
Cable(C) .......... ....... .......... ....... ................
Intersegment elimination ......................
Thret Months Endtd Sentember 30, Nine Months Ended Sentember 30
EBITA Oneratinl! Incomt EBITA Oneratinl! Income
1999 1998 1999 1998 1999 1998 1999 1998
Historical Pro Forma(') !!i!!!!ds!! Pro Formal') !!i!!!!ds!! Pro Formal') Historical Pro Formal')
(millioDS )
$221 $1,003
102 419
30 279
175 806
(17) (95)
269 2,477
ill) ~)
$ 328
129
76
228
(24)
894
-.ill)
$ 271
112
99
233
(17)
417
.Jm
$277
118
11
177
(25)
752
-.ill)
$ 844
373
288
497
(78)
1,246
.-J1.Q)
$ 851
388
77
655
(98)
2,068
~)
$ 694
346
80
331
(80)
798
~)
TotaL.................................................... ~ ~ ~ $747 ~ ~ ~ ~
(a) Time Warner's 1999 oper.uing results reflect the consolidation of the Entcnainment Group, which substantially consists ofTWE, retroactive
to the beginning of the year. Pro fanna operating results for 1998, reflecting only the consolidation of the Entenainment Group and nol
adjusting for the effects of other transactions and nonrecurring items discussed separately herein, are presented in order to enhance
comparability. Time Warner's historical EBIT A and operating income for 1998, which exclude the unconsolidated operating results of the
Entenainment Group, were 5516 million and $315 million,respectively, for the third quarter and 51.468 billion and $869 million,
respectively, for the first nine months of the year.
(b) Includes a net pretax gain of approximately 5215 million recognized in the flTSt quarter of 1999 in connection with the early termination and
settlement of a long-tenn home video distribution agreement
(c) Includes net pretax gains related to the sale or exchange of certain cable television systems and investments of $477 million in the third
quarter of 1999 and 56 million in 1998. Similarly, nine-month results include net pretIX gains of $1.248 billion in 1999 and $90 million in
1998.
Three Months Ended September 30, 1999 Compared to Three Months Ended September 30, 1998
Consolidated Results
Time Warner had revenues of $6.723 billion, income of $381 million before an extraordinary loss on the
retirement of debt and net income of$369 million for the three months ended September 30,1999, compared to revenues
on a pro forma basis of $6.593 billion and net income of $39 million for the three months ended September 30, 1998.
After preferred dividend requirements, Time Warner had basic income per common share before the extraordinary item
of$.29 in 1999, and $.28 after, compared to a net loss of$.03 per common share in 1998. On a diluted basis, income
per common share before the extraordinary item was $.28 in 1999, and $.27 after, compared toa net loss of $.03 per
common share in 1998.
As previously described, in addition to the consolidation of the Entertainment Group retroactive to the
beginning of 1999, the comparability of Time Warner's operating results for 1999 and 1998 has been further affected
by certain significant, nonrecurring items recognized in each period. These nonrecurring items consisted of
approximately $477 million of net pretax gains in 1999, compared to $6 million of net pretax gains in 1998. In addition,
net income in 1999 included an extraordinary loss on the retirement of debt of $12 million. The aggregate net effect of
these items in 1999 was an increase in basic net income per common share ofS.20. On a diluted basis, the aggregate net
effect of these items in 1999 was an increase in basic net income per common share of $.19. The 1998 gains had no
significant impact on per share results.
Time Warner's net income increased to $369 million in 1999, compared to $39 million in 1998. However,
excluding the significant effect of the nonrecurring items referred to earlier, net income increased by $75 million to $110
million in 1999 from $35 million in 1998. As discussed more fully below, this improvement principally resulted from
an overall increase in Time Warner's business segment operating income and lower losses from certain investments
accounted for under the equity method of accounting, offset in part by higher interest expense principally in connection
with borrowings used to redeem Time Warner's Series M exchangeable preferred stock ("Series M Preferred Stock")
4
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION-(Continued)
in December 1998 and higher income taxes due to the increase in Time Warner's income. Similarly, excluding the
aggregate effect of these nonrecurring items, normalized basic and diluted net income per common share increased to
$.08, compared to a normalized net loss of$.03 per common share in 1998. In addition to the factors discussed above,
the improvement in 1999 normalized per share results reflects a $67 million reduction in preferred dividend requirements
principally relating to the redemption of Series M Preferred Stock in late 1998.
The relationship between income before income taxes and income tax expense of Time Warner is principally
affected by the amortization of goodwill and certain other financial statement expenses that are not deductible for income
tax purposes. Income tax expense of Time Warner includes all income taxes related to its allocable share of partnership
income and its equity in the income tax expense of corporate subsidiaries of the Entertainment Group.
Business Segment Results
Cable Networks. Revenues increased to $1.450 billion in 1999, compared to $1.330 billion on a pro forma basis
in 1998. EBITA increased to $328 million in 1999 from $271 million on a pro forma basis in 1998. Operating income
increased to $277 million in 1999 from $221 million on a pro forma basis in 1998. Revenues grew due to increases at
the Turner cable networks group and HBO. For the Turner cable networks group, revenues benefited from increases in
advertising and subscription revenues, offset in part by the absence of revenues from the Goodwill Games sponsored in
the surmner of 1998. The increase in advertising revenues was principally due to a strong overall advertising market for
most of the group's networks, including CNN, ms Superstation, TNT and Cartoon Network. The increase in
subscription revenues was principally due to an increase in subscriptions and higher rates, primarily led by revenue
increases at CNN, ms Superstation, TNT and Turner Classic Movies. For HBO, revenues benefited primarily from an
increase in pay-television subscriptions.
Likewise, EBITA and operating income were higher due to increases at the Turner cable networks group and
HBO. For the Turner cable networks group, the increase in EBITA and operating income was principally due to the
revenue gains and the absence of losses associated with the Goodwill Games, offset in part by higher progranuning costs.
For HBO, the increase in EBITA and operating income was principally due to the revenue gains and increased cost
savings.
Publishing. Revenues increased to $1.110 billion in 1999, compared to $1.076 billion in 1998. EBITA increased
to $129 million in 1999 from $112 million in 1998. Operating income increased to $118 million in 1999 from $102
million in 1998. Revenues in 1999 were affected negatively by the deconsolidation of a direct-marketing operation, which
is now being accounted for under the equity method of accounting. Excluding this change, revenues increased primarily
from significant growth in magazine advertising revenues, as well as increases in magazine circulation revenues. The
increase in advertising revenues was principally due to a strong overall advertising market for most of the division's
magazines, primarily led by In Style, People. Sports Illustrated. Entenainment Weekly and Teen People. The increase
in circulation revenues was principally due to higher newsstand sales, led by People and nme, offset in part by lower
net subscription revenues generated by American Family EnteIprises ("APE"), a 50%-owned equity investee, and other
third-party agencies. EBITA and operating income increased principally as a result of the revenue gains and increased
cost savings. These increases were offset in part by the absence of certain one-time gains on the sale of assets recognized
in 1998 and lower results from direct-marketing activities, including Book-of-the-Month Club and APE.
In addition, in October 1999, APE voluntarily filed for Chapter 11 bankruptcy protection under the U.S.
Bankruptcy Code. This action is expected to allow APE to resolve its pending private litigation relating to its sweepstakes
promotions and to restructure its operations and finances. Time Warner's management expects that the outcome of the
bankruptcy proceedings will not be material to Time Warner's future operating results and financial condition.
5
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION-(Continued)
Music. Revenues decreased to $852 million in 1999, compared to $938 million in 1998. EBITA decreased to
$76 million in 1999 from $99 million in 1998. Operating income decreased to $11 million in 1999 from $30 million in
1998. Revenues decreased primarily due to lower domestic and international recorded music sales. The worldwide
revenue decline principally related to less popular releases in comparison to the prior year, as well as industry-wide
softness in various international markets, like Brazil and Gennany. EBITA and operating income decreased principally
as a result of the decline in worldwide revenues and lower results from Colwnbia House, a 50%-owned equity investee,
offset in part by increased cost savings, lower artist royalty costs and higher income from DVD manufacturing operations.
Management expects that the revenue decline relating to lower worldwide sales levels will continue into the fourth
quarter of 1999, which could continue to affect operating results negatively.
Filmed Entertainment. Revenues decreased to $2.208 billion in 1999, compared to $2.272 billion on a pro
fonna basis in 1998, EBITA decreased to $228 million in 1999 from $233 million on a pro fonna basis in 1998.
Operating income increased to $177 million in 1999 from $175 million on a pro fonna basis in 1998. Revenues
decreased because revenue increases at Warner Bros, were more than offset by revenue declines at the Turner filmed
enterlaimnent businesses, which include New Line Cinema, Castle Rock Entertainment and the former film and television
libraries ofMetro-Goldwyn-Mayer, Inc. and RKO Pictures, Inc. For Warner Bros" revenues benefited from increases
in worldwide theatrical, home video and television syndication operations, offset in part by lower revenues from
consumer products operations. The increase in worldwide home video revenues primarily resulted from increased sales
ofDVDs. For the Turner filmed entertainment businesses, revenues decreased principally as a result of the absence in
1999 of significant syndication revenues from the sale of second-cycle broadcasting rights for Seinfeld in 1998, and fewer
and less popular third-quarter theatrical releases in 1999.
EBITA was lower and operating income was relatively flat because increases at Warner Bros. were either more
than or substantiallyofIset by EBITA and operating income declines at the Turner filmed entertainment businesses. For
Warner Bros" EBITA and operating income increased principally as a result of improved results from worldwide
theatrical, home video and television syndication operations, offset in part by lower results from consumer products
operations. For the Turner filmed entertainment businesses, EBITA and operating income decreased principally as a result
of the decline in revenues, offset in part by lower participation costs payable to creative talent.
In connection with declines in the operations of certain of Warner Bros,'s retail stores, management is in the
process of evaluating several strategic alternatives for its retail operations. These alternatives include the gradual
reduction and updating of Warner Bros.'s store portfolio, including the transfonnation of some of the traditional retail
outlets to smaller, more efficient stores and an increasing emphasis on e-commerce opportunities. To the extent
management takes action under some of these altematives, a non-cash charge, principally relating to the acceleration of
future depreciation expense, may be required. Management's evaluation is expected to continue through the 1999 holiday
shopping season.
Broadcasting - The WB Network. Revenues were $84 million in 1999, compared to $64 million on a pro fonna
basis in 1998. EBITA decreased to a loss of$24 million in 1999 from a loss of$17 million on a pro forma basis in 1998.
Operating losses increased to $25 million in 1999 from $17 million on a pro fonna basis in 1998. Revenues increased
principally as a result of one additional night of weekly prime-time programming in comparison to the prior year and
advertising rate increases, offset in part by lower television ratings for the sumner repeat programming lineup, Operating
losses increased principally because the revenue gains were more than offset by the combination of higher programming
costs associated with the expanded programming schedule and higher start-up costs associated with The WB Network
100+ station group, a distribution alliance for The WB Network in smaller markets.
Cable. Revenues increased to $1.342 billion in 1999, compared to $1.288 billion on a pro fonna basis in 1998.
EBITA increased to $894 million in 1999 from $417 million on a pro forma basis in 1998. Operating income increased
to $752 million in 1999 from $269 million on a pro forma basis in 1998. These operating results were affected by certain
6
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDlTION-(Continued)
cable-related transactions that occurred in 1998 (the "1998 Cable Transactions") and by net pretax gains of $477 million
recognized in 1999 and $6 million in 1998 related to the sale or exchange of various cable television systems and
investments. The 1998 Cable Transactions principally resulted in the deconsolidation of certain operations and are
described more fully in Note 8 to the accompanying consolidated fmancial statements. Excluding the effect of the 1998
Cable Transactions, revenues increased due to growth in basic cable subscribers, increases in basic cable rates, increases
in advertising and pay-per-view revenues and an increase in revenues from providing Road Runner-branded, high-speed
online services. Similarly, excluding the effect of the 1998 Cable Transactions and the one-time gains, EBITA and
operating income increased principally as a result of the revenue increases, offset in part by higher programming costs.
Interest and Other. Net, Interest and other, net, decreased to $490 million of expense in 1999, compared to $508
million of expense on a pro forma basis in 1998. Interest expense increased to $376 million in 1999, compared to $358
million on a pro forma basis in 1998. Interest expense increased principally because of higher interest costs incurred in
connection with the $2.1 billion of borrowings used to redeem the Company's Series M Preferred Stock in December
1998, offset in part by interest savings associated with the Company's 1998 debt reduction efforts. Other expense, net,
decreased to $114 million in 1999, compared to $150 million on a pro forma basis in 1998, The decrease principally
related to lower losses from certain investments accounted for under the equity method of accounting.
Minority Interest. Minority interest expense increased to $59 million in 1999, compared to $53 million on a pro
forma basis in 1998. Minority interest expense increased primarily due to the allocation of a portion of the net pretax
gains relating to the sale or exchange of various cable television systems and investments owned by the TWE-
AdvancelNewhouse Partnership ("TWE-A/N"), a majority-owned partnership ofTWE, to the minority owners of that
partnership. Excluding the significant effect of the gains recognized in 1999, minority interest expense decreased slightly
in 1999 principally due to a higher allocation of losses to a minority partner in The WB Network.
Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30, 1998
Consolidated Results
Time Warner had revenues of $19.345 billion, income of $1.112 billion before an extraordinary loss on
retirement of debt and net income ofS1.100 billion for the nine months ended September 30, 1999, compared to revenues
on a pro forma basis of$18.977 billion and net income of$78 million for the nine months ended September 30, 1998.
After preferred dividend requirements, Time Warner had basic income per common share before the extraordinary item
ofS.85 in 1999, and $.84 after, compared to a net loss of$.13 per common share in 1998. On a diluted basis, income
per common share before the extraordinary item was $.82 in 1999, and $.81 after, compared to a net loss ofS.13 per
common share in 1998,
As previously described, in addition to the consolidation of the Entertainment Group retroactive to the
beginning of 1999, the comparability of Time Warner's operating results for 1999 and 1998 has been further affected
by certain significant, nonrecurring items recognized in each period. These nonrecurring items consisted of
approximately $1.578 billion of net pretax gains in 1999, compared to $90 million of net pretax gains in 1998. In
addition, net income in 1999 included an extraordinary loss on the retirement of debt of $12 million. The aggregate net
effect of these items was an increase in basic net income per common share of $.64 in 1999. On a diluted basis, the
aggregate net effect of these items was an increase ofS.61 per common share in 1999, compared to an increase of$.03
per common share in 1998.
Time Warner's net income increased to $1.100 billion in 1999, compared to $78 million in 1998. However,
excluding the significant effect of the nonrecurring items referred to earlier, net income increased by $247 million to
$284 million in 1999 from $37 million in 1998. As discussed more fully below, this improvement principally resulted
from an overall increase in Time Warner's business segment operating income, offset in part by higher equity losses from
7
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDmON-{Continued)
certain investments accounted for under the equity method of accounting, higher interest expense principally in
connection with borrowings used to redeem the Company's Series M Preferred Stock in December 1998 and higher
income taxes due to the increase in Time Warner's income. Similarly, excluding the aggregate effect of these
nonrecurring items, normalized basic and diluted net income per conunon share increased to $.20, compared to a
normalized net loss of $.16 per conunon share in 1998. In addition to the factors discussed above, the improvement in
1999 normalized per share results reflects a $191 million reduction in preferred dividend requirements principally
relating to the redemption of Time Warner's Series M Preferred Stock in late 1998.
The relationship between income before income taxes and income tax expense of Time Warner is principally
affected by the amortization of goodwill and certain other financial statement expenses that are not deductible for income
tax purposes. Income tax expense of Time Warner includes all income taxes related to its allocable share of partnership
income and its equity in the income tax expense of corporate subsidiaries of the Entertainment Group.
Business Segment Results
Cable Networks. Revenues increased to $4.425 billion in 1999, compared to $3.985 billion on a pro forma basis
in 1998. EBITA increased to $1.003 billion in 1999 from $844 million on a pro forma basis in 1998. Operating income
increased to $851 million in 1999 from $694 million on a pro forma basis in 1998. Revenues grew due to increases at
the Turner cable networks group and HBO. For the Turner cable networks group, revenues benefited from increases in
advertising and subscription revenues, offset in part by the absence of revenues from the Goodwill Games sponsored in
the swmner of 1998. The increase in advertising revenues was principally due to a strong overall advertising market for
most of the group's networks, including CNN, TBS Superstation, TNT, Cartoon Network and Headline News. The
increase in subscription revenues was principally due to an increase in subscriptions and higher rates, primarily led by
revenue increases at CNN, TBS Superstation, TNT and Turner Qassic Movies. For HBO, revenues benefited primarily
from an increase in pay-television subscriptions.
Likewise, EBITA and operating income were higher due to increases at the Turner cable networks group and
HBO. For the Turner cable networks group, the increase in EBITA and operating income was principally due to the
revenue gains and the absence of losses associated with the Goodwill Games, offset in part by higher programming costs.
For HBO, the increase in EBITA and operating income was principally due to the revenue gains, increased cost savings,
and higher income from Comedy Central, a 50o/0-0WDed equity investee.
Publishing. Revenues increased to $3.237 billion in 1999, compared to $3.160 billion in 1998. EBITA
increased to $419 million in 1999 from $373 million in 1998. Operating income increased to $388 million in 1999 from
$346 million in 1998. Revenues in 1999 were affected negatively by the deconsolidation of a direct-marketing operation,
which is now being accounted for under the equity method of accounting. Excluding this change, revenues increased
primarily from significant growth in magazine advertising revenues. The increase in advertising revenues was principally
due to a strong overall advertising market for most of the division's magazines, primarily led by In Style, People, lime,
Teen People and Sports nlustrated. Magazine circulation revenues were flat principally because higher newsstand sales,
led by Time and In Style, were offset by lower net subscription revenues generated by AFE and other third-party
agencies. EBITA and operating income increased principally as a result of the revenue gains, increased cost savings and
higher gains on the sale of assets. These increases were offset in part by lower results from direct-marketing activities,
including Book-of-the-Month Club and AFE,
In addition, in October 1999, AFE voluntarily filed for Chapter 11 bankruptcy protection under the U.S.
Banlauptcy Code. This action is expected to allow APE to resolve its pending private litigation relating to its sweepstakes
promotions and to restructure its operations and finances. Time Warner's management expects that the outcome of the
bankruptcy proceedings will not be material to Time Warner's future operating results and financial condition,
8
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION-(Continued)
Music. Revenues decreased to $2.616 billion in 1999, compared to $2.731 billion in 1998. EBITA decreased
to $279 million in 1999 from $288 million in 1998. Operating income decreased to $77 million in 1999 from $80 million
in 1998. Revenues decreased primarily due to lower domestic and international recorded music sales. The worldwide
revenue decline principally related to less popular releases in comparison to the prior year, as well as industry-wide
softness in various international markets, like Brazil and Gennany. EBITA and operating income decreased principally
as a result of the decline in worldwide revenues and lower results from Columbia House, a 500Io-owned equity investee,
offset in part by increased cost savings, lower artist royalty costs and higher income from DVD manufacturing operations.
Management expects that the revenue decline relating to lower worldwide sales levels will continue into the fourth
quarter of 1999, which could continue to affect operating results negatively.
Filmed Entertainment. Revenues decreased to $5.688 billion in 1999, compared to $5.790 billion on a pro
forma basis in 1998. EBITA increased to $806 million in 1999 from $497 million on a pro forma basis in 1998.
Operating income increased to $655 million in 1999 from $331 million on a pro forma basis in 1998. Revenues
decreased because revenue increases at Warner Bros. were more than offset by revenue declines at the Twner filmed
enterm;mnf!I1t businesses, which include New Line Cinema, Castle Rock Entertainment and the former film and television
libraries ofMetro-Goldwyn-Mayer, Inc. and RKO Pictures, Inc. For Warner Bros., revenues benefited from increases
in worldwide theatrical, home video and television distribution operations, offset in part by lower revenues from
consumer products operations. The increase in worldwide home video revenues primarily resulted from increased sales
ofDVDs. For the Turner filmed entertainment businesses, revenues decreased principally as a result of the absence in
1999 of significant syndication revenues from the sale of second-cycle broadcasting rights for Seinfeld in 1998 and fewer
theatrical releases in 1999.
EBITA and operating income were higher due to increases at Warner Bros. and the Twner filmed entertainment
businesses, including an approximate $215 million net pretax gain recognized by Warner Bros. in the first quarter of 1999
in connection with the early termination and settlement of a long-term home video distribution agreement. Excluding
the gain, Warner Bros.'s EBITA and operating income increased principally as a result of improved results from
worldwide theatrical, home video and television distribution operations, offset in part by lower results from consumer
products operations. For the Twner filmed entertainment businesses, EBITA and operating income increased principally
due to the absence of film write-otIs relating to disappointing results for theatrical releases of Castle Rock Entertainment
in 1998, offset in part by lower results from television distribution operations relating to the absence in 1999 of
significant syndication sales of broadcasting rights for Seinfeld in 1998,
In connection with declines in the operations of certain of Warner Bros, 's retail stores, management is in the
process of evaluating several strategic alternatives for its retail operations. These alternatives include the gradual
reduction and updating of Warner Bros.'s store portfolio, including the transformation of some of the traditional retail
outlets to smaller, more efficient stores and an increasing emphasis on e-commerce opportunities. To the extent
management takes action under some of these alternatives, a non-cash charge, principally relating to the acceleration of
future depreciation expense, may be required. Management's evaluation is expected to continue through the 1999 holiday
shopping season.
Broadcasting - The WB Network. Revenues were $246 million in 1999, compared to $170 million on a pro
forma basis in 1998. EBITA decreased to a loss of $95 million in 1999 from a loss of $78 million on a pro forma basis
in 1998. Operating losses increased to $98 million in 1999 from $80 million on a pro forma basis in 1998. Revenues
increased principally as a result of one additional night of weekly prime-time programming in comparison to the prior
year, improved television ratings and advertising rate increases. Operating losses increased principally because the
revenue gains were more than offset by the combination of higher programming costs associated with the expanded
programming schedule and higher start-up costs associated with The WB Network 100+ station group, a distribution
alliance for The WB Network in smaller markets.
9
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION~Continued)
Cable. Revenues decreased to $3.968 billion in 1999, compared to $4.015 billion on a pro forma basis in 1998.
EBITAincreased to $2.477 billion in 1999 from $1.246 billion on a pro forma basis in 1998. Operating income increased
to $2.068 billion in 1999 from $798 million on a pro forma basis in 1998. These operating results were affected by the
1998 Cable Transactions and by net pretax gains of$1.248 billion recognized in 1999 and $90 million in 1998 related
to the sale or exchange of various cable television systems and investments. The 1998 Cable Transactions principally
resulted in the deconsolidation of certain operations and are described more fully in Note 8 to the accompanying
consolidated financial statements. Excluding the effect of the 1998 Cable Transactions, revenues increased due to growth
in basic cable subscribers, increases in basic cable rates, increases in advertising and pay-per-view revenues and an
increase in revenues from providing Road Runner-branded, high-speed online services. Similarly, excluding the effect
of the 1998 Cable Transactions and the one-time gains, EBITA and operating income increased principally as a result
of the revenue increases, offset in part by higher programming costs.
Interest and Other. Net. Interest and other, net, decreased to $1.387 billion of expense in 1999, compared to
$1.410 billion of expense on a pro forma basis in 1998. Interest expense increased to $1.116 billion in 1999, compared
to $1.082 billion on a pro forma basis in 1998. Interest expense increased principally because of higher interest costs
incurred in connection with the $2.1 billion of borrowings used to redeem the Company's Series M Preferred Stock in
December 1998, offset in part by interest savings associated with the Company's 1998 debt reduction efforts. Other
expense, net, decreased to $271 million in 1999, compared to $328 million on a pro forma basis in 1998. The decrease
principally related to the recognition of an approximate $115 million pretax gain in 1999 in connection with the Time
Warner Telecom IPO, offset in part by higher losses from certain investments accounted for under the equity method of
accounting.
Minority Interest. Minority interest expense increased to $358 million in 1999, compared to $200 million on
a pro forma basis in 1998. Minority interest expense increased primarily due to the allocation of a portion of the net
pretax gains relating to the sale or exchange of various cable television systems and investments owned by TWE-AIN
to the minority owners of that partnership. Excluding the significant effect of the gains recognized in each period,
minority interest expense decreased slightly in 1999 principally due to a higher allocation of losses to a minority partner
in The WB Network.
FINANCIAL CONDITION AND LIQUIDITY
September 30, 1999
Financial Condition
At September 30, 1999, Time Warner had $17.8 billion of debt, $645 million of cash and equivalents (net debt
of $17.2 billion), $1.2 billion of borrowings against future stock option proceeds, $575 million of mandatorily redeem-
able preferred securities of subsidiaries and $8.8 billion of shareholders' equity, compared to $17.5 billion of debt, $529
million of cash and equivalents (net debt of $17.0 billion), $895 million of borrowings against future stock option
proceeds, $792 million of mandatorily redeemable preferred securities of subsidiaries and $8.9 billion of shareholders'
equity on a pro forma basis at December 31, 1998.
Debt Refinancings
In July 1999, Time Warner Companies, Inc., a wholly owned subsidiary of Time Warner, redeemed all of its
$600 million principal amount of Floating Rate Reset Notes due July 29, 2009. The aggregate redemption cost of
approximately $620 million was funded with borrowings under Time Warner's bank credit agreement. In connection with
this redemption, an extraordinary loss of$12 million was recognized in the third quarter of 1999.
10
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION~Continued)
Preferred Stock Conversion
In July 1999, Time Warner issued approximately 46 million shares of common stock in connection with the
conversion of all outstanding 11 million shares of its Series D convertible preferred stock. Because holders of Series D
preferred stock were entitled to cash dividends at a preferential rate through July 1999, Time Warner's historical cash
dividend requirements will be reduced, going forward, by approximately $30 million on an annualized basis.
Common Stock Repurchase ProgrlUll
In January 1999, Time Warner's Board of Directors authorized a new common stock repurchase program that
allows the Company to repurchase, from time to time, up to $5 billion of common stock. This program is expected to
be completed over a three-year period; however, actual repurchases in any period will be subject to market conditions.
Along with stock option exercise proceeds and borrowings under Time Warner's $1.3 billion stock option proceeds credit
facility, additional ftmding for this program is expected to be provided by future free cash flow and financial capacity.
During the first nine months of 1999, Time Warner acquired 24.3 million shares of its common stock at an
aggregate cost of $1.636 billion. These repurchases increased the cumulative shares purchased under this and its previous
common stock repurchase program begun in 1996 to approximately 119.4 million shares at an aggregate cost of$4.676
billion.
Redemption of REIT Preferred Stock
In March 1999, a subsidiary of TWE (the "REIT') redeemed all of its shares of preferred stock ("REIT
Preferred Stock") at an aggregate cost of $217 million, which approximated net book value. The redemption was funded
with borrowings under TWE's bank credit agreement Pursuant to its terms, the REIT Preferred Stock was redeemed as
a result of proposed changes to federal tax regulations that substantially increased the likelihood that dividends paid by
the REIT or interest paid to the REIT under a mortgage note of TWE would not be fully deductible for federal income
tax purposes.
Cash Flows
During the first nine months of 1999, Time Warner's cash provided by operations amounted to $2.802 billion
and reflected $4.879 billion ofEBITA, $905 million of noncash depreciation expense and $85 million of proceeds from
Time Warner's asset securitization program, less $1.137 billion of interest payments, $261 million of income taxes, $120
million of corporate expenses and $1.549 billion related to an aggregate increase in working capital requirements, other
balance sheet accounts and noncash items. Cash provided by operations of $1.844 billion on a pro forma basis for the
first nine months of 1998 reflected $3.094 billion of business segment EBITA, $983 million of noncash depreciation
expense and $233 "fDillion of proceeds from Time Warner's asset securitization program, less $1.122 billion of interest
payments. $200 million of income taxes, $112 million of corporate expenses and $1.032 billion related to an aggregate
increase in working capital requirements, other balance sheet accounts and noncash items.
Cash used by investing activities was $1.392 billion in the first nine months of 1999, compared to $922 million
on a pro forma basis in the first nine months of 1998. This increase principally resulted from a $463 million decrease
in investment proceeds largely relating to the 1998 sale of TWE's remaining interest in Six Flags Entertainment
Corporation. Capital expenditures increased to $1.532 billion in the first nine months of 1999, compared to $1.440
billion on a pro forma basis in the first nine months of 1998.
Cash used by financing activities was $1.207 billion in the first nine months of 1999, compared to $1.371
billion on a pro forma basis in the first nine months of 1998. The use of cash in 1999 principally resulted from the
repurchase of approximately 24.3 million shares of Time Warner conmon stock at an aggregate cost of $1.636 billion,
11
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION~Continued)
the redemption of REIT Preferred Stock at an aggregate cost of $217 million and the payment of $226 million of
dividends, offset in part by a $316 million increase in net borrowings, $335 million of borrowings against future stock
option proceeds and $350 million of proceeds received principally from the exercise of employee stock options. During
the frrst nine months of 1998, on a pro forma basis, excluding additional borrowings that offset the noncash reduction
of $1.15 billion of debt relating to the conversion of its zero-coupon convertible notes into common stock, Time Warner
reduced debt by approximately $1.1 billion. Time Warner used proceeds from the borrowings associated with the
conversion of its zero-coupon convertible notes, together with most of the $599 million of proceeds received from the
exercise of employee stock options and $482 million of net borrowings against future stock option proceeds, to
repurchase approximately 26.4 million shares of Time Warner common stock at an aggregate cost of $1.944 billion
during the first nine months of 1998. Time Warner also paid $394 million of dividends in the frrst nine months of 1998.
The decrease in dividends paid in 1999 reflects the effect of Time Warner's redemption of its Series M Preferred Stock
in December 1998 and the conversion of approximately 15 million shares of preferred stock into shares of CODmlOn stock
that also occurred during 1998.
The assets and cash flows of TWE are restricted by certain borrowing and partnership agreements and are
unavailable to Time Warner except through the payment of certain fees, reimbursements, cash distributions and loans,
which are subject to limitations. Under its bank credit agreement, TWE is permitted to incur additional indebtedness to
make loans, advances, distributions and other cash payments to Time Warner, subject to its individual compliance with
the cash flow coverage and leverage ratio covenants contained therein.
Management believes that Time Warner's operating cash flow, cash and equivalents and additional borrowing
capacity are sufficient to fund its capital and liquidity needs for the foreseeable future without distributions and loans
from TWE above those permitted by existing agreements.
Cable Capital Spending
Time Warner Cable has been engaged in a plan to upgrade the technological capability and reliability of its cable
television systems and develop new services, which it believes will position the business for sustained, long-term growth.
Capital spending by Time Warner Cable amounted to $1.107 billion in the nine months ended September 30, 1999,
compared to $1.149 billion in the nine months ended September 30, 1998. Cable capital spending is expected to
approximate $450 million for the remainder of 1999. Capital spending by Time Warner Cable is expected to continue
to be funded by cable operating cash flow.
Filmed Entertainment Backlog
Backlog represents the amount of future revenue not yet recorded from cash contracts for the licensing of
theatrical and television product for pay cable, basic cable, network and syndicated television exhibition. Backlog for
all of Time Warner's filmed entertainment companies amounted to $3.153 billion at September 30, 1999, compared to
$2.934 billion on a pro forma basis at December 31, 1998 (including amounts relating to the licensing off11m product
to Time Warner's cable television networks of $1.144 billion at September 30, 1999 and $995 million at December 31,
1998).
Because backlog generally relates to contracts for the licensing of theatrical and television product which have
already been produced, the recognition of revenue for such completed product is principally only dependent upon the
conmencement of the availability period for telecast under the terms of the related licensing agreement. Cash licensing
fees are collected periodically over the term of the related licensing agreements or on an accelerated basis using a $500
million securitization facility. The portion of backlog for which cash has not already been received has significant off-
balance sheet asset value as a source of future funding. The backlog excludes advertising barter contracts, which are also
12
TIME WARNER 1Ne.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDlTION~Continued)
expected to result in the future realization of revenues and cash through the sale of advertising spots received under such
contracts.
Year 2000 Technology Preparedness
Time Warner, like most large companies, depends on many different computer systems and other chip-based
devices for the continuing conduct of its business. Older computer programs, computer hardware and chip-based devices
may fail to recognize dates beginning on January 1,2000 as being valid dates, and as a result may fail to operate or may
operate improperly when such dates are introduced.
Time Warner's exposure to potential Year 2000 problems arises both in technological operations under the
control of the Company and in those dependent on one or more third parties. These technological operations include
information technology ("IT") systems and non-IT systems, including those with embedded technology, hardware and
software. Most of Time Warner's potential Year 2000 exposures are dependent to some degree on one or more third
parties. Failure to achieve high levels of Year 2000 compliance could have a material adverse impact on Time Warner
and its financial statements.
The Company's Year 2000 initiative continues to be conducted at the operational level by divisional project
managers and senior technology executives overseen by senior divisional executives, with assistance internally as well
as from outside professionals. The progress of each division through the different phases of remediation-inventorying,
assessment, remediation planning, implementation and final testing-is actively overseen and reviewed on a regular basis
by an executive oversight group that reports through the Company's Chief Financial Officer to the Audit Committee of
the Board of Directors.
The Company initially identified and assessed potential Year 2000 difficulties in its technological operations,
including IT applications, IT technology and support, desktop hardware and software, non-IT systems and important third
party operations, and distinguished those that are "mission critical" from those that are not. An item is considered
"mission critical" ifits Year 2000-related failure would significantly impair the ability of one of the Company's major
business units to (1) produce, market and distribute the products or services that generate significant revenues for that
business, (2) meet its obligations to pay its employees, artists, vendors and others or (3) meet its obligations under
regulatory requirements and internal accounting controls. The Company and its divisions have identified approximately
1,000 worldwide, "mission critical" potential exposures. As of September 30, 1999, substantially all of these potential
exposures have been identified by the divisions as Year 2000 compliant and of those that are not reported as compliant,
substantially all were in final testing stages and expected to be substantially completed in all material respects by the
middle of the fomth quarter of 1999. The Company, however, could experience unexpected delays. The Company is
expecting to focus its attention during the fomth quarter of 1999 on conducting final integrated testing in a stable
environment and on refinements and testing of its contingency and transition plans, as necessary.
As stated above, however, the Company's business is heavily dependent on third parties, both domestically and
internationally, and these parties are themselves heavily dependent on technology. For example, if a television
broadcaster or cable progranuner encounters Year 2000 problems that impede its ability to deliver its programming, the
Company will be unable to provide that programming to its cable customers. Because the Company is also a
programming supplier, third-party signal delivery problems would affect its ability to deliver its programming to its
customers. In addition, in a situation endemic to the cable industry, much of the Company's headend equipment that
controls cable set-top boxes needed to be upgraded to become Year 2000 compliant. The box manufacturers and cable
industry groups together developed solutions that the Company has substantially completed installing and testing in its
headend equipment at its various geographic locations. The Company has attempted to include in its "mission critical"
inventory significant service providers, vendors, suppliers, customers and governmental entities that are believed to be
critical to business operations and has made its determinations of their state of Year 2000 readiness through various
13
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION~Continued)
means, including questionnaires, interviews, on-site visits, system interface testing and industry group participation. The
Company continues to monitor these situations. Moreover, Time Warner is dependent, like all large companies, on the
continued functioning, domestically and internationally, of basic, heavily computerized services such as banking,
telephony, water and power, and various distribution mechanisms ranging from the mail, railroads and trucking to high-
speed data transmission. Time Warner is taking steps to attempt to satisfy itself that the third parties on which it is heavily
reliant are Year 2000 compliant, are developing satisfactory contingency plans or that alternate means of meeting its
requirements are available, but cannot predict the likelihood of such compliance nor the direct or indirect costs to the
Company of non-compliance by those third parties or of securing such services from alternate compliant third parties.
In areas in which the Company is uncertain about the anticipated Year 2000 readiness of a significant third party, the
Company is investigating available alternatives, if any.
The Company, as a whole, currently estimates that the aggregate cost of its Year 2000 remediation program,
which started in 1996, will be approximately $125 to $175 million, of which an estimated 80% to 90% has been incurred
through September 30, 1999. These costs include estimates of the costs of assessment, replacement, repair and upgrade,
both planned and unplanned, of certain IT and non-IT systems and their implementation and testing. The Company
anticipates that its remediation program, and related expenditures, may continue into 2001 as temporary solutions to Year
2000 problems are replaced with upgraded equipment. These expenditures have been and are expected to continue to
be funded from the Company's operating cash flow and have not and are not expected to impact materially the Company's
financial statements.
Management believes that it has established an effective program to resolve all significant Year 2000 issues in
its control in a timely manner. As noted above, however, the Company has not yet completed all phases of its program
and is dependent on third parties whose progress is not within its control. In the event that the Company experiences
unanticipated failures of the systems within its control, management believes that the Company could experience
significant difficulty in producing and delivering its products and services and conducting its business in the Year 2000
as it has in the past. More importantly, disruptions experienced by third parties with which the Company does business
as well as by the economy generally could materially adversely affect the Company. The amount of potential liability
and lost revenue cannot be reasonably estimated at this time.
As stated above, the Company is now focusing its attention on its contingency and transition plans. It has
examined its existing divisional standard business interruption strategies to evaluate whether they would satisfactorily
meet the demands of failures arising from Year 2000-related problems. It is also developing and refIning specific
transition schedules and contingency plans in the event it does not successfully complete its remaining remediation as
anticipated or experiences unforeseen problems outside the scope of these standard strategies. These plans are intended
to provide guidance and alternatives for unanticipated failures of internal systems as well as external failures that may
impede any of the Company's businesses from operating normally. The Company intends to examine its status
periodically to determine the necessity of implementing such contingency plans or additional strategies, which could
involve, among other things, manual workarounds, adjusting staffing strategies and sharing resources across divisions.
Caution Concerning Forward-Looking Statements
The Securities and Exchange Commission encourages companies to disclose forward-looking information so
that investors can better understand a company's future prospects and make informed investment decisions. This
document, together with management's public commentary related thereto, contains such "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, particularly statements anticipating future
growth in revenues, EBITA and cash flow. Words such as "anticipate", "estimate", "expects", "projects", "intends",
"plans", "believes" and words and terms of similar substance used in connection with any discussion of future operating
or financial performance identify such forward-looking statements. Those forward-looking statements are management's
present expectations of future events. As with any projection or forecast, they are inherently susceptible to uncertainty
14
TIME WARNER INe.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITlON-{Continued)
and changes in circumstances, and the Company is under no obligation to (and expressly disclaims any such obligation
to) update or alter its forward-looking statements whether as a result of such changes, new information, future events or
otherwise.
Time Warner operates in highly competitive, consumer driven and rapidly changing media and entertainment
businesses that are dependent on government regulation and economic, political and social conditions in the countries
in which they operate, COnsWDer demand for their products and services, technological developments and (particularly
in view of technological changes) protection of their intellectual property rights. Time Warner's actual results could differ
materially from management's expectations because of changes in such factors. Some of the other factors that also could
cause actual results to differ from those contained in the forward-looking statements include those identified in Time
Warner's other filings and:
· For Time Warner's cable business, more aggressive than expected competition from new technologies and other
types of video programming distnbutors, including DBS; increases in govennnent regulation of cable or equipment
rates or other terms of service (such as "digital nmst-carry" or "unbundling" requirements); increased difficulty in
obtaining franchise renewals; the failure of new equipment (such as digital set-top boxes) or services (such as high-
speed on-line services or telephony over cable or video on demand) to function properly, to appeal to enough
consumers or to be available at reasonable prices and to be delivered in a timely fashion; and greater than expected
increases in programming or other costs.
· For Time Warner's cable programming and television businesses, greater than expected programming or production
costs; public and cable operator resistance to price increases (and the negative impact on premium programmers of
increases in basic cable rates); increased regulation of distribution agreements; the sensitivity of advertising to
economic cyclica1ity; and greater than expected fragmentation of consumer viewership due to an increased number
of programming services or the increased popularity of alternatives to television.
· For Time Warner's film and television businesses, their ability to continue to attract and select desirable talent and
scripts at manageable costs; increases in production costs generally; fragmentation of consumer leisure and
entertainment time (and its possible negative effects on the broadcast and cable networks, which are significant
customers of these businesses); continued popularity of merchandising; and the uncertain impact of technological
developments such as DVO and the Internet
· For Time Warner's music business, its ability to continue to attract and select desirable talent at manageable costs;
the timely completion of albums by major artists; the popular demand for particular artists and albums; its ability
to continue to enforce and capitalize on its intellectual property rights in digital environments; and the overall
strength of global music sales.
· For Time Warner's print media and publishing businesses, increases in paper and distribution costs; the introduction
and increased popularity of alternative technologies for the provision of news and information, such as the Internet;
and fluctuations in advertiser and consumer spending.
· For Time Warner's digital media businesses, their ability to develop products and services that are attractive,
accessible and commercially viable in terms of content, technology and cost, their ability to manage costs and
generate revenues, aggressive competition from existing and developing technologies and products, the resolution
of issues concerning commercial activities via the Internet, including security, reliability, cost, ease of use and
access, and the possibility of increased government regulation of new media services.
· The ability of the Company and its key service providers, vendors, suppliers, customers and governmental entities
to replace, modify or upgrade computer systems in ways that adequately address the Year 2000 issue, including their
15
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDlTION~Continued)
ability to identify and correct all relevant computer codes and embedded chips, unanticipated difficulties or delays
in the implementation of the Company's remediation plans and the ability of third parties to address adequately their
own Year 2000 issues.
In addition, Time Warner's overall fmancial strategy, including growth in operations, maintaining its fmancial
ratios and strengthened balance sheet, could be adversely affected by increased interest rates, failure to meet earnings
expectations, significant acquisitions or other transactions, consequences of the euro conversion and changes in Time
Warner's plans, strategies and intentions.
16
TIME WARNER INe.
CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
Current assets
Cash and equivalents .... ............................................................................. ...... ......
Receivables, less allowances of $ 1.385, $1.514 and $1.007 billion......................
Inventories .. ..... .... ...... ...... .... ..... ...... ..... ....... .... .... ...... ... ........... ....... ... .... ... ...... ........
Prepaid expenses .............. .... .............. .............. ....... ............. ...... .... ....... .... ............
Total current assets ......... ........... ..... ............. ............. ............ .......... .......................
Noncurrent inventories.... .......... ......... ........ ...... ... .......... ............. ............... ... .........
Investment in and amounts due to and from Entertainment Group........................
Other investments ........... ........ ..... ............ ........ .... ...... ................ .... .... ........... .........
Property, plant and equipment ...............................................................................
Music catalogues, contracts and copyrights...........................................................
Cable television and sports franchises ...................................................................
Goodwill..................................................... ............. ..............................................
Other assets.................................................... ........................................................
Total assets ....................... .................. ......................... ..........................................
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable.... ............ ...... .................. .......... ...... .................... ....... .......... ......
Participations, royalties and programming costs payable ......................................
Debt due within one year .......................................................................................
Other current liabilities ... .......... ...... ...... ...... ..... ....... ..... ................. ....... .... ..............
Total current liabilities...........................................................................................
Long-term debt .....................................................................................................
Borrowings against future stock option proceeds ..................................................
Deferred income taxes .... ................ ... .... ........ ............................................. .... .......
Unearned portion of paid subscriptions ................................... ......... ........ ......... ....
Other liabilities.................................................................................. ....................
Minority interests.......................................................................... .........................
Mandatorily redeemable preferred securities of subsidiaries holding
solely notes and debentures of subsidiaries of the Company.............................
Shareholders' equity
Preferred stock, $.10 par value, 8.4,22.6 and 22.6 million shares outstanding,
$.840, $2.260 and $2.260 billion liquidation preference...................................
Series LMCN-V common stock, $.01 par value, 114.1 million shares
outstanding....................................................................................................... .
Common stock, $.01 par value, 1.172, 1.118 and 1.118 billion shares
outstanding....................................................................................................... .
Paid-in capitaL.......................................................................................................
Accumulated deficit...............................................................................................
Total shareholders' equity ......................................................................................
Total liabilities and shareholders' equity................................................................
Seplember 3D, December 31.
1999 1998 1998
Hisloric:al(') Pro Forma(') Hisloric:al(')
(millions, exc:epl per share amounlS)
$ 645 $ 529 $ 442
4,190 4,640 2,885
2,195 2,258 946
1.570 1.342 1.176
8,600 8,769 5,449
3,942 4,219 1,900
4,980
1,702 1,665 794
8,489 8,037 1,991
802 876 876
7,863 6,943 2,868
15,377 15,830 11,919
1.657 1.612 863
$48 432 $47951 $31 640
$ 1,456 $ 1,966 $ 996
2,865 2,714 1,199
26 25 19
4.229 4.365 2.404
8,576 9,070 4,618
17,812 17,503 10,925
1,230 895 895
3,848 3,491 3,491
742 741 741
3,688 3,580 1,543
3,175 3,027
575 792 575
2
2
12 11 11
12,880 13,134 13,134
(4.108) (4.296) (4.296)
8.786 8.852 8.852
$48 432 $47.951 $31.640
(a) The 1999 financial S1atements reflect the consolidation of !he Enler1ainmenl Group, which substantially consists of TWE. retroactive to the
begiMing of 1999. Time Warner's historic:al fmancial S1atements for 1998 have no! been changed; however. in order to enhance comparability,
pro fonna fmanc:ial S1atemenlS for 1998 reflec:tjng !he consolidation of the Enler1ainmenl Group are presenled supplemenlally (NOle 1).
See accompanying notes.
17
TIME WARNER INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
Sentemhe. 30. Sentemhe. 30.
1999 1998 1998 1999 1998 1998
Historical(') Pro FormaCI) Historical(l) ~('l Pro FormaCI) Historical(l)
(millions, except per share amouots)
Revenues (b).. ............. .................................. .... ........ $6.723 $6.593 $3.578 $19.345 $18.977 $10.387
Cost of revenues (b)( c) ............................................. (4,007) (4,064) (2,052) (11,404) (11,710) (6,016)
Selling, general and administrative (b)( c)................. (1,906) (1,788) (1,211) (5,473) (5,264) (3,502)
Gain on sale or exchange of cable systems and
investInents (b).......... ................... .......... .............. 477 6 1,248 90
Gain on early termination of video distribution
agreement............................................................. - - - --..ill - -
- - -
Business segment operating income ......................... 1,287 747 315 3,931 2,093 869
Equity in pretax income of Entertainment
Group (b) ......... ...................................... .............. 164 437
Interest and other, net (b)(d) ..................................... (490) (508) (311 ) (1,387) (1,410) (877)
Minority interest ... ...................... .............................. (59) (53) - (358) (200) -
Corporate expenses (b) ............................................. ~ ~ -.aID -illQ) ...ill.f) -ill)
Income before income taxes ..................................... 698 148 148 2,066 371 371
Income tax provision ................................................ -1ill) (09) (09) .l2.W .lW) (293)
Income before extraordinary item............................ 381 39 39 1,112 78 78
Extraordinary loss on retirement of debt, net of
$9 million income tax benefit in 1999................. --ill) - - ill) - -
- -
Net income ........... ............... ............. ........................ 369 39 39 1,100 78 78
Preferred dividend requirements .............................. -L2) ~) ~) ~) (236) (236)
Net income (loss) applicable to common shares....... ~ um ~ ~ twID LWID
Income (loss) per common share before
extraordinary item:
Basic....................... .............................................
Diluted................................................................ .
~ $ (0 03) $ (003) ~ ~ ~
$.28 $ (0.03) ~ $.82 ~ ~
L2.8 $ (0 03) ~ $ .84 ~ ~
Ul $ (0.03) $ (0.03) Ul KQ.U) ~
Net income (loss) per common share:
Basic................................................................... .
Diluted.................................................... ...... .......
Average common shares:
Basic .... ................................................................ ~
Diluted ........... ................................... ................... ~
~
~
~~
~~
~
~
~
~
(a) The 1999 financial statements reflect the consolidation of the Entertainment Group, which substantially consists of TWE, retroactive to the
beginning of 1999. Time Warner's historical financial statements for 1998 have not been changed; however, in order to enhance comparability,
pro fanna financial statements for 1998 reflecting the consolidation of the Entertainment Group are presented supplementally (Note I).
(b) Includes the following income (expenses) resulting from transactions with related companies and, for 1998 historical purposes only, the
Entertainment Group:
Revenues .........................................................................
Cost of revenues ............... ...............................................
Selling, general and administrative ..................................
Gain on sale or exchange of cable systems and investments
Equity in pretax income of Entertainment Group.............
Interest and other, net ......................................................
Corporate expenses..........................................................
$109
(SO)
(6)
427
$118
(34)
(7)
$120
(70)
(8)
$376
(151)
(17)
427
$357
(87)
(18)
$334
(207)
(28)
2
2
72
(2)
18
10
52
(8)
54
(c) Includes depreciation and amortization expense of: .............
$641
5658
$295
$1,853
$1,984
$884
(d) Includes an approximate $115 million pretax gain recognized in the second quarter of 1999 in COlUlection with the initial public offering of a 20010
interest in Time Warner Telecom Inc.
See accompanying notes.
18
TIME WARNER INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
OPERATIONS
Net income .... .............. ........ .... ............................................ ........ .......... .... ............
Adjustments for noncash and nonoperating items:
Extraor~ loss on r~tir~ent of debt ...............................................................
DepreCiation and amortIZation...............................................................................
Noncash interest expense... ......... ...... ...... ......... ... ........ ........ .... ......... .... ............. .....
Excess of distributions over equity in pretax income of
Entertainment Group ....... .... ........ .......... ................ ............ ....... ................... ......
Changes in operating assets and liabilities.............................................................
Cash provided by operations .................................................................................
INVESTING ACTIVITIES
Consolidation of the ~t~t Group's cash and equivalents........................
Investments and acqUISitions ..................... ...................... .... ............... ...................
Capital expenditures..............................................................................................
Investment proceeds ..............................................................................................
Proceeds received from distnbution ofTWE Senior Capital................................
Cash provided (used) by investing activities .........................................................
FINANCING ACTIVITIES
Borrowings.......................................................................... ..................................
Debt repayments ........................... ...... ..... ............ ......................................... .........
Borrowings against future stock option proceeds ..................................................
Repayments of borrowings against future stock option proceeds ..........................
Redemption of mandatorily redeemable preferred securities of subsidiary...... .....
Repurchases ofTiIne Warner common stock.........................................................
Dividends paid................................................... ........ ............................................
Proceeds received from stock option and dividend reinvestment plans.................
Other............................................................................... .......................................
Cash used by financing activities...........................................................................
INCREASE (DECREASE) IN CASH AND EQUIVALENTS..........................
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD.........................
CASH AND EQUIVALENTS AT END OF PERIOD .......................................
Nine Months Ended SeDtember 30.
1999 1998 1998
Historical") Pro Forma") Historical")
(millions)
$1, 100 $ 78
12
1,853 1,984
3 29
(I 66) (247)
2.802 1.844
87
(423) (421)
(1,532) (1,440)
476 939
- -
-
(1.392) (922)
$ 78
884
29
168
-22
1.194
(86)
(348)
458
455
479
(a) The 1999 financial S1atements reflect the c:onsoIidation of the Enla1ainmcnl Group, which substantially consists of TWE, retroactive to the
beginning of 1999. Tunc Warner's histaic:a1 fmancial s1atmlcnlS for 1998 have not been changa1; however. in order to enhance comparability,
pro fanna ftnancial S1atements for 1998 reflecting the consolidation of the Enter1ainmcnt Group are presented supplemcntally (Note 1).
See accompanying notes.
19
TIME WARNER INe.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited)
Nine Months
Ended Sentember 30.
1999 1998
Historical Historical
(millions)
BALANCE AT BEGINNING OF PERIOD............................................................................ $8,852
Net income ... ... ......... ...... ... ............. .......... ............. ... ....... ...... ..... ... .......... ............ ... ............ .... ....
Other comprehensive income (loss) ...........................................................................................
Cumulative effect of change in accounting for derivative instIUments, net of
$3 Dlillion tax benefit.... ................................. ........................................................................
1,100
(40)
Comprehensive income (loss ia) ........................................... ................................ ............. .......... 1,060
Common stock dividends ................................................... ................... ................................ .....
Preferred stock dividends................................ ...........................................................................
Repurchases of Time Warner common stock............... ......... ................................... ... ... .......... ...
Issuance of common stock in connection with the conversion of the
zero-coupon convertible notes due 2013 ...............................................................................
Other, principally shares issued pursuant to stock option, dividend
reinvestment and benefit plans................. ..............................................................................
(170)
(45)
(1,636)
725
BALANCE AT END OF PERIOD .......................................................................................... ~
$9,356
78
(59)
ill)
(161)
(236)
(1,944)
1,150
974
~
(a) Comprehensive income (loss) for the three months ended September 30, 1999 and 1998 was $339 million and $(16) million, respectively.
Comprehensive: loss for the three-month period ended September 30,1998 includes an $18 million cumulative: effect ofa change in accounting
for derivative instruments that occUTTCd during the period.
See accompanying notes.
20
TIME WARNER INe.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. DESCRIPTION OF. BUSINESS AND BASIS OF PRESENTATION
Description of Business
Time Warner Inc. ("Time Warner" or the "Company") is the world's largest media and entertainment company.
Time Warner's principal business objective is to create and dis1nbute branded infonnation and entertainment copyrights
throughout the world. Time Warner classifies its business interests into five fundamental areas: Cable Networks,
consisting principally of interests in cable television programming; Publishing, consisting principally of interests in
magazine publishing, book publishing and direct marketing; Music, consisting principally of interests in recorded nmsic
and music publishing; Filmed Entertainment, consisting principally of interests in filmed entertainment, television
production and television broadcasting; and Cable, consisting principally of interests in cable television systems.
Each of the business interests within Cable Networks, Publishing, Music, Filmed Entertainment and Cable is
important to management's objective of increasing shareholder value through the creation, extension and distribution of
recognizable brands and copyrights throughout the world. Such brands and copyrights include (1) leading cable television
networks, such as HBO, Cinemax, CNN, TNT and lBS Supcrstation, (2) magazine franchises such as lime. People and
Sports R/ustrated and direct marketing brands such as Time Life Inc. and Book-of-the-Month Club, (3) copyrighted
music from many of the world's leading recording artists that is produced and distributed by a family of established
record labels such as Warner Bros. Records, Atlantic Records, Elektra Entertainment and Warner Music International,
(4) the unique and extensive film, television and animation libraries ofWamer Bros. and Turner Broadcasting System,
Inc. ("TBS"), and trademarks such as the Looney Tunes characters, Batman and The Flintstones, (5) The WB Network,
a national broadcasting network launched in 1995 as an extension of the Warner Bros. brand and as an additional
dis1nbution outlet for the Company's collection of children's cartoons and television programming, and (6) Time Warner
Cable, currently the largest operator of cable television systems in the U.S.
Financial information for Time Warner's various business segments are presented herein as an indication of
financial performance (Note 8). Except for start-up losses incurred in connection with The WB Network, Time Warner's
principal business segments generate significant operating income and cash flow from operations. The cash flow from
operations generated by such business segments is considerably greater than their operating income due to significant
amounts of noncash amortization of intangIble assets recognjzed in various acquisitions accounted for by the purchase
method of accounting. Noncash amortization of in1angible assets recorded by TIlDe Warner's business segments amounted
to $321 million and $335 million for the three months ended September 30, 1999 and 1998, respectively, and $948
million and $1.001 billion in the nine months ended September 30,1999 and 1998, respectively.
Basis of Presentation
Consolidation ofTWE
A majority of Time Warner's interests in filmed entertainment, television production, television broadcasting
and cable television systems, and a portion of its interests in cable television programming are held through Time Warner
Entertainment Company, L.P. ("1WE"). Time Warner owns general and limited partnership interests in TWE consisting
of74.49<<'1o of the pro rata priority capital ("Series A Capital") and residual equity capital ("Residual Capital"), and 100%
of the junior priority capital ("Series B Capital"). The remaining 25.51 % limited partnership interests in the Series A
Capital and Residual Capital ofTWE are held by a subsidiary of MediaOne Group, Inc. ("MediaOne").
Since 1993, Time Warner historically had not consolidated TWE and certain related companies (the
"Entertainment Group") for financial reporting purposes because MediaOne had rights that allowed it to participate in
the management ofTWE's businesses. However, in August 1999, TWE received a notice from MediaOne concerning
21
TIME WARNER INe.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Unaudited)
the termination of its covenant not to compete with TWE. The termination of that covenant is necessary for MediaOne
to complete its proposed merger with AT&T Corp. ("AT&T"). As a result of the termination notice and the operation
of the TWE partnership agreement, MediaOne's rights to participate in the management ofTWE's businesses terminated
immediately and irrevocably. MediaOne retains only certain protective governance rights pertaining to certain limited
matters affecting TWE as a whole.
Because of this significant reduction in MediaOne's rights, Time Warner's 1999 financial statements reflect the
consolidation of the Entertainment Group, which substantially consists ofTWE, retroactive to the beginning of 1999.
Time Warner's historical financial statements for 1998 have not been changed, but are no longer comparable to 1999
because the Entertainment Group was reflected on an unconsolidated basis using the equity method of accounting.
Accordingly, in order to enhance comparability, pro forma financial statements for 1998 reflecting the consolidation of
the Entertainment Group are presented supplementally.
1998 Stock Split
Per conunon share and average common share amounts for all prior periods have been restated to give effect
to a two-for-one CODmlon stock split that occurred on December 15, 1998.
Reclassifications
Certain reclassifications have been made to the prior year's financial statements to conform to the 1999
presentation.
Interim Financial Statements
The accompanying consolidated financial statements are unaudited but, in the opinion of management, contain
all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the financial
position and the results of operations and cash flows for the periods presented in conformity with generally accepted
accounting principles applicable to interim periods. The accompanying consolidated financial statements should be read
in conjunction with the audited consolidated financial statements of Time Warner included in its Annual Report on Form
10-K for the year ended December 31, 1998, as amended (the "1998 Form 100K").
2. CABLE TRANSACTIONS
Time Warner's operating results have been affected by a number of significant cable-related transactions that
occurred in each period.
Gain on Sale or Exchange of Cable Television Systems and Investments
In 1999 and 1998, largely in an effort to enhance their geographic clustering of cable television properties, Time
Warner, largely through TWE, sold or exchanged various cable television systems and investments. The 1999
transactions included a large exchange of cable television systems serving approximately 575,000 subscribers for other
cable television systems of comparable size owned by TCI Communications, Inc., a subsidiary of AT&T Corp., and a
large exchange of cable television systems serving approximately 310,000 subscribers for other cable television systems
of comparable size owned by MediaOne. As a result of these transactions, the operating results of Time Warner include
net pretax gains for the third quarter of $477 million in 1999 and $6 million in 1998 on a pro forma basis. Net pretax
gains for the fll'st nine months of the year amounted to $1.248 billion in 1999 and $90 million in 1998 on a pro forma
basis. There were no gains included in the operating results of Time Warner on a historical basis for 1998.
22
TIME WARNER INe.
NOTES TO CONSOLIDATED FINANCIAL STATEMENT~Continued)
(Unaudited)
Gain on Time Warner Telecom's Initial Public Offering
In May 1999, Time Warner Telecom, a competitive local exchange carrier that provides telephony services to
businesses, completed an initial public offering of 20% of its common stock (the "Time Warner Telecom IPO"). Time
Warner Telecom raised net proceeds of approximately $270 million. Approximately $180 million of these proceeds were
used to pay obligations owed to Time Warner and TWE. In turn, Time Warner and TWE used those proceeds principa}}y
to reduce bank debt. In connection with the Time Warner Telecom IPO and certain related transactions, Time Warner's
ownership interest in Time Warner Telecom was diluted from 61.98% to 48.21 %. As a result, Time Warner recognized
a pretax gain of approximately $115 million ($.05 per basic common share after taxes). This gain has been included in
interest and other, net, in Time Warner's 1999 consolidated statement of operations.
Primestar
Time Warner and TWE own an approximate 24% equity interest in Primestar. In January 1999, Primestar, an
indirect wholly owned subsidiary of Primestar and the stockholders of Primestar entered into an agreement to sell
Primestar's medium-power direct broadcast satellite business and assets to DirecTY, a competitor of Primes tar owned
by Hughes Electronics Corp. In addition, a second agreement was entered into with DirecTY, pursuant to which DirecTV
agreed to purchase Primestar's rights with respect to the use or acquisition of certain high-power satellites from a wholly
owned subsidiary of one of the stockholders of Primestar. In April 1999, Primestar closed on the sale of its medium-
power direct broadcast satellite business to DirecTY. Then, in June 1999, Primestar completed the sale of its high-power
satellite rights to DirecTV.
As a result of those transactions, Primestar began to substantially wind down its operations during the. first
quarter of 1999. Time Warner recognized its share of Primestar's 1999 losses under the equity method of accounting.
Such losses are included in interest and other, net As of September 30,1999, Primestar has substantially completed the
wind down of its operations. As such, future wind-down losses are not expected to be material to Time Warner's
operating results.
3. GAIN ON TERMINATION OF MGM VIDEO DISTRIBUTION AGREEMENT
In March 1999, Warner Bros. and Metro-Goldwyn-Mayer, Inc. ("MGM") terminated a long-term distnbution
agreement under which Warner Bros. had exclusive worldwide distnbution rights for MGM/United Artists home video
product In connection with the early tf'!I'min2tion and settlement of this distribution agreement, Warner Bros. recognized
a net pretax gain of approximately $215 million ($.10 per basic common share), which has been included in operating
income in the accompanying consolidated statement of operations.
23
TIME WARNER INe.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Unaudited)
4. INVENTORIES
Inventories consist of:
SeDtember 30.1999
Historical
~ Noncurrent
December 31. 1998
Pro Forma
~ Noncurrent
(millions)
December 31. 1998
Historical
Current Noncurrent
Film costs:
Released, less amortization................... $ 682 $ 932 $ 665 $1,051 $ 51 . $ 308
Completed and not released.................. 194 64 199 76 20
In process and other .............................. 36 746 24 912 2 240
Library, less amortization ..................... 1,486 1,567 1,007
Programming costs, less amortization ....... 742 714 883 613 457 345
Magazines, books, recorded music and
merchandise ....... ...... ......... ..... ..... .......... .....ID. - 487 - 416 -
- - -
Total................ ........... ... ... ....... ....... ..... ..... ~ ~ ~ ~ 12Mi ~
s. INVESTMENT IN ENTERTAINMENT GROUP
Time Warner's investment in the Entertainment Group consists substantially of its investment in TWE. TWE
is a Delaware limited partnership that was capitalized in 1992 to own and operate substantially all of the Filmed
Entertainment-Warner Bros., Cable Networks-HBO and Cable businesses previously owned by subsidiaries of Time
Warner. Time Warner, through its wholly owned subsidiaries, collectively owns general and limited partnership interests
in TWE consisting of 74.49% of the Series A Capital and Residual Capital, and 100% of the Series B Capital. The
remaining 25.51% limited partnership interests in the Series A Capital and Residual Capital of TWE are held by
MediaOne. Certain Time Warner subsidiaries are the general partners ofTWE (the "Time Warner General Partners").
The TWE partnership agreement provides for special allocations of income, loss and distributions of partnership
capital, including priority distnbutions in the event of liquidation. TWE reported net income of $1.640 billion and $435
million for the nine months ended September 30, 1999 and 1998, respectively. Because of the priority rights over
allocations of income and distributions ofTWE held by the Time Warner General Partners, all ofTWE's income was
allocated to Time Warner and none was allocated to MediaOne.
In addition, the assets and cash flows ofTWE are restricted by the TWE partnership and credit agreements. As
such, they are unavailable for use by the partners except through the payment of certain fees, reimbursements, cash
distributions and loans, which are subject to limitations. TWE had $6.3 billion of net assets at September 30, 1999.
Pursuant to the TWE partnership agreement, TWE makes certain cash distributions to its partners. During the
nine months ended September 30, 1999, the Time Warner General Partners received distributions from TWE in the
amount of $1.116 billion, consisting of $627 million of senior capital distributions (representing the return of $454
million of contributed capital and the distnbution of $173 million of priority capital return), $316 million of tax-related
distributions and $173 million of stock option related distrIbutions. During the nine months ended September 30, 1998,
the Time Warner General Partners received distributions from TWE in the amount of$1.060 billion, consisting of $579
million of senior capital distributions (representing the return of $455 million of contrIbuted capital and the distribution
of $124 million of priority capital return), $264 million of tax-related distributions and $217 million of stock option
related distributions.
24
......
TIME WARNER INe.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
6. MANDATORILY REDEEMABLE PREFERRED SECURITIES
REIT Preferred Stock
In February 1997, a newly formed, substantially owned subsidiary ofTWE (the "REIT') issued 250,000 shares
of preferred stock ("REIT Preferred Stock"). The REIT was intended to qualify as a real estate investment trust under
the Internal Revenue Code of 1986, as amended.
In March 1999, the REIT redeemed all of its shares of REIT Preferred Stock at an aggregate cost of $217
million, which approximated net book value. The redemption was funded with borrowings under TWE's bank credit
agreement. Pursuant to its terms, the REIT Preferred Stock was redeemed as a result of proposed changes to federal tax
regulations that substantially increased the likelihood that dividends paid by the REIT or interest paid to the REIT under
a mortgage note ofTWE would not be fully deductible for federal income tax purposes.
Preferred Trust Securities
In December 1995, Time Warner Companies, Inc. ("TW Companies"), a wholly owned subsidiary of Time
Warner, issued approximately 23 million Company-obligated mandatorily redeemable preferred securities of a wholly
owned subsidiary ("Preferred Trust Securities") for aggregate gross proceeds of $575 million. The sole assets of the
subsidiary that is the obligor on the Preferred Trust Securities are $592 million principal arnount of sVa% subordinated
debentures of TW Companies due December 31, 2025. Cumulative cash distributions are payable on the Preferred Trust
Securities at an annual rate of sVa%. The Preferred Trust Securities are mandatorily redeemable for cash on December
31,2025, and TW Companies has the right to redeem the Preferred Trust Securities, in whole or in part, on or after
December 31,2000, or in other certain circumstances. IflW Companies elects to redeem these securities, the redemption
amount would be in each case at an amount per Preferred Trust Security equal to $25 per security, plus accrued and
unpaid distributions thereon.
Time Warner has certain obligations relating to the Preferred Trust Securities which amount to a full and
unconditional guaranty (on a subordinated basis) of its subsidiary's obligations with respect thereto.
7. SHAREHOLDERS' EQUITY
Preferred Stock Conversion
In July 1999, Time Warner issued approximately 46 million shares of common stock in connection with the
conversion of all outstanding 11 million shares of its Series D convertible preferred stock. Because holders of Series D
preferred stock were entitled to cash dividends at a preferential rate through July 1999. Time Warner's historical cash
dividend requirements will be reduced, going forward, by approximately $30 million on an annualized basis.
Series LMCN-V Stock Split
In May 1999, Time Warner amended the terms of its Series LMCN- V common stock, which effectively resulted
in a two-for-one stock split and the issuance of approximately 57 million shares of Series LMCN- V common stock. As
a result, each share of Series LMCN- V COIlDDOD stock now is equivalent effectively to one share of common stock instead
of two. Because the equivalent number of shares of common stock did not change, the split did not have any effect on
Time Warner's consolidated financial statements. Shares of Series LMCN-V common stock continue to have limited
voting rights.
25
,....
TIME WARNER INe.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---{Continued)
(Unaudited)
Common Stock Repurchase Program
In January 1999, Time Wamer's Board of Directors authorized a new common stock repurchase program that
allows the Company to repurchase, from time to time, up to $5 billion of common stock. This program is expected to
be completed over a three-year period; however, actual repurchases in any period will be subject to market conditions.
Along with stock option exercise proceeds and borrowings under Time Warner's $1.3 billion stock option proceeds credit
facility, additional funding for this program is expected to be provided by anticipated future free cash flow and financial
capacity.
During the first nine months of 1999, Time Warner acquired 24.3 million shares of its common stock at an
aggregate cost of$1.636 billion. These repurchases increased the cumulative shares purchased under this and its previous
common stock repurchase program begun in 1996 to approximately 119.4 million shares at an aggregate cost of $4.676
billion.
Income (Loss) Per Common Share Before Extraordinary Item
Set forth below is a reconciliation of basic and diluted income (loss) per common share before extraordinary
item for each period.
393
111... Moalbs NID. Moalbs
Ended MntRllber 30 Ended Smrember 10
1998 1998 1999 1998 1998
lm.&Jma"1 HIJW:Isa!'" IIlD2da! l!l!.&I:mI"1 HlaaDsIJ'"
(1DIWaas. ueep. per....... _Db)
$ (37) $ (37) $1,067 $ (158) $ ( 158)
31
- - ~
- - - -
$ (37) $ (37) ~ $ (158) ~)
1,202.6 1,202.6 1,260.5 1,184.0 1,184.0
73.3
- - 66.6 - -
- -
~ ~ ~ ~ ~
1999
IllIWISII
Income (loss) before extraordinary
item - basic ............................... ..... ............ ......
Interest savings, net of tax(2) ...............................
Preferred dividends.. .......... .... .................... .........
Income (loss) before extraordinary
item - diluted................................................... $
$ 372
12
---2
Average number of common shares
outstanding - basic ..........................................
Dilutive effect of stock options...........................
Dilutive effect of convertible preferred shares ...
Average number of common shares
outstanding - diluted .......................................
1,288.9
71.8
~
~
Income (loss) per common share before
extraordinary item:
Basic............................................................ 1..Jl.22
Diluted..................... ................. ....... ............ ~
$ (0.03) $ (0.03)
$ (0.03) $ (0 03)
$ 0.85 $ (0.13) $ (0.13)
$....JL82 $ (0 13) L.LQ.U)
(I) 1998 basic and diluted income (loss) per common share before extnlordinary item are the same because the effect ofTime Warner's stock options
and convertible preferred stock was antidilutive.
(2) Reflects the Rquired use of a portion of the proceeds from the fulllre exercise of employee stock options to repay all outstanding borrowings under
Time Warner's stock option proceeds credit facility.
8. SEGMENT INFORMATION
Time Warner classifies its business interests into five fundamental areas: Cable Networks, consisting principally
of interests in cable television programming; Publishing, consisting principally of interests in magazine publishing, book
publishing and direct marketing; Music, consisting principally of interests in recorded music and music publishing;
Filmed Entertainment, consisting principally of interests in fUmed entertainment, television production and television
broadcasting; and Cable, consisting principally of interests in cable television systems.
26
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENT~Continued)
(Unaudited)
Information as to the operations of Time Warner in different business segments is set forth below based on the
nature of the products and services offered. Time Warner evaluates performance based on several factors, of which the
primary fmancial measure is business segment operating income before noncash amortization of intangible assets
("EBITA "). As a result of the consolidation of the Entertainment Group in 1999, Time Warner's and the Entertainment
Group's business segments have been combined. Accordingly, segment information for 1998 has been restated in order
to conform to the new presentation.
The operating results of Time Warner's Cable segment reflect (i) the transfer of Time Warner Cabte's direct
broadcast satellite operations to Primestar, a separate holding company, effective as of April 1, 1998, (ii) the formation
of the Road Runner joint venture to operate and expand Time Warner Cable's and MediaOne's existing high-speed online
businesses, effective as of June 30, 1998, (iii) the reorganization of Time Warner Cable's business telephony operations
into a separate entity now named Time Warner Telecom Inc., effective as of July 1, 1998 and (iv) the formation ofajoint
venture in Texas that owns cable television systems serving approximately 1.1 million subscribers, effective as of
December 31,1998. These transactions are all more fully described in Time Warner's 1998 Form lO-K.
Revenues
Cable Networks ..... ........... ........... ............... ... ... ...... ..... ........................ .....
Publishing......................................................................... ........................
Music....................................................................................................... .
Filmed Entertainment .... ........... ................... .... .... ....... ..... ............ .............
Broadcasting-The WB Network ...............................................................
Cable .......... .... ...... ......... .... ..................... .... ......... ..... .......... .... .......... ..... ...
Intersegtnent elimination. ... .............. ......... ........ ..... ... ................... ....... .....
Three Months Nine Montbs
Ended Seotember 30. Ended SeDtember 30.
-Am ...!2!! 1999 -1m...
(millions)
$1,450 $ 1,330 $ 4,425 $ 3,985
1,110 1,076 3,237 3,160
852 938 2,616 2,731
2,208 2,272 5,688 5,790
84 64 246 170
1,342 1,288 3,968 4,015
~ .Jill) (835) (874)
6,723 6,593 19,345 18,977
- 0.015) - (8.590)
-
~ ~ $19 345 $10387
Total business segtnent revenues ..............................................................
Entertainment Group revenues reported on an unconsolidated basis(l) .....
Total consolidated revenues. ........... ............... ...........................................
(I) Represents amounts previously reported for the Entcnainment Group, adjusted by intercompany eliminations and other consolidating adjustments
necessary for Time Warner to reflect the Entcnainment Group on a consolidated basis.
27
TIME WARNER INe.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-{Continued)
(Unaudited)
EBITA(1)
Cable Networks ................................................................ ........................
Publishing.. ..... .............................. ....................... .....................................
Music ......... .............. ............ ....... ................ .......... ...................... ..............
Filmed EntertainmentG) ................ ........................ ....................... ..............
Broadcasting-The WB Network ...............................................................
Cablec>) ......, ........... ...... ......... ......... ............. .......... .....................................
Intersegment elimination .............. ............................................ ................
Total business segment EBITA.................................................................
Entertainment Group EBITAreported on an unconsolidated basis(4) ........
Total consolidated EBITA .............................................. ......... ........... ......
Three Months Nine Months
Ended SeDtember 30. EndedSeDtember 30.
-12.22 1998 -12.22 ~
(millions)
$ 328 $ 271 $1,003 $ 844
129 112 419 373
76 99 279 288
228 233 806 497
(24) (17) (95) (78)
894 417 2,477 1,246
-ill.) ...ill) .....liQ) --iZ2)
1,608 1,082 4,879 3,094
- (566) - 0.626)
- -
~ ~ ~ ~
(I) EBITA represents business segment operating income before noncash amortization of intangible assets. After deducting amortization of intan81ble
assets, Time Warner's historical business segment operating income for the third quarter was $1.287 billion in 1999 and $315 million in 1998.
Time Warner's historical business segment operating income for the first nine months of the year was $3.931 billion in 1999 and $869 million
in 1998.
(2) Includes a net pretax gain of approximately $215 million recognized in the first quarter of 1999 in connection with the early termination and
settlement of a long-term home video disaibution agreement.
(3) Includes net pretax gains relating to the sale or exchange of certain cable television systems and investments of $477 million in the third quarter
of 1999 and $6 million in the third quarter of 1998. Similarly, nine month results include net pretax gains of $1.248 billion in 1999 and $90
million in 1998.
(4) Represents amounts previously reported for the Entertainment Group. adjusted by intercompany eliminations and other consolidating adjustments
necessary for Time Warner to reflect the Entertainment Group on a consolidated basis.
Depreciation of Property, Plant and Equipment
Cable Networks.. ... ..... .... .... ...... ..... ............ ................. ......... .......... ...........
Publishing. ..... ..... ... ...... .... .... ... ... .... ... ....... .... ... ..... .... ... ...... ....... ......... ........
Music ........................................................................................................
Fillned Entertainment .... ... ....... ....... ......... .... ..... ... ............. ....... ......... ........
Broadcasting-The WB Network ...............................................................
Cable ........................................................................................................
Total business segment depreciation.........................................................
Entertainment Group depreciation reported on an unconsolidated
basis(1) .. ....... ...... ... .... ......... .......................... ...... ... ..... ..... .......................
Total consolidated depreciation.. ...... ...... ........ ...... ................... .................
Three Months Nine Months
Ended SeDtember 30. Ended SeDtember 30.
~ 1998 ...!2!2 ~
(millions)
$ 33 $ 31 $ 96 $ 88
19 20 57 58
19 16 54 54
46 49 114 130
1 1 1
203 206 583 652
320 323 905 983
- (229) - (698)
-
1..3.2.Q $ 94 $W 1..2.8.5.
(I) Represents amounts previously reported for the Entenainment Group, adjusted by intercompany eliminations and other consolidating adjustments
necessary for Time Warner to reflect the Entertainment Group on a consolidated basis.
28
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENT~Continued)
(Unaudited)
Amortization of Intangible Assets(l)
Cable Networks .............................................................. ..........................
Publishing................................................................................................ .
Music .......... ..............................................................................................
Filmed Entertainment........................................... ................... .................
Broadcasting-The WB Network ...............................................................
Cable ........................................................................................................
Total business segment amortization ........................................................
Entertainment Group amortization reported on an unconsolidated
basistzl ...................................................................................................
Total consolidated amortization...... .... .... ............. ................................ .....
Three Months Nine Months
Ended SeDtember 30. Ended SeDtember 30.
~ 1998 ~ 1998
(millions)
$ 51 $ 50 $152 $ 150
11 10 31 27
65 69 202 208
51 58 151 166
1 3 2
142 148 409 448
321 335 948 1,001
- 034 ) - (402)
- -
mJ. UUl ~ U22
( I ) Amortization includes amortization relating to all business combinations ac:counted for by the purchase method. including the $14 billion acquisition
of Warner Conununications Inc. in 1989, the $6.2 billion acquisition of Turner Broadcasting System, Inc. in 1996 and the $2.3 billion of cable
acquisitions in 1996 and 1995.
(2) Represents amounts previously reported for the En1er1ainment Group, adjusted by intercompany eliminations and other consolidating adjustments
necessary for Time Warner to reflect the Entenainmenl Group on a consolidated basis.
9. COMMITMENTS AND CONTINGENCIES
Time Warner is subject to numerous legal proceedings. In management's opinion and considering established
reserves, the resolution of these matters will not have a material effect, individually and in the aggregate, on Time
Warner's consolidated financial statements.
10. ADDmONAL FINANCIAL INFORMATION
Additional fmancial information with respect to cash flows is as follows:
Interest expense ........................................................................ .............................
Cash payments made for interest ...........................................................................
Cash payments made for income taxes ..................................................................
Income tax refunds received ........ ................. ................... .......................... ............
Nine Months Ended SeDtember 30.
1999 1998 1998
Historical Pro Forma Historical
(millions)
$1,082
1,122
251
51
$1,116
1,137
304
43
$669
708
191
48
Noncash investing activities include the exchange of certain cable television systems in 1999 and 1998 (see Note
2). Noncash investing activities in the first six months of 1998 also included the transfer of cable television systems (or
interests therein) serving approximately 650,000 subscribers that were formerly owned by subsidiaries of Time Warner
to the TWE-AdvancelNewhouse Partnership, subject to approximately $1 billion of debt, in exchange for common and
preferred partnership interests therein, as well as certain related transactions (collectively, the "TWE-A/N Transfers").
For a more comprehensive description of the TWE-A/N Transfers, see Time Warner's 1998 Form lO-K.
29
TIME WARNER INe.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
(unaudited)
Time Warner Companies, Inc. ("TW Companies") and Turner Broadcasting System, Inc. ("TBS" and, together
with TW Companies, the "Guarantor Subsidiaries") are wholly owned subsidiaries of Time Warner Inc. ("Time Warner").
Time Warner, TW Companies and TBS have fully and unconditionally guaranteed all of the outstanding publicly traded
indebtedness of each other. Set forth below are condensed consolidating fInancial statements of Time Warner, including
each of the Guarantor Subsidiaries, presented for the information of each company's public debtholders. Separate
fInancial statements and other disclosures relating to the Guarantor Subsidiaries have not been presented because
management has determined that this information would not be material to such debtholders. The following condensed
consolidating financial statements present the results of operations, financial position and cash flows of (i) Time Warner,
TW Companies and TBS (in each case, reflecting investments in its consolidated subsidiaries under the equity method
of accounting), (ii) the direct and indirect non-guarantor subsidiaries of Time Warner and (iii) the eliminations necessary
to arrive at the information for Time Warner on a consolidated basis. These condensed consolidating financial statements
should be read in conjunction with the accompanying consolidated fmancial statements of Time Warner.
Consolidating Statement of Operations
For The Three Months Ended September 30,1999
Non- TIme
TIme TW Guarantor Elimina- Warner
~ Comoanies TBS Subsidiaries !i2!!! Consolidated
(millions)
Revenues ..................................................... L L.: $200 $6.586 U2J) $6.723
Cost of revenues (1 )...................................... (88) (3,991) 72 (4,007)
Selling, general and administrative (1) ......... (50) (1,856) (1,906)
Gain on sale or exchange of cable systems
and investments ........................................ - - - 477 477
- - - -
Operating expenses...................... ...... ........... - - (138) (5.370) ....11 (5.436)
- -
Business segment operating income ............. 62 1,216 9 1,287
Equity in pretax income of consolidated
subsidiaries............................. ..... ............. 782 869 81 (1,732)
Interest and other, net ................................... (63) (158) (39) (203) (27) (490)
Minority interest ........................................... (59) (59)
Corporate expenses... .... ............. ............... .... ill) -ill) ~) -ill) -M -HQ)
Income before income taxes ......................... 698 697 100 919 (1,716) 698
Income tax provision .................................... (317) (305) ~) (386) 748 (317)
Income before extraordinary item................ 381 392 43 533 (968) 381
Extraordinary loss on retirement of debt,
net of$9 million income tax benefit......... ..ill) .J.11) - - -.ll .J.11)
- -
Net income ................................................... S322 D.8.Q ill $ 533 ~ $ 369
(1) Includes depreciation and amortization
expense of: ........................................................... $ - $ - L..2 ~ UlQ) l..M1.
30
TIME WARNER INe.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENT~Continued)
(unaudited)
Consolidating Statement of Operations
For The Three Months Ended September 30, 1998
Non- Time
Time TW Guarantor Elimina- Warner
Warner Comnanies TBS Subsidiaries !i!w Consolidated
(millions)
Revenues ...................................................... L: L.: $176 $3.418 lilQ) $3.578
Cost of revenues (1)...................................... (83) (1,985) 16 (2,052)
Selling, general and administrative (1) ......... - - ..ill) (1.166) - L!.J.lD
- - -
Operating expenses ........ ...... ............... ..... ..... - - (128) (3.151) ..l2 (3.263)
- -
Business segment operating income ............. 48 267 315
Equity in pretax income of consolidated
subsidiaries .... ......... ......... ......... .... ....... ..... 203 335 87 (625)
Equity in pretax income of Entertainment
Group ...................................................... 196 (32) 164
Interest and other, net ................................... (35) (183) (37) (40) (16) (311 )
Corporate expenses................ ... ..... .... ........... (20) ...!W ~) -ill) ~ ..ill)
Income before income taxes ......................... 148 138 95 408 (641) 148
Income tax provision .................................... (109) (102) ~) (232) 388 (109)
Net income ................................................... U2 ~ Ul $176 ~ L.J2
(I) Includes depreciation and amortization
expense of: ........................................................... L
L
1......2
S22J
1-:
~
31
TIME WARNER INe.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENT~Continued)
(unaudited)
Consolidating Statement of Operations
For The Nine Months Ended September 30, 1999
Non- Time
TIme TW Guarantor Elimina- Warner
~ ComDanies TBS Subsidiaries tions Consolidated
(millions)
Revenues ..................................................... ~ L-= ~ $18.766 Lill) $19.345
Cost of revenues (1)...................................... (288) (11,163) 47 (11,404)
Selling, general and administrative (1) ......... ( 154) (5,319) (5,473)
Gain on sale or exchange of cable systems
and investments ........................................ 1,248 1,248
Gain on early termination of video
distribution agreement...... ......... ..... .......... - - - -ID - -ID
- - - -
Operating expenses... ... .... .... ........ ........ ... ...... - - (442) 05.019) --11 05.414)
- -
Business segment operating income ............. 184 3,747 3,931
Equity in pretax income of consolidated
subsidiaries ............ .... ......... ....... .......... ..... 2,316 2,505 315 (5,136)
Interest and other, net ................................... ( 185) (504) (108) (528) (62) (1,387)
Minority interest ........................................... (358) (358)
Corporate expenses...... ...... .... .... ................... ...ID.) .....ill) -ill) ..l!m.) ~ --illQ)
Income before income taxes ......................... 2,066 1,959 379 2,758 (5,096) 2,066
Income tax provision .................................... (954) (892) (202) ll.D.!') 2.325 (954)
Income before extraordinary item................. 1,112 1,067 177 1,527 (2,771) 1,112
Extraordinary loss on retirement of debt,
net of tax...... ...... ....... .... ... ..... ........ ............ .....ill) -ill) - - --1l ~)
- -
Net income ................................................... ~ ~ LID 1J.m $(2.759) ~
(1 ) Includes depreciation and amortization
expense of:............................................................ ~
~
Ll
u..M6
$ -
$1853
32
TIME WARNER INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENT~Continued)
(unaudited)
Consolidating Statement of Operations
For The Nine Months Ended September 30, 1998
Non- Time
Time TW Guarantor Elimina- Warner
Warner ComDanies TBS Subsidiaries tions Consolidated
(millions)
Revenues ..................................................... 1....= L..: $542 $9.861 UlQ) $10.387
Cost of revenues (1 )...................................... (244) (5,788) 16 (6,016)
Selling, general and administrative (1) ......... - - (42) 0.360) - (3.502)
- - -
Operating expenses.. ...... ..... ... ... .... ........ ... ..... - - (386) (9.148) ~ (9.518)
- -
Business segment operating income ............. 156 713 869
Equity in pretax income of consolidated
subsidiaries ....... ............................. ........... 486 949 165 (1,600)
Equity in pretax income of Entertainment
Group ...................................................... 492 (55) 437
Interest and other, net ................................... (57) (570) (121 ) (91) (38) (877)
Corporate expenses.. .............................. ....... (58) .HID -D.!) ..1W ......!l1. ~)
Income before income taxes ......................... 371 339 189 1,068 (1,596) 371
Income tax provision .................................... (293) (237) (27) (599) 963 (293)
Net income ............. ............ ....... ........ ........... $ 78 1m ~ ~ ~) ~
(1 ) Includes depreciation and amortization
expense of:............................................................ 1.......:
1.=
u
~
L..:
$ 884
33
TIME WARNER INe.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENT~Continued)
(unaudited)
Consolidating Balance Sheet
September 30, 1999
Non- TIme
Time TW Guarantor Elimina- Warner
~ Comoanies m Subsidiaries tions Consolidated
(millions)
ASSETS
Current assets
Cash and equivalents ............................................................. $ -
Receivables, net.. ............ ....................................................... 6
Inventories ....... ................. .....................................................
Prepaid expenses ................................................................... ~
Total current assets ................................................................ 63
Noncurrent inventories. .......... ................... ....... ....... ...... ........
Investments in and amounts due to and from
consolidated subsidiaries.... .............. ..... .............. ..............
Other investments .......... ......... .............. ....... ..........................
Property, plant and equipment ...............................................
Music catalogues, contracts and copyrights...........................
Cable television and sports franchises ...................................
Goodwill. ..... ............... ....... ....... ...... ........ ...............................
Other assets............ ...... ..... ....... ........... .... ........... ...... ... ...........
$ 1 $ 15 $ 629 $ - $ 645
27 92 4,065 4,190
150 2,045 2,195
- - 1.513 - 1.570
- - -
28 257 8,252 8,600
175 3,767 3,942
15,810 15,474
210 8
39
9,361
24
44
1,702
8,489
802
7,863
- 15,377
- 1.657
- (40,645)
2,167 (707)
8,406
802
7,863
- 15,377
~ 1.389
99 104
Total assets ............................................................................$16.221 $15 614 ~ $48 023 $(41 352) $48 432
LIABD..ITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable.......... ..... ......... ... ... ............. ..... ........... ........
Participations, royalties and programming costs
payable.... ....................................................... ...................
Debt due within one year .......................................................
Other current liabilities ..........................................................
Total current liabilities................ ........ ... .................... ............
Long-term debt .......... ............ ...............................................
Debt due to affiliates .............................................................
Borrowings against future stock option proceeds..................
Deferred income taxes ...........................................................
Unearned portion of paid subscriptions.................................
Other liabilities ................... ....... ....... ..... .................. ... ... ........
Minority interests. .............. ............ ................ .................. ......
TW Companies-obligated mandatorily redeemable
preferred securities of subsidiaries holding solely
debentures ofTW Companies ...........................................
$ 25
295
320
1,585
1,230
3,848
Shareholders' equity
Due from Time Warner and subsidiaries ...............................
Other shareholders' equity ..................................................... 8.786
Total shareholders' equity ...................................................... 8.786
$ -
106
106
6,802
3,661
452
(2,293)
7.338
(752) (3,450) 6,495
7.667 22.920 07.925) 8.786
6.915 19.470 (31.430) 8.786
5.045
Total liabilities and shareholders' equity................................$16 221 $15 614 ~ $48023 $(41 352) $48432
34
TIME WARNER INe.
SUPPLEMENTARY INFOR..\1ATlON
CONDENSED CONSOLIDATING FINANCIAL STATEMENT~Continued)
(unaudited)
Consolidating Balance Sheet
December 31, 1998
Non- Time
Time TW Guarantor Elimina- Warner
Warner ComDanies m Subsidiaries tions Consolidated
(millions)
ASSETS
Current assets
Cash and equivalents ............................................................. $ _ $ 66
Receivables, net..................................................................... 10 56
Inventories ......... ................. ........... ........ ........ ............ ..... .......
Prepaid expenses ......................................................................E --..2
Total current assets ................................................................ 27 127
Noncurrent inventories .... ........ ...................... ..... ...................
Investments in and amounts due to and from
consolidated subsidiaries ................. ........ ................ ..........
Investments in and amounts due to and
from Entertainment Group...................... ........... ... ... ..... .....
Other investInents ........ ........... .......... ............ ......... '" .... .... .....
Property, plant and equipment ...............................................
Music catalogues, contracts and copyrights...........................
Cable television and sports franchises ...................................
Goodwill......... .............. ...... ..... .......... .... ............... ... ..............
Other assets............................................................................
15,222 13,745
919
211 15
55
Total assets ............................................................................$15 580 $14.922
~ ...ill
LIABll.ITlES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable. ............... .... ......... ..... .... .............. ..... ..... .....
Participations, royalties and programming costs
payable ...... .... ............ ............................ ............. ...............
Debt due within one year .......................................................
Other current liabilities ................ .......... .... ..... .......................
Total current liabilities. ...... ................ .......................... ..........
Long-term debt ... .......... ........... ...... ................ ................. ......
Debt due to affiliates .............................................................
Borrowings against future stock option proceeds..................
Deferred income taxes ...........................................................
Unearned portion of paid subscriptions.................................
Other liabilities ............ ........... ...... ....... .... ....................... .......
TW Companies-obligated mandatorily redeemable preferred
securities of a subsidiary holding solely subordinated
debentures ofTW Companies ...........................................
Shareholders' equity
Due from Time Warner and subsidiaries ...............................
Other shareholders' equity ..................................................... 8.852
Total shareholders' equity ...................................................... 8.852
$ 20
$
$ 25 $ 351 $ - $ 442
78 2,750 (9) 2,885
131 815 946
- 1.166 -ill) 1.176
-
234 5,082 (21) 5,449
156 1,744 1,900
9,465 - (38,432)
4,169 (108) 4,980
24 1,194 (650) 794
44 1,892 1,991
876 876
2,868 2,868
- 11,919 - 11 ,919
-22 -ill ~) 863
~ $30375 $(39.219) $31 640
(479) (2,317) 5,109
7.487 21.546 (35.369) 8.852
7.008 19.229 (30.260) 8.852
Total liabilities and shareholders' equity................................$15 580 $14.922 ~ $30375 $(39 219) $31 640
35
308
328
229
229
1,584
895
3,491
430
7,346
3,324
(2,313)
6.336
4.023
TIME WARNER INe.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENT~Continued)
( unaudited)
Consolidating Statement of Cash Flows
For The Nine Months Ended September 30, 1999
Non- Time
Time TW Guarantor Elimina- Warner
Warner Comoaaies TBS Subsidiaries !i2!!! Consolidated
( millions)
OPERATIONS
Net income .............. .............................................................. $1,100 $1,055 $ 177 $1,527 $(2,759) $1,100
Adjustments for noncash and nonoperating items:
Extraordinary loss on retirement of debt ............................... 12 12 (12) 12
Depreciation and amortization... ..... ..... ................ .................. 7 1,846 1,853
Noncash interest expense........ ....... ... ......... ...... ...................... 3 3
Excess (deficiency) of distributions over equity. in
pretax income of consolidated subsidiaries ....................... (756) (511) 14 1,253
Changes in operating assets and liabilities............................. 1!Q!) .J.lli) ~ 685 (683) .flM)
Cash provided by operations ................................................. 255 418 272 4.058 (2.201) 2.802
INVESTING ACTIVITIES
Consolidation of the Entertainment Group's cash and
equivalents.. .... ...... ..... .................... .... ..... ...... .... ... ...... ..... ... 87 87
Investments and acquisitions ................................................. (423) (423)
Advances to parents and consolidated subsidiaries ............... (1,153) 1,153
Repayment of advances from consolidated subsidiaries ........ 107 232 (339)
Capital expenditures ............ ...... .............. ...... ............. ...... ..... (9) (1,523) (1,532)
Investment proceeds...... ...... ........ ........ ........ .............. .... ........ - - - 476 - 476
- - - -
Cash provided (used) by investing activities ......................... - . 107 -12) (2.304) 814 0.392)
FINANCING ACTIVITIES
Borrowings ................. .................. .... ............ .............. ..... ...... 1,978 1,149 3,127
Debt repayments.. ........................ ............. ............... .............. (2,567) (244) (2,811 )
Change in due to/from parent ................................................ 922 20 (273) (2,056) 1,387
Borrowings against future stock option proceeds .................. 335 335
Redemption of mandatorily redeemable preferred
securities of subsidiary ...................................................... (217) (217)
Repurchases of Time Warner common stock......................... (1,636) (1,636)
Dividends paid....... ........ ........ ... ..................... ... ..... ...... .... ...... (226) (226)
Proceeds received from stock option and
dividend reinvestment plans .............................................. 350 350
Other .......... ......... ....... ..... ............ .................. ......................... - ~ ~) - -L.!l2)
- - -
Cash used by financing activities........................................... (255) (590) (273) 0.476) 1.387 ( 1.207)
INCREASE (DECREASE) IN CASH AND
EQUIVALENTS............................................................... - -ill) ~ 278 - 203
- -
CASH AND EQUIVALENTS AT
BEGINNING OF PERIOD ............................................. - ~ ~ .2i1 - 442
- -
CASH AND EQUIVALENTS AT END OF PERIOD ....... S - b.l S 15 ~ S - ~
36
TIME WARNER INe.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS--{Continued)
(unaudited)
Consolidating Statement of Cash Flows
For The Nine Months Ended September 30, 1998
N"n- Time
Time TW Guraotor Elimioa- WarDer
\\1'arner Comoanies W Subsidiaries !!2!! Consolidated
( millioDS)
OPERATIONS
Net income... ....... ............................ ...................... ................ $ 78 $102 $ 62 $469 $(633, $ 78
Adjustments for noncash and nonoperating items:
Depreciation and amortization........ ............. .............. ............ 6 878 884
Noncash interest expense............. ............. ...... .......... ............. 29 29
Excess (deficiency) of distributions over equity in
pretax income of consolidated subsidiaries ....................... 1,140 (467) 335 (1,008)
Excess of distributions over equity in pretax income of
Entertainment Group ......................................................... 113 55 168
Changes in operating assets and liabilities............................. 472 -2 (25) (233) -1M) ~
Cash provided (used) by operations ...................................... 1.690 (331 ) 278 1.227 ( 1.670) 1.194
INVESTING ACTIVITIES
Investments and acquisitions ................................................. (213) 127 (86)
Advances to parents and consolidated subsidiaries ............... (873) (187) (39) 1,099
Repayment of advances from consolidated subsidiaries........ 75 360 (435)
Capital expenditures ......... ....... ................ ............. ................. (9) (339) (348)
Investment proceeds ......... .... ..... ............................... ..... ........ 458 458
Proceeds received from distribution ofTWE Senior
Capital.. .......... ........................... ............... .... ........... .......... - - 455 - 455
- - - -
Cash provided (used) by investing activities ......................... M1D 173 -12) 662 664 479
FINANCING ACTIVITIES
Borrowings .... .......... ........... ............... ............... ...... ...... ......... 601 496 579 (7) 1,669
Debt repayments ........... .............. ..... ............ ...... .......... ...... .... (500) (75) (1,800) 75 (2,300)
Change in due to/from parent ................................................ ( 188) (192 ) (558) 938
Borrowings against future stock option proceeds.................. 1,015 1,015
Repayments of borrowings against future stock
option proceeds ............................ ..................................... (533) (533)
Repurchases of Time Warner CODDDOn stock......................... (1,944) (1,944)
Dividends paid....................................................................... (394) (394)
Proceeds received from stock options and dividend
reinvestment plans ..................................... ................ .... .... 599 599
Other..................................................................................... . .ill) ~) - - ~)
- -
Cash used by financing activities........................................... ( 679) (206) (267) 0.779) 1.006 (1.925)
INCREASE (DECREASE) IN CASH AND
EQUIVALENTS............................................................... - (364) --.l ~ - (252)
- -
CASH AND EQUIVALENTS AT
BEGINNING OF PERIOD ............................................. - 372 -2 264 - 645
- -
CASH AND EQUIVALENTS AT END OF PERIOD ....... L U LU $ 374 L $ 393
37
TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Description of Business
Time Warner Entertainment Company, L.P. ("TWE" or the "Company") classifies its business interests into
three fundamental areas: Cable Networks, consisting principally of interests in cable television programming; Filmed
Entenainment, consisting principally of interests in filmed entertainment, television production and television
broadcasting; and Cable, consisting principally of interests in cable television systems. TWE also manages the cable
properties owned by Time Warner and the combined cable television operations are conducted under the name of Time
Warner Cable.
Use of EBITA
TWE evaluates operating performance based on several factors, including its primary financial measure of
operating income before noncash amortization of intangible assets ("EBITA"). Consistent with management's fmancial
focus on controlling capital spending, EBITA measures operating performance after charges for depreciation. In addition,
EBITA eliminates the uneven effect across all business segments of considerable amounts of noncash amortization of
intangible assets recognized in business combinations accounted for by the purchase method. These business
combinations, including Time Warner's $14 billion acquisition of Warner Communications Inc. in 1989 and $1.3 billion
acquisition of the minority interest in American Television and Communications Corporation in 1992, created over $10
billion of intangible assets that generally are being amortized over a twenty to forty year period. The exclusion of
noncash arnortization charges is also consistent with management's belief that TWE's intangible assets, such as cable
television franchises, film and television libraries and the goodwill associated with its brands, generally are increasing
in value and importance to TWE's business objective of creating, extending and distributing recognizable brands and
copyrights throughout the world. As such, the following comparative discussion of the results of operations of TWE
includes, among other factors, an analysis of changes in business segment EBITA. However, EBITA should be considered
in addition to, not as a substitute for, operating income, net income and other measures of financial performance reported
in accordance with generally accepted accounting principles.
AT &T-MediaOne Merger
At the time of this filing, MediaOne Group, Inc. ("MediaOne"), a limited partner in TWE, had agreed to be
acquired by AT&T Corp. ("AT &r'). In August 1999, TWE received a notice from MediaOne conceming the termination
of its covenant not to compete with TWE. The termination of that covenant is necessary for MediaOne to complete its
proposed merger with AT&T. As a result of the termination notice and the operation of the TWE partnership agreement,
MediaOne's rights to participate in the management of TWE's businesses terminated immediately and irrevocably.
MediaOne retains only certain protective governance rights pertaining to certain limited matters affecting TWE as a
whole.
The proposed merger of MediaOne and AT&T is subject to customary closing conditions, including regulatory
approvals. Accordingly, there is no assurance that it will occur. Also, there are no assurances that AT&T and Time
Warner will reach final agreement on the terms of a cable telephony joint venture, either on the terms discussed on page
F-8 ofTWE's Annual Report on Form 10-K for the year ended December 31, 1998, or on any alternative terms.
Transactions Affecting Comparability of Results of Operations
As more fully described herein, the comparability of TWE's operating results has been affected by certain
significant transactions and nomecurring items in each period.
38
TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION~Continued)
In 1999, these nonrecurring items consisted of (i) an approximate $215 million net pretax gain recognized in
the fIrst quarter of 1999 in connection with the early termination and settlement of a long-term home video distribution
agreement and (ii) net pretax gains in the amount of$1.l18 billion recognized in the first nine months of 1999 relating
to the sale or exchange of various cable television systems and investments. This compares to net pretax gains recognized
in the fIrst nine months of 1998 of $90 million relating to the sale or exchange of cable television systems.
In order to meaningfully assess underlying operating trends, management believes that the results of operations
for each period should be analyzed after excluding the effects of these significant nonrecurring gains. As such, the
following discussion and analysis focuses on amounts and trends adjusted to exclude the impact of these unusual items.
However, unusual items may occur in any period. Accordingly, investors and other financial statement users individually
should consider the types of events and transactions for which adjustments have been made.
In addition, the comparability ofTWE's Cable division results has been affected further by certain 1998 cable-
related transactions, as described more fully in Note 8 to the accompanying consolidated financial statements. While
these transactions had a significant effect on the comparability of the Cable division's EBITA and operating income
principally due to the deconsolidation of the related operations, they did not have a significant effect on the comparability
ofTWE's net income.
RESULTS OF OPERATIONS
EBITA and operating income are as follows:
Filmed Entertainment-Warner Bros. (I) .........................
Broadcasting-The WB Network ..................................
Cable Networks-H:BO ..... ........ .... ..... ...... ............. .........
Cable(2) . .......... ...... ........ ..... ..... ................. ........... .........
$180
(24)
138
699
Three Months Ended SeIItember 30.
Operating
ERITA Income ERITA
1m... ..!!2!. 1999 ..!!2!. 1999 1998
( millions)
$128 $ 658 $ 401 $ 567 $ 302
(17) (95) (78) (98) (80)
117 394 339 394 339
240 2.135 1.017 1.863 731
Nine Months Ended Seotember 30.
Operating
Income
.l!!!. 1998
$161
(17)
117
336
$150
(25)
138
600
Total............................................................................. ~ 1m ~ ~ ~ ~ ~ um
(1) Includes a net pretax gain of approximately $lIS million recognized in the fJl'St quarter of 1999 in connection with the early tmnination and
settlement of a long-tmn home video distribution agreement
(2) Includes net pretax gains relating to the sale or exchange of c:enain cable television syslmls and investments of $358 million in the third quarter
of 1999 and S6 million in the third quarter of 1998. Similarly, nine-month resuI1s include net pretax gains ofSI.I18 billion in 1999 and $90 million
in 1998.
Three Months Ended September 30,1999 Compared to the Three Months Ended September 30,1998
Consolidated Results
TWE had revenues of$3.474 billion and net income ofS561 million for the three months ended September 30,
1999, compared to revenues of $3.220 billion and net income ofSl72 million for the three months ended September 30,
1998.
As previously described, the comparability ofTWE's operating results for 1999 and 1998 has been affected by
certain significant, nonrecurring iterm recognized in each period. These nonrecurring items consisted of approximately
$358 million of net pretax gains in 1999, compared to $6 million of net pretax gains in 1998.
39
TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION~Continued)
TWE's net income increased to $561 million in 1999, compared to $172 million in 1998. However, excluding
the effect of the nonrecurring items referred to earlier, net income increased by $54 million to $220 million in 1999 from
$166 million in 1998, As discussed more fully below, this improvement principally resulted from an overall increase in
TWE's business segment operating income.
As a U.s. partnership, TWE is not subject to U.S. federal and state income taxation. Income and withholding
taxes of$39 million and $23 million for the three months ended September 30, 1999 and 1998, respectively, have been
provided for the operations ofTWE's domestic and foreign subsidiary corporations.
Business Segment Results
Filmed Entertainment-Warner Bros. Revenues increased to $1.862 billion in 1999, compared to $1.727 billion
in 1998. EBITA increased to $180 million in 1999 from $161 million in 1998. Operating income increased to $150
million in 1999 from $128 million in 1998. Revenues benefited from increases in worldwide theatrical, home video and
television syndication operations, offset in part by lower revenues from consumer products operations. The increase in
worldwide home video revenues primarily resulted from increased sales of DVDs. EBITA and operating income
increased principally as a result of improved results from worldwide theatrical, home video and television syndication
operations, offset in part by lower results from consumer products operations.
In connection with declines in the operations of certain of Warner Bros.'s retail stores, management is in the
process of evaluating several strategic alternatives for its retail operations. These alternatives include the gradual
reduction and updating of Warner Bros. 's store portfolio, including the transformation of some of the traditional retail
outlets to smaller, more efficient stores and an increasing emphasis on e-commerce opportunities. To the extent
management takes action under some of these alternatives, a non-cash charge, principally relating to the acceleration of
future depreciation expense, may be required. Management's evaluation is expected to continue through the 1999 holiday
shopping season.
Broadcasting - The WB Network. Revenues were $84 million in 1999, compared to $64 million in 1998. EBITA
decreased to a loss of $24 million in 1999 from a loss of $17 million in 1998. Operating losses increased to $25 million
in 1999 from $17 million in 1998. Revenues increased principally as a result of one additional night of weekly prime-
time programming in comparison to the prior year and advertising rate increases, offset in part by lower television ratings
for the summer repeat programming lineup. Operating losses increased principally because the revenue gains were more
than offset by the combination of higher programming costs associated with the expanded programming schedule and
higher start-up costs associated with The WB Network 100+ station group, a distribution alliance for The WB Network
in smaller markets.
Cable Networks-HBo. Revenues increased to$540 million in 1999, compared to $505 million in 1998. EBITA
and operating income increased to $138 million in 1999 from $117 million in 1998. Revenues benefited primarily from
an increase in pay-television subscriptions. EBITA and operating income increased principally due to the revenue gains
and increased cost savings.
Cable. Revenues increased to $1.124 billion in 1999, compared to $1.052 billion in 1998. EBITA increased to
$699 million in 1999 from $336 million in 1998. Operating income increased to $600 million in 1999 from $240 million
in 1998. These operating results were affected by certain cable-related transactions that occurred in 1998 (the "1998
Cable Transactions") and by net pretax gains of$358 million recognized in 1999 and $6 million in 1998 related to the
sale or exchange of various cable television systems and investments. The 1998 Cable Transactions principally resulted
in the deconsolidation or transfer of certain operations and are described more fully in Note 8 to the accompanying
consolidated financial statements. Excluding the effect of the 1998 Cable Transactions, revenues increased due to growth
40
TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION~Continued)
in basic cable subscribers, increases in basic cable rates, increases in advertising and pay-per-view revenues and an
increase in revenues from providing Road Runner-branded, high-speed online services. Similarly, excluding the effect
of the 1998 Cable Transactions and the one-time gains, EBITA and operating income increased principally as a result
of the revenue increases, offset in part by higher programming costs.
Interest and Other. Net. Interest and other, net, decreased to $185 million of expense in 1999, compared to $203
million of expense in 1998. Interest expense decreased to $138 million in 1999, compared to $145 million in 1998, prin-
cipally due to interest savings associated with the Company's 1998 debt reduction efforts. Other expense, net,"decreased
to $47 million in 1999, compared to $58 million in 1998. The decrease principally related to lower dividend requirements
on preferred stock of a subsidiary that was redeemed in March 1999.
Minority Interest. Minority interest expense increased to $60 million in 1999, compared to $52 million in 1998.
Minority interest expense increased primarily due to the allocation of a portion of the net pretax gains relating to the sale
or exchange of various cable television systems and investments owned by the TWE-Advance/Newhouse Partnership
("TWE-AlN'), a majority owned partnership of TWE, to the minority owners of that partnership. Excluding the
significant effect of the gains recognized in 1999, minority interest expense decreased slightly in 1999 principally due
to a higher allocation of losses to a minority partner in The WB Network.
Nine Months Ended September 30,1999 Compared to the Nine Months Ended September 30,1998
Consolidated Results
TWE had revenues of$9.468 billion and net income of$1.640 billion for the nine months ended September
30, 1999, compared to revenues of$8.980 billion and net income of $435 million for the nine months ended September
30, 1998.
As previously described, the comparability ofTWE's operating results for 1999 and 1998 has been affected by
certain significant, nonrecurring items recognized in each period. These nonrecurring items consisted of approximately
$1.333 billion of net pretax gains in 1999, compared to $90 million of net pretax gains in 1998.
TWE's net income increased to $1.640 billion in 1999, compared to $435 million in 1998. However, excluding
the significant effect of the nonrecurring items referred to earlier, net income increased by $117 million to $482 million
in 1999 from $365 million in 1998. As more fully discussed below, this improvement principally resulted from an overall
increase in TWE's business segment operating income, offset in part by higher equity losses from certain investments
accounted for under the equity method of accounting.
As a U.S. partnership, TWE is not subject to U.S. federal and state income taxation. Income and withholding
taxes of $94 million and $55 million for the nine months ended September 30, 1999 and 1998, respectively, have been
provided for the operations ofTWE's domestic and foreign subsidiary corporations.
Business Segment Results
Filmed Entertainment-Warner Bros. Revenues increased to $4.688 billion in 1999, compared to $4.364 billion
in 1998. EBITA increased to $658 million in 1999 from $401 million in 1998. Operating income increased to $567
million in 1999 from $302 million in 1998. Revenues benefited from increases in worldwide theatrical, home video and
television distribution operations, offset in part by lower revenues from consumer products operations. The increase in
worldwide home video revenues primarily resulted from increased sales of DVDs. EBITA and operating income
increased primarily from the inclusion of an approximate $215 million net pretax gain recognized in the first quarter of
1999 in connection with the early termination and settlement of a long-term home video distribution agreement.
41
TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION~Continued)
Excluding the gain, EBITA and operating income increased principally as a result of improved results from worldwide
theatrical, home video and television distribution operations, offset in part by lower results from consumer products
operations.
In connection with declines in the operations of certain of Warner Bros.'s retail stores, management is in the
process of evaluating several strategic alternatives for its retail operations. These alternatives include the gradual
reduction and updating of Warner Bros.'s store portfolio, including the transformation of some of the traditional retail
outlets to smaller, more efficient stores and an increasing emphasis on e-commerce opportunities. To the extent
management takes action under some of these altematives, a non-cash charge, principally relating to the acceleration of
future depreciation expense, may be required. Management's evaluation is expected to continue through the 1999 holiday
shopping season.
Broadcasting - The WB Network. Revenues were $246 million in 1999, compared to $170 million in 1998.
EBITA decreased to a loss of $95 million in 1999 from a loss of $78 million in 1998. Operating losses increased to $98
million in 1999 from $80 million in 1998. Revenues increased principally as a result of one additional night ofweeldy
prime-time programming in comparison to the prior year, improved television ratings and advertising rate increases.
Operating losses increased principally because the revenue gains were more than offset by the combination of higher
programming costs associated with the expanded programming schedule and higher start-up costs associated with The
WB Network 100+ station group, a distribution alliance for The WB Network in smaller markets.
Cable Networks-HBO. Revenues increased to $1.612 billion in 1999, compared to $1.526 billion in 1998.
EBITA and operating income increased to $394 million in 1999 from $339 million in 1998. Revenues benefited primarily
from an increase in pay-television subscriptions. EBITA and operating income increased principally due to the revenue
gains, increased cost savings, and higher income from Comedy Central, a 50%-owned equity investee.
Cable. Revenues increased to $3.312 billion in 1999, compared to $3.289 billion in 1998. EBITA increased
to $2.135 billion in 1999 from $1.017 billion in 1998. Operating income increased to $1.863 billion in 1999 from $731
million in 1998. These operating results were affected by the 1998 Cable Transactions and by net pretax gains of $1.118
billion recognized in 1999 and $90 million in 1998 related to the sale or exchange of various cable television systems
and investments. The 1998 Cable Transactions principally resulted in the deconsolidation or transfer of certain operations
and are described more fully in Note 8 to the accompanying consolidated financial statements. Excluding the effect of
the 1998 Cable Transactions, revenues increased due to growth in basic cable subscribers, increases in basic cable rates,
increases in advertising and pay-per-view revenues and an increase in revenues from providing Road Runner-branded,
high-speed online services. Similarly, excluding the effect of the 1998 Cable Transactions and the one-time gains, EBITA
and operating income increased principally as a result of the revenue increases, offset in part by higher programming
costs.
Interest and Other. Net. Interest and other, net, increased to $577 million of expense in 1999, compared to $550
million of expense in 1998. Interest expense decreased to $411 million in 1999, compared to $418 million in 1998,
principally due to interest savings associated with the Company's 1998 debt reduction efforts. Other expense, net,
increased to $166 million in 1999, compared to $132 million in 1998. This increase principally related to higher losses
from certain invesnnents accounted for under the equity method of accounting, offset in part by lower dividend
requirements on preferred stock of a subsidiary that was redeemed in March 1999.
Minority Interest. Minority interest expense increased to $361 million in 1999, compared to $198 million in
1998. Minority interest expense increased primarily due to the allocation ofa portion of the net pretax gains relating to
the sale or exchange of various cable television systems and investments owned by TWE-AIN to the minority owners
42
TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITlON~Continued)
of that partnership. Excluding the significant effect of the gains recognized in each period, minority interest expense
decreased slightly in 1999 principally due to a higher allocation of losses to a minority partner in The WB Network.
FINANCIAL CONDITION AND LIQUIDITY
September 30, 1999
Financial Condition
At September 30, 1999, TWE had $6.7 billion of debt, $235 million of cash and equivalents (net debt of$6.5
billion) and $6.3 billion of partners' capital. This compares to $6.6 billion of debt, $87 million of cash and equivalents
(net debt of $6.5 billion), $217 million of preferred stock of a subsidiary, $603 million of Time Warner General Partners'
senior priority capital and $5.1 billion of partners' capital at December 31, 1998.
Senior CllJIitIll Distributions
In July 1999, TWE paid a $627 million distribution to the Time Warner General Partners to redeem the
remaining portion of their senior priority capital interests, including a priority capital return of $173 million. Time
Warner used a portion of the proceeds received from this distnbution to repay all $400 million of outstanding borrowings
under its credit agreement with TWE.
Redemption of REIT Preferred Stock
In March 1999, a subsidiary of TWE (the "REIT") redeemed all ofits shares of preferred stock ("REIT
Preferred Stock") at an aggregate cost of $217 million, which approximated net book value. The redemption was funded
with borrowings under TWE's bank credit agreement Pursuant to its terms, the REIT Preferred Stock was redeemed as
a result of proposed changes to federal tax regulations that substantially increased the likelihood that dividends paid by
the REIT or interest paid to the REIT under a mortgage note ofTWE would not be fully deductIble for federal income
tax purposes.
Cash Flows
During the first nine months of 1999, TWE's cash provided by operations amounted to $2.205 billion and
reflected $3.092 billion ofEBITA from its Filmed Entertainment-Warner Bros., Broadcasting-The WB Network, Cable
Networks-HBO and Cable businesses, $632 million of noncash depreciation expense and $20 million of proceeds from
TWE's asset securitization program, less $394 million of interest payments, $84 million of income taxes, $54 million
of corporate expenses, and $1.007 billion related to an aggregate increase in working capital requirements, other balance
sheet accounts and noncash items. Cash provided by operations of $1.273 billion in the first nine months of 1998
reflected $1.679 billion of EBITA from its Filmed Entertainment-Warner Bros., Broadcasting-The WB Network, Cable
Networlcs-HBO and Cable businesses, $698 million of noncash depreciation expense and $131 million of proceeds from
TWE's asset securitization program, less $419 million of interest payments, $57 million of income taxes, $54 million
of corporate expenses and $705 million related to an aggregate increase in working capital requirements, other balance
sheet accounts and noncash items.
Cash used by investing activities was $540 million in the first nine months of 1999, compared to $887 million
in the first nine months of 1998. The decrease principally resulted from the collection ofTWE's $400 million loan to
Time Warner and lower capital expenditures, offset in part by a $198 million decrease in investment proceeds relating
largely to the 1998 sale of TWE's remaining interest in Six Flags Entertainment Corporation. Capital expenditures
decreased to $1.009 billion in the first nine months of 1999, compared to $1.092 billion in the first nine months of 1998.
43
TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION~Continued)
Cash used by financing activities was $1.517 billion in the fIrst nine months of 1999, compared to $583 million
in the fIrst nine months of 1998. The use of cash in 1999 principally resulted from the redemption of REIT Preferred
Stock at an aggregate cost of $217 million, the payment of $1.116 billion of capital distributions to Time Warner and
$39 million of debt reduction. The use of cash in 1998 principally resulted from the payment of $1.060 billion of capital
distributions to Time Warner, offset in part by an $67Smillion increase in net borrowings.
Management believes that TWE's operating cash flow, cash and equivalents and additional borrowing capacity
are sufficient to fund its capital and liquidity needs for the foreseeable future. -
Cable Capital Spending
Time Warner Cable has been engaged in a plan to upgrade the technological capability and reliability of its
cable television systems and develop new services, which it believes will position the business for sustained, long-term
growth. Capital spending by TWE's Cable division amounted to $910 million in the nine months ended September 30,
1999, compared to $991 million in the nine months ended September 30, 1998. Cable capital spending is expected to
approximate $350 million for the remainder of 1999. Capital spending by TWE's Cable division is expected to continue
to be funded by cable operating cash flow.
Filmed Entertainment Backlog
Backlog represents the amount of future revenue not yet recorded from cash contracts for the licensing of
theatrical and television product for pay cable, basic cable, network and syndicated television exhibition. Backlog of
TWE's Filmed Entertainment-Warner Bros. division arnounted to $2.571 billion at September 30, 1999 (including
amounts relating to the licensing of film product to TWE's cable television networks of $307 million and to Time
Warner's cable television networks of$612 million). This compares to $2.298 billion at December 31, 1998 (including
amounts relating to the licensing of f11m product to TWE's cable television networks of $199 million and to Time
Warner's cable television networks of$570 million).
Because backlog generally relates to contracts for the licensing of theatrical and television product which have
already been produced, the recognition of revenue for such completed product is principally only dependent upon the
commencement of the availability period for telecast under the terms of the related licensing agreement. Cash licensing
fees are collected periodically over the term of the related licensing agreements or on an accelerated basis using TWE's
$500 million securitization facility. The portion of backlog for which cash has DOt already been received has significant
off-balance sheet asset value as a source of future funding. The backlog excludes advertising barter contracts, which are
also expected to result in the future realization of revenues and cash through the sale of advertising spots received under
such contracts.
Year 2000 Technology Preparedness
TWE, like most large companies, depends on many different computer systems and other chip-based devices
for the continuing conduct of its business. Older computer programs, computer hardware and chip-based devices may
fail to recognize dates beginning on January 1,2000 as being valid dates, and as a result may fail to operate or may
operate improperly when such dates are introduced.
TWE's exposure to potential Year 2000 problems arises both in technological operations under the control of
the Company and in those dependent on one or more third parties. These technological operations include information
technology ("IT") systems and non-IT systems, including those with embedded technology, hardware and software. Most
of TWE's potential Year 2000 exposures are dependent to some degree on one or more third parties. Failure to achieve
high levels of Year 2000 compliance could have a material adverse impact on TWE and its financial statements.
44
TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDlTION~Continued)
The Company's Year 2000 initiative continues to be conducted at the operational level by divisional project
managers and senior technology executives overseen by senior divisional executives, with assistance internally as well
as from outside professionals. The progress of each division through the different phases of remediation-inventorying,
assessment, remediation planning, implementation and final testing-is actively overseen and reviewed on a regular basis
by an executive oversight group.
The Company, initially identified and assessed potential Year 2000 difficulties in its technological operations,
including IT applications, IT technology and support, desktop hardware and software, non-IT systems and important third
party operations, and distinguished those that are "mission critical" from those that are not. An item is considered
"mission critical" if its Year 2ooo-related failure would significantly impair the ability of one of the Company's major
business units to (1) produce, market and distribute the products or services that generate significant revenues for that
business, (2) meet its obligations to pay its employees, artists, vendors and others or (3) meet its obligations under
regulatory requirements and internal accounting controls. The Company and its divisions have identified approximately
600 worldwide, "mission critical" potential exposures. As of September 30, 1999, substantially all of the potential
exposures have been identified by the divisions as Year 2000 compliant and of those that are not reported as compliant,
substantially all were in the installation or final testing stages and expected to be substantially completed in all material
respects by the middle of the fourth quarter of 1999. The Company, however, could experience unexpected delays. The
Company is expecting to focus its attention during the fourth quarter of 1999 on conducting final integrated testing in
a stable environment and on refinements and testing of its contingency and transition plans, as necessary.
As stated above, however, the Company's business is heavily dependent on third parties, both domestically and
internationally, and these parties are themselves heavily dependent on technology. For example, if a television
broadcaster or cable programmer encounters Year 2000 problems that impede its ability to deliver its programming, the
Company will be unable to provide that programming to its cable customers. Because the Company is also a
programming supplier, third-party signal delivery problems would affect its ability to deliver its programming to its
customers. In addition, in a situation endemic to the cable industry, much of the Company's headend equipment that
controls cable set-top boxes needed to be upgraded to become Year 2000 compliant. The box manufacturers and cable
industry groups together developed solutions that the Company has substantially completed installing and testing in its
headend equipment at its various geographic locations. The Company has attempted to include in its "mission critical"
inventory significant service providers, vendors, suppliers, customers and governmental entities that are believed to be
critical to business operations and has made its determinations of their state of Year 2000 readiness through various
means, including questionnaires, interviews, on-site visits, system interface testing and industry group participation. The
Company continues to monitor these situations. Moreover, TWE is dependent, like allIarge companies, on the continued
functioning, domestically and internationally, of basic, heavily computerized services such as banking, telephony, water
and power, and various distribution mechan;qns ranging from the mail, railroads and trucking to high-speed data
transmission. TWE is taking steps to attempt to satisfy itself that the third parties on which it is heavily reliant are Year
2000 compliant, are developing satisfactory contingency plans or that alternate means of meeting its requirements are
available, but cannot predict the likelihood of such compliance nor the direct or indirect costs to the Company of non-
compliance by those third parties or of securing such services from alternate compliant third parties. In areas in which
the Company is uncertain about the anticipated Year 2000 readiness of a significant third party, the Company is
investigating available alternatives, if any.
The Company currently estimates that the aggregate cost of its Year 2000 remediation program, which started
in 1996, will be approximately $50 to $85 million, of which an estimated 75% to 85% has been incurred through
September 30, 1999. These costs include estimates of the costs of assessment, replacement, repair and upgrade, both
planned and unplanned, of certain IT and non-IT systems and their implementation and testing. The Company anticipates
that its remediation program, and related expenditures, may continue into 2001 as temporary solutions to Year 2000
45
TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION~Continued)
problems are replaced with upgraded equipment. These expenditures have been and are expected to continue to be
funded from the Company's operating cash flow and have not and are not expected to impact materially the Company's
fmancial statements.
Management believes that it has established an effective program to resolve all significant Year 2000 issues in
its control in a timely manner. As noted above, however, the Company has not yet completed all phases of its program
and is dependent on third parties whose progress is not within its control. In the event that the Company experiences
unanticipated failures of the systems within its control, management believes that the Company could experience
significant difficulty in producing and delivering its products and services and conducting its business in the Year 2000
as it has in the past. More importantly, disruptions experienced by third parties with which the Company does business
as well as by the economy generally could materially adversely affect the Company. The arnount of potential liability
and lost revenue cannot be reasonably estimated at this time.
As stated above, the Company is now focusing its attention on its contingency and transition plans. It has
examined its existing standard business interruption strategies to evaluate whether they would satisfactorily meet the
demands of failures arising from Year 2oo0-related problems. It is also developing and refining specific transition
schedules and contingency plans in the event it does not successfully complete its remaining remediation as anticipated
or experiences unforeseen problems outside the scope of these standard strategies. These plans are intended to provide
guidance and alternatives for unanticipated failures of internal systems as well as external failures that may impede any
of the Company's businesses from operating normally. The Company intends to examine its status periodically to
determine the necessity of implementing such contingency plans or additional strategies, which could involve, among
other things, manual workarounds, adjusting staffing strategies and sharing resources across divisions.
Caution Concerning Forward-Looking Statements
The Securities and Exchange Commission encourages companies to disclose forward-looking information so
that investors can better understand a company's future prospects and make informed investment decisions. This
document, together with management's public conunentary related thereto, contains such "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, particularly statements anticipating future
growth in revenues, EBITA and cash flow. Words such as "anticipate", "estimate", "expects", ''projects'', "intends",
''plans'', "believes" and words and terms of similar substance used in connection with any discussion of future operating
or financial performance identify such forward-looking statements. Those forward-looking statements are management's
present expectations of future events. As with any projection or forecast, they are inherently susceptible to changes in
circumstances, and TWE is under no obligation to (and expressly disclaims any such obligation to) update or alter its
forward-looking statements, whether as a result of such changes, new information, future events or otherwise.
TWE operates in highly competitive, consumer driven and rapidly changing media and entertainment businesses
that are dependent on government regulation and economic, political, social conditions in the countries in which they
operate, consumer demand for their products and services, technological developments and (particularly in view of
technological changes) protection of their intellectual property rights. TWE's actual results could differ materially from
management's expectations because of changes in such factors. Some of the other factors that also could cause actual
results to differ from those contained in the forward-looking statements include those identified in TWE's other filings
and:
. For TWE's cable business, more aggressive than expected competition from new technologies and other types of
video programming distributors, including DBS; increases in government regulation of cable or equipment rates or
other terms of service (such as "digital must-carry" or "unbundling" requirements); increased difficulty in obtaining
franchise renewals; the failure of new equipment (such as digital set-top boxes) or services (such as high-speed on-
46
TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION~Continued)
line services or telephony over cable or video on demand) to function properly, to appeal to enough consumers or
to be available at reasonable prices and to be delivered in a timely fashion; and greater than expected increases in
programming or other costs.
· For TWE's cable programming and television businesses, greater than expected programming or production costs;
public and cable operator resistance to price increases (and the negative impact on premium programmers of
increases in basic cable rates); increased regulation of distribution agreements; the sensitivity of advertising to
economic cyclicality; and greater than expected fragmentation of conswner viewership due to an increased number
of programming services or the increased popularity of alternatives to television.
. · For TWE's film and television businesses, their ability to continue to attract and select desirable talent and scripts
at manageable costs; increases in production costs generally; fragmentation of consumer leisure and entertainment
time (and its possible negative effects on the broadcast and cable networks, which are significant customers of these
businesses); continued popularity of merchandising; and the uncertain impact of technological developments such
as DVO and the Internet.
· For TWE's digital media businesses, their ability to develop products and services that are attractive, accessible and
commercially viable in terms of content, technology and cost, their ability to manage costs and generate revenues,
aggressive competition from existing and developing technologies and products, the resolution of issues concerning
commercial activities via the Internet, including security, reliability, cost, ease of use and access, and the possibility
of increased government regulation of new media services.
· The ability of the Company and its key service providers, vendors, suppliers, customers and govemmentalentities
to replace, modify or upgrade computer systems in ways that adequately address the Year 2000 issue, including their
ability to identify and correct all relevant computer codes and embedded chips, unanticipated difficulties or delays
in the implementation of the Company's remediation plans and the ability of third parties to address adequately their
own Year 2000 issues.
In addition, TWE's overall financial strategy, including growth in operations, maintaining its financial ratios
and strengthened balance sheet, could be adversely affected by increased interest rates, failure to meet earnings
expectations, significant acquisitions or other transactions, consequences of the euro conversion and changes in TWE's
plans, strategies and intentions.
47
TIME WARNER ENTERTAINMENT COMPANY, L.P.
CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
Current assets
Cash and equivalents..................................................................................................................
Receivables, including $1.049 billion and $765 million due from Time Warner,
less allowances of $470 and $506 million..............."............................................................
Inventories ................................ ...... ..................................................................... .......................
Prepaid expenses.... ....... .......... ... ....................................................... .........................................
Total current assets .... ....................... ........ .......................................... ........................................
Noncurrent inventories ................ ................ ..... ........................................... ...............................
Loan receivable from Time Warner ............................................................................................
Investments...... ............ ....... ............ ...... .............. ......... .................................... ...........................
Property, plant and equipment. ............. ......... ........... ............... ............ .......................................
Cable television franchises....... ..... ... .................... ................................. .....................................
Goodwill.....................................................................................................................................
Other assets................................ ....... ......... ..... ........ .... ....... ... .... ...... ... ......... ...... ....... ............ .......
Total assets ... .................. .................. .... ........ .... ......... ..... ............. ........ ........ ............ ... ..... ....... ....
LlABll.ITIES AND PARTNERS' CAPITAL
Current liabilities
Accounts payable...... .... ........... ...... ..... .......... ......... ............ ........ ..... ... ..... ........ ...... ......................
Participations and programming costs payable...........................................................................
Debt due within one year ............................................................................................................
Other current liabilities, including $821 and $370 million due to Time Warner ........................
Total current liabilities.. ........ ...... ...... ..... ........... ......... .......... ............. ... ....... ... ... ......... ............ .....
Long-term debt ...........................................................................................................................
Other long-term liabilities, including $1.024 and $1.130 billion due to Time Warner ...............
Minority interests.. ...... ......... ... ....... ............. ....... .... .... ...... ........ ...... .... ...... ........ ................... ........
Preferred stock of subsidiary holding solely a mortgage note of its parent ................................
Time Warner General Partners' Senior Capital...........................................................................
Partners' capital
Contributed capital... .... ................... ..................... ........ .......... ...... .... ................ ..... ................. ....
Undistributed partnership deficit... ................... ............ .............. ...... ... .... ...... ... ...... ............. .......
Total partners' capital..... ... .... .......... .... .......... ....... .... ........... ......... ........ ......... ......... ....... ..... .........
Total liabilities and partners' capital...........................................................................................
See accompanying notes.
48
September 30, December 31,
~ ....!22!.
(millions)
$ 235 $ 87
2,885 2,618
1,238 1,312
223 -1M
4,581 4,183
2,021 2,327
400
829 886
6,385 6,041
4,823 3,773
3,764 3,854
-lli 766
$23.228 $22 230
$ 1,440 $ 1,473
1,673 1,515
6 6
2.075 1.942
5,194 4,936
6,725 6,578
3,166 3,267
1,801 1,522
217
603
7,338 7,341
.....L222) (2.234)
6.342 5.107
$23.228 $22.230
TIME WARNER ENTERTAINMENT COMPANY, L.P.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(a) Includes the following income (expenses) resulting from transactions with the partners ofTWE and other related
companies:
Revenues ....................................................................................................
Cost of revenues ........ ........ ........... ........... ....... ...... ...... ........ ....
Selling, general and administrative .........................................
Gain on sale or exchange of cable systems and investments...
Interest and other, net..............................................................
Corporate expenses ......... .......... .......................................... ....
Revenues (a). ................... ........ ..... .... ................... ........ ........... ...........
Cost of revenues (a)(b) ......................................................................
Selling, general and administrative (a)(b)..........................................
Gain on sale or exchange of cable systems and investments .............
Gain on early termination of video distribution agreement ...............
Business segment operating income ..................................................
Interest and other, net (a) ...................................................................
Minority interest ...... ......... .......... .... ..... ....... ..... ...... .... ....... ..... ..... .......
Corporate services (a) ..... ....... .... ......... ...... ........ ...... ................... ........
Income before income taxes ..............................................................
Income taxes......................................................................................
Net income ...... ... ........ .... .... ........ ...............:..... .............................. ....
Three Months Nine Months
Ended Seotember 30. Ended SeDtember 30.
1999 1998 -1222... ..l22!.
(millions)
$3.474 $3.220 $9.468 $8.980
(2,362) (2,181) ( 6,266) (6,017)
(607) (577) (1,809) (1,761)
358 6 1,118 90
- - -ill
- -
863 468 2,726 1,292
( 185) (203) (577) (550)
(60) (52) (361 ) (198)
~ -ill) ~) ~)
600 195 1,734 490
~ -lD.) ~) -ill)
~ ~ ~ LW
$150
(62)
(7)
308
(8)
(18)
$227
(49)
(14)
$422
(198)
(23)
308
20
(54)
$474
(142)
(16)
1
(18)
6
(54)
(b) Includes depreciation and amortization expense of: .................... ~
See accompanying notes.
49
~
L.W
~
TIME WARNER ENTERTAINMENT COMPANY, L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
OPERATIONS
Net income .......... ............ ............ ............. ................ ..................................................................
Adjustments for noncash and nonoperating items:
Depreciation and amortization............. ......... .................................................... ................. .........
Changes in operating assets and liabilities..................................................................................
Cash provided by operations. ...... ...... ........... ............ ............. ................................. ...... ..... ..... ....
INVESTING ACTIVITIES
Investments and acquisitions ............................. ......................... ................................................
Capital expenditures ....... ....... ........... .... ..... ... ...... ... ... .... ......... ... .............. ....... ...... .... ....... '" ..... ....
Investment proceeds ....... ....... ....................... ......... ............... .......................... ................... .........
Collection of loan to Time Warner .............................................................................................
Cash used by investing activities ................................................................................................
FINANCING ACTIVITIES
Borrowings ........ .............. ............... ...... ........ .... ..... ........ ....... .............. ... ..... ........... .............. ... ....
Debt repayments.. .......... .............. ....... .......... ......... ........ ..... ..... .... ....... ............ ............. ..... ...... ....
Redemption of preferred stock of subsidiary ..............................................................................
Capital distributions....................................................................................................................
Other ......... ..... ... ........ ....... ....... .................... ................... ...... ..... ... .... ... .... ..... ....... ...... ... .... ... .... ....
Cash used by financing activities.. ......... .... ... ..... .......... ............. ............. .................. ............... ....
INCREASE (DECREASE) IN CASH AND EQUIVALENTS ..............................................
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD .............................................
CASH AND EQUIVALENTS AT END OF PERIOD............................................................
See accompanying notes.
50
Nine Months
Ended Seotember 30.
1999 1998
(millions)
$1,640 $ 435
998 1,085
(433) (247)
2.205 1.273
(273) (335)
(1,009) (1,092)
342 540
400 -
-
(540) ~
1,854 1,515
(1,893) (840)
(217)
(1,116) (1,060)
~) ~)
L1.ill) (583)
148 ( 197)
---KZ 322
L235 $....1.2j
TIME WARNER ENTERTAINMENT COMPANY, L.P.
CONSOLIDATED STATEMENT OF PARTNERSHIP CAPITAL
(Unaudited)
BALANCE AT BEGINNING OF PERIOD............................................................................
Net income .................................................................................................................................
Other comprehensive income (loss) ...........................................................................................
COIIlprehensive income(a) ...... ......... ...... .... ...... ..... ............ ........ ..... ......... .......... .... .... ... .... ...... .......
Stock option and tax-related distributions ..................................................................................
Distribution of Time Warner Telecom interests ....................... ................ ......... ......... .................
Allocation of income to Time Warner General Partners' Senior Capital....................................
Other.......................................................................................................................................... .
BALANCE AT END OF PERIOD ..........................................................................................
Nine Months
Ended Semember 30.
!2.22 !22!
(millions)
$5,107 $6,333
1,640 435
---2 ....ill)
1,646 414
(383) (746)
(191)
(24) (52)
~) ---ill
~ ~
(a) Comprehensive income for the three months ended September 30,1999 and 1998 was $520 million and $167 million, respectively.
See accompanying notes.
51
TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"), classifies its business
interests into three fundamental areas: Cable Networks, consisting principally of interests in cable television
programming; Filmed Entertainment, consisting principally of interests in filmed entertainment, television production
and television broadcasting; and Cable, consisting principally of interests in cable television systems.
Each of the business interests within Cable Networks, Filmed Entertainment and Cable is important to TWE's
objective of increasing partner value through the creation, extension and distribution of recognizable brands and
copyrights throughout the world. Such brands and copyrights include (1) HBO and Cinemax, the leading pay television
services, (2) the unique and extensive film, television and animation libraries ofWamer Bros; and trademarks such as
the Looney Tunes characters and Batman, (3) The WB Network, a national broadcasting network launched in 1995 as
an extension of the Warner Bros. brand and as an additional distribution outlet for Wamer Bros.' collection of children's
cartoons and television programming, and (4) Time Warner Cable, currently the largest operator of cable television
systems in the U.S.
The operating results of TWE's various business segments are presented herein as an indication of fInancial
perfonnance (Note 8). Except for start-up losses incurred in connection with The WB Network, TWE's principal business
segments generate significant operating income and cash flow from operations. The cash flow from operations generated
by such business segments is considerably greater than their operating income due to significant amounts of noncash
amortization of intangible assets recognized principally in Time Warner Companies, Inc.'s ("Time Warner") $14 billion
acquisition of Warner Communications Inc. ("WCI") in 1989 and $1.3 billion acquisition of the minority interest in
American Television and Communications Corporation ("A TC") in 1992, a portion of which cost was allocated to TWE
upon the capitalization of the partnership. Noncash amortization of intangible assets recorded by TWE's business
segments amounted to $130 million and $129 million for the three months ended September 30, 1999 and 1998,
respectively and $366 million and $387 million for the nine months ended September 30, 1999 and 1998, respectively.
Time Warner and certain of its wholly owned subsidiaries collectively own general and limited partnership
interests in TWE consisting of 74.49% of the pro rata priority capital ("Series A Capital") and residual equity capital
("Residual Capital"), and 100% of the junior priority capital ("Series B Capital"). The remaining 25.51% limited
partnership interests in the Series A Capital and Residual Capital ofTWE are held by a subsidiary of Media One Group,
Inc. ("MediaOne"). Certain of Time Warner's subsidiaries are the general partners ofTWE ("Time Warner General
Partners").
Basis of Presentation
The accompanying consolidated financial statements are unaudited but, in the opinion of management, contain
all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the fmancial
position and the results of operations and cash flows for the periods presented in conformity with generally accepted
accounting principles applicable to interim periods. The accompanying consolidated financial statements should be read
in conjunction with the audited consolidated financial statements ofTWE included in its Annual Report on Form 10-K
for the year ended December 31, 1998 (the "1998 Form 10-K").
52
TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
Rec:lassifications
Certain reclassifications have been made to the prior year's financial statements to conform to the 1999
presentation.
2. GAIN ON TERMINATION OF MGM VIDEO DISTRIBUTION AGREEMENT
In March 1999, Warner Bros. and Metro-Goldwyn-Mayer, Inc. ("MGM") terminated a long-term distribution
agreement lDlder which Warner Bros. had exclusive worldwide distribution rights for MGM/United Artists home video
product. In connection with the early termination and settlement of this distribution agreement, Warner Bros. recognized
a net pretax gain of approximately $215 million, which has been included in operating income in the accompanying
consolidated statement of operations.
3. GAIN ON SALE OR EXCHANGE OF CABLE TELEVISION SYSTEMS AND INVESTMENTS
In 1999 and 1998, largely in an effort to enhance its geographic clustering of cable television properties, TWE
sold or exchanged various cable television systems and investments. The 1999 transactions included a large exchange
of cable television systems serving approximately 450,000 subscribers for other cable television systems of comparable
size owned by TCI Coumnmications, Inc., a subsidiary of AT&T Corp., and a large exchange of cable television systems
serving approximately 160,000 subscnbers for other cable television systems of comparable size owned by MediaOne.
As a result of these transactions, the operating results of TWE include net pretax gains for the third quarter of $358
million in 1999 and $6 million in 1998. Net pretax gains for the first nine months of the year amounted to $1.118 billion
in 1999 and $90 million in 1998.
4. INVESTMENT IN PRIMEST AR
TWE owns an approximate 24% equity interest in Primestar, Inc. ('<Primestar"). In January 1999, Primestar,
an indirect wholly owned subsidiary of Primestar and the stockholders of Primestar entered into an agreement to sell
Primestar's medium-power direct broadcast satellite business and assets to DirecTV, a competitor of Primes tar owned
by Hughes Electronics Corp. In addition, a second agreement was entered into with DirecTV, pursuant to which DirecTV
agreed to purchase Primestar's rights with respect to the use or acquisition of certain high-power satellites from a wholly
owned subsidiary of one of the stockholders of Primestar. In April 1999, Primestar closed on the sale of its medium-
power direct broadcast satellite business to DirecTV. Then, in June 1999, Primestar completed the sale of its high-power
satellite rights to DirecTV.
As a result of those transactions, Primestar began to substantially wind down its operations during the first
quarter of 1999. TWE recognized its share of Primestar' s 1999 losses under the equity method of accounting. Such losses
are included in interest and other, net, in the accompanying consolidated statement of operations. As of September 30,
1999, Primestar has substantially completed the wind down of its operations. As such, future wind-down losses are not
expected to be material to TWE's operating results.
53
TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENT~Continued)
(Unaudited)
5. INVENTORIES
Inventories consist of:
Fihn costs:
Released, less amortization............................. ........... ..... .... ..........
Completed and not released..........................................................
In process and other ......................................................................
Library, less amortization .............................................................
PrOgramming costs, less amortization ...............................................
Merchandise ......................................................................................
Total.......... .... ........ .............. .... ... ......... ....... ... ............ ................... .....
Sentember 30.1999 December 31.1998
Current Nonc:urrent Current Nonc:urrent
(millions)
$ 609 $ 735 $ 614 $ 744
164 64 179 76
36 324 23 572
521 560
331 377 426 375
~ - -1Q -
~ ~ ~ ~
6. PREFERRED STOCK OF SUBSIDIARY
In February 1997, a newly formed, substantially owned subsidiary ofTWE (the "REIT") issued 250,000 shares
of preferred stock ("REIT Preferred Stock"). The REIT was intended to qualify as a real estate investment trust under
the Internal Revenue Code of 1986, as arnended.
In March 1999, the REIT redeemed all of its shares of REIT Preferred Stock at an aggregate cost of$217
million, which approximated net book value. The redemption was funded with borrowings under TWE's bank credit
agreement. Pursuant to its terms, the REIT Preferred Stock was redeemed as a result of proposed changes to federal tax
regulations that substantially increased the likelihood that dividends paid by the REIT or interest paid to the REIT under
a mortgage note ofTWE would not be fully deductible for federal income tax purposes.
7. PARTNERS' CAPITAL
TWE is required to make distributions to reimburse the partners for income taxes at statutory rates based on
their allocable share of taxable income, and to reimburse Time Warner for stock options granted to employees ofTWE
based on the amount by which the market price of Time Warner Inc. common stock exceeds the option exercise price
on the exercise date or, with respect to options granted prior to the TWE capitalization on June 30, 1992, the greater of
the exercise price or the $13.88 market price of Time Warner Inc. connnon stock at the time of the TWE capitalization.
TWE accrues a stock option distribution and a corresponding liability with respect to unexercised options when the
market price of Time Warner Inc. common stock increases during the accounting period, and reverses previously accrued
stock option distributions and the corresponding liability when the market price of Time Warner Inc. common stock
declines.
During the nine months ended September 30, 1999, TWE accrued $316 million of tax-related distributions and
$67 million of stock option distributions, based on closing prices of Time Warner Inc. connnon stock of $60.75 at
September 30, 1999 and $62.06 at December 31, 1998. During the nine months ended September 30, 1998, TWE
accrued $264 million of tax-related distributions and $482 million of stock option distributions as a result of an increase
at that time in the market price of Time Warner Inc. common stock. Also, during the nine months ended September 30,
1998, Time Warner Cable's business telephony operations were reorganized into a separate entity named Time Wamer
Telecom Inc. ("Time Warner Telecom"). In connection with that reorganization, TWE recorded a $191 million noncash
distribution of its business telephony net assets to its partners based on their historical cost.
During the nine months ended September 30, 1999, TWE paid distributions to the Time Warner General
Partners in the amount of $489 million, consisting of$316 million of tax-related distributions and $173 million of stock
option related distributions. During the nine months ended September 30, 1998, TWE paid the Time Warner General
Partners distributions in the amount of $1.060 billion, consisting of $264 million of tax-related distributions, $217 million
54
TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENT~Continued)
(Unaudited)
of stock option related distributions and a $579 million distribution to the Time Warner General Partners relating to their
Senior Capital interests.
In July 1999, TWE borrowed $627 million under its bank credit agreement and paid a distribution to the Time
Warner General Partners to redeem the remaining portion of their senior priority capital interests, including a priority
capital return of $173 million. Time Warner used a portion of the proceeds received from this distribution to repay all
$400 million of outstanding borrowings under its credit agreement with TWE.
8. SEGMENT INFORMATION
TWE classifies its business interests into three fundamental areas: Cable Networks, consisting principally of
interests in cable television programming; Filmed Entertainment, consisting principally of interests in filmed
entertainment, television production and television broadcasting; and Cable, consisting principally of interests in cable
television systems.
Information as to the operations ofTWE in different business segments is set forth below based on the nature
of the products and services offered. TWE evaluates performance based on several factors, of which the primary financial
measure is business segment operating income before noncash amortization of intangible assets ("EBITA"). The
operating results ofTWE's cable segment reflect: (i) the transfer of Time Warner Cable's direct broadcast satellite
operations to Primestar, a separate holding company, effective as of April 1, 1998, (ii) the formation of the Road Runner
joint venture to operate and expand Time Warner Cable's and MediaOne's existing high-speed online businesses,
effective as of June 30, 1998, (iii) the reorganization of Time Warner Cable's business telephony operations into a
separate entity now named Time Warner Telecom Inc., effective as of July 1, 1998 and (iv) the formation of a joint
venture in Texas that owns cable television systems serving approximately 1.1 million subscribers, effective as of
December 31, 1998 (collectively, the "1998 Cable Transactions"). These transactions are descnbed more fully in TWE's
1998 Form lO-K.
Revenues
Filmed Entertainment-Warner Bros. ............ ......... ..................... ........
Broadcasting-The WB Network ........................................................
Cable Networks-HBO.......................... ............. .... .............................
Cable ...................................................................... ...........................
Intersegment elimination...................................................................
Three Months Nine Months
Ended Seotember 30. Ended Seotember 30.
1999 ..Jm.... ...!222- 1998
(millions)
$1,862 $1,727 $4,688 $4,364
84 64 246 170
540 505 1,612 1,526
1,124 1,052 3,312 3,289
.JJl.Q) -!..ill) (390) ~
aw ~ ~ ~
Total ..................................................................................................
55
TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
EBITA(l)
Filmed Entertainment-Warner Bros. (2) ................. ..............................
Broadcasting-The WB Network ............................. ..................... ......
Cable N etworks-HBO................. ............. ........................ ..................
Cable(J) . ........ ...... ... ..... ............ ..... ................. ..... ......... ..... .... .......... ....
Total... ..... ..... ............ ........... ... ........ ..... ...... ............... ..... ........ ...... ......
Three Months Nine Months
Ended SePtember 30. Ended September 30.
...1222.... -122L ...1222.... ...!.22!
(millions)
$180 $161 $ 658 $ 401
(24) (17) (95) (78)
138 117 394 339
699 336 2.135 1.017
~ 1S.21 am ~
(l) EBIT A represents business segment operating income before noncash amonization of intangible assets. After deducting arnortization of intangible
assets, lWE's business segment operating income for the three and nine months ended September 30, 1999, respectively, and for the corresponding
periods in the prior year was $863 million and $2.726 billion in 1999 and $468 million and $1.292 billion in 1998.
(2) Includes a net pretax gain of approximately $215 million recognized in the first quaner of 1999 in connection with the early termination and
settlement of a long-term home video distribution agreement
(3) Includes net pretax gains relating to the sale or exchange of certain cable television systems of $358 miIlion in the third quarter of 1999 and $6 million
in the third quarter of 1998. Similarly, nine-month results include net pretax gains of$I.118 billion in 1999 and $90 million in 1998.
Depreciation of Property, Plant and Equipment
Filmed Entertainment- Wamer Bros. ........................ ........... ...............
Broadcasting-The WB Network ........................................................
Cable Networks-HBO ....................... .... ......................... ....................
Cable .................................................................................................
Total ................................................................ ..................................
Amortization of Intangible Assets (I)
Filmed Entertainment-Warner Bros...................................................
Broadcasting-The WB Network ........................................................
Cable Networks-HBO.... ........ ............. ...... ......... ...................... ..........
Cable ..................................................... ............................................
Total ................................................................................. .................
Three Months Nine Months
Ended Seotember 30. Ended SeDtember 30.
...!!22.. 1998 ...!!22... -122!.
(millions)
$44 $48 $109 $126
1 1 1
7 6 20 16
175 174 502 555
~ ~ W2 ~
Three Months Nine Months
Ended SeDtember 30. Ended SeDtember 30.
...!!22.. 1998 ...!!22... -122!.
(millions)
$ 30 $ 33 $ 91 $ 99
1 3 2
99 ...22 272 286
s.uo Sl22 D2Q U[Z
(1) Amortization includes amortization relating to all business combinations accounted for by the purchase method, including Time Warner's $14 billion
acquisition ofWCI in 1989 and $1.3 billion acquisition of the minority interest in ATC in 1992.
9. COMMITMENTS AND CONTINGENCIES
TWE is subject to numerous legal proceedings. In management's opinion and considering established reserves,
the resolution of these matters will not have a material effect, individually and in the aggregate, on TWE's consolidated
financial statements.
56
TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENT~Continued)
(Unaudited)
10. ADDITIONAL FINANCIAL INFORMATION
Interest expense ....... ........ ...... ..... .................. ........... ........ .......... .... .............................................
Cash payments lDllde for interest ................................................................................................
Cash payments lDllde for income taxes, net ................................................................................
Noncash capital distributions................................................................................ ......................
Nine Months
Ended SePtember 30.
1999 1998
(millions)
$411 $418
394 419
84 57
67 673
Noncash investing activities included the exchange of certain cable television systems in 1999 and 1998 (see
Note 3). Noncash investing activities in the first nine months of 1998 also included the transfer of cable television
systems (or interests therein) serving approximately 650,000 subscribers that were formerly owned by subsidiaries of
Time Warner to the TWE-Advance/Newhouse Partnership, subject to approximately $1 billion of debt, in exchange for
CODDllOn and preferred partnership interests therein, as well as certain related transactions (collectively, the "TWE-A/N
Transfers"). For a more comprehensive description of the TWE-A/N Transfers, see TWE's 1998 Form 1O-K.
57
Part D. Other Information
Item 1. Legal Proceedings.
Reference is made to the various actions filed against American Family Enterprises ("AFE"), a company
engaged in magazine sweepstakes solicitations which is 50% owned by a subsidiary of Time Inc., described on page 1-42
of Time Warner's Annual Report on Form 10-K for the year ended December 31, 1998 (the "1998 Form 10-K"). On
October 29, 1999, AFE f1led for bankruptcy protection pursuant to Chapter 11 of the Bankruptcy Code. In conjunction
with the bankruptcy filing, APE has also announced a settlement in principle of the consolidated private actio~ presently
pending against it in Federal court, the terms of which remain confidential. Private actions pending against AFE in
various State courts have been stayed and Time Warner expects these actions to be resolved by the operation of the
Federal court settlement and the bankruptcy proceedings. Time Warner does not expect that the outcome of the
bankruptcy proceedings and the .costs of settlement of such actions will be material to its future operating results and
fmancial condition.
Reference is made to the consolidated actions referenced as In re Compact Disc Antitrust Litigation descnbed
on pages 1-40 and 1-41 of Time Warner's 1998 Form lQ-K. The Court has scheduled trial to commence on February 14,
2000. Plaintiffs claim substantial and treble damages against all record company defendants.
Reference is made to the lawsuit filed by former President of Indonesia H.M. Suharto against Time Inc. Asia
described on page 64 of Time Warner's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999. The
Indonesian Court has denied a pre-trial motion contesting jurisdiction. Further pre-trial proceedings have been scheduled
and Time Inc. Asia expects that trial will commence shortly thereafter.
Reference is made to the litigation entitled Parker, et aI. v. TWE, et al., described on page 1-42 of Time Warner's
1998 Form 1 O.K. The Court, on reconsideration of its earlier decision to grant defendants' motion to dismiss this action,
as had been reported on page 50 of Time Warner's Quarterly Repot on Form 100Q for the quarter ended March 31, 1999,
has now denied that motion.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as a part of
this report and such Exhibit Index is incorporated herein by reference.
(b) Reoorts on Form 8-K.
(i) Time Warner filed a Current Report on Form 8-K dated July 12, 1999 in which it reported in
Item 5 that Time Warner had entered into an agreement with CDNOW, Inc. and Sony Corporation of America to
combine the businesses of CDNOW and Columbia House.
(ii) Time Warner filed a Current Report on Form 8-K dated August 3, 1999 reporting in Item 5 Time
Warner's consolidation, for accounting purposes, of the Entertainment Group (which substantially consists ofTWE)
retroactive to the beginning of 1999.
58
TIME WARNER INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalfby the undersigned thereunto duly authorized.
Dated: November 12,1999
TIME WARNER INC.
(Registrant)
By: Isl JosCDh A. RiDD
Name: Joseph A. Ripp
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Pursuant to Item 601 of Regulations S-K
Exhibit No.
Description of Exhibit
27.1
Financial Data Schedule with respect to the period ending September 30, 1999.
27.2
Restated Financial Data Schedule with respect to the period ending March 31, 1999.
23.3
Restated Financial Data Schedule with respect to the period ending June 30, 1999.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM lO-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998.
Commission file number 1-12259
TIME WARNER INC.
(Exad name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
13-3527249
(I.R.S. Employer
Identification No.)
75 Rockefeller Plaza, New York, N.Y.
(Address of principal executive offices)
10019
(Zip Code)
Registrant's telephone number, including area code: (212) 484-8000
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value
Rights to Purchase Series A Participating Cumulative Preferred Stock
Name of each exchange
00 which registered
Title of each class
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Sec\!.rities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to
such filing requirements for the past 90 days. Yes 181 No 0
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form IQ-K or any amendment to this
Form IO-K. 0
As of March 15, 1999, there were 1,133,899,660 shares of registrant's Common Stock and 57,061,942
shares of registrant's Series LMCN-V Common Stock outstanding. The aggregate market value of the
registrant's voting securities held by non-affiliates of the registrant (based upon the closing price of such shares
on the New York Stock Exchange Composite Tape on March 15, 1999) was approximately $70.65 billion.
DOCUMENTS INCORPORATED BY REFERENCE:
Description of document
Part of the Form 10-K
Portions of the Definitive Proxy Statement to be
used in connection with the registrant's
1999 Annual Meeting of Stockholders.
Part III (Item 10 through Item 13)
~
~
z
~
~
~
:E
I--l
~
~
co
co
-
IX: U
(.l,;IZ
Z-
IX: en
~(.l,;I
;;>z
(.l,;I ~
;:;E;:;E
- 0
~u
~
co
co
-
o
Z
~
en
< U
U Z
0-
C5 ;:;E
IX: (.l,;I
a:l~
IX: ;><
(.l,;Itr.l
Z
IX:
:=l
~
~
'--co
~
~
co
~
'"
'"
'" 0 '"
'" z z
~ < ~
~~Q:
",fl'.io
;:gffi~
.....0::;;
..::i
~
co
~
~
=
~
'"
'"
",z
z~
~Q:
co
'" '"
::E!:::
::;;
.:3
'""I
u
Vi
=>
::E
o
z
:c
'"
::i
'"
=>
l:l.
E-
Z
'"
o ::;:
'" z
::i ~
~ffi
E-
z
...
'"
'" :..:
..J '"
'" 0
< ~
ut;j
z
~
g
-
I
~
~
-
It)
iii
N
c.;
-i
>-"'
z
~~
~::2E
Zo
~U
~.....
Z
~~
::2E::2E
~::=
f:5
Q:::
~
.....
Z
~
~
~
=-
....
Ii
'"
..J
'"
<
U
~
.....
~
~
;...-.. =-
...;
-""
'" '"
u :>
z 0
<:I:
~~
<Z
~
CO
~
.... u;
Z
"" 0
0 ::;; '"
'" z a:l
.-- ::;; ~ '"
..J '"
~ '" Z
"" '"
.... $
z
~
'"
:..:
'"
0
-I-- ~o
""a:l
Z::c
'"
..J
'"
<
U
,><,-- ,'",p,",- -~.'-'",~",
'"
'"
Z
'" '"
$ ..J
- '"
<
'" u
::;:
~
~
~
QC
~
'=
z~
<~~
"':;;:
~ZQ
~l;;
E-~
~
~
..,
..;
..,
...
.:;
.9
is
'2
.::,
""
lij
0
.~
5 ...
"
~ "
Q.. .5
11 ~
'e .~
::; .~
11
" .g
~ 0..
...
.:;
~ ~ ~
0
E "" e
~ ...
~ .5
c 0..
E ~ ~
e= ~ "
... " ~
.:; "
- ~ 0..
0 Q.. ""
.z= -;; ~
"
" ~ .; ~
"
~ c c e
0 ~ i 0..
-'" ~
~ ~ i
E 0
~ ~ ] -E
.~ ...
E ~ e
" e= '5
" ] .=
.:; "
'0 .z= :5 "
.. " :0
"" ~ 6
~ .g ~~
'5 ~
1l Q..
~ E E-
i .s 0 ..
0 ~ u .g
€ ...
.:; '5
e .9 1l
e B
] .S ~ .s
'" "
is .": '0
g.z ~
j " ...
- " .5
,,'"
"'- ~
'5 ""
.;;; ':;
~ e ~ ~
] " "
\i c 0
~ E
.~ ~ E
0.. .~ .~ 8
E "
0 '" oE' "
u 'C "
'5
E .S .S .=
5. 5.
~ " " is
... " ~ "
= e 0 e
e= Q.. 5. i:5
::. M ;;,
PART 1
Item I. Business
Time Warner Inc. (the "Company"); together with its consolidated and unconsolidated subsidiaries, is
the world's leading media and entertainment company. The Company classifies its business interests into four
fundamental areas:
· Cable Networks, consisting principally of interests in cable television programming;
· Publishing, consisting principally of interests in magazine publishing, book publishing and direct
marketing;
· Entertainment, consisting principally of interests in filmed entertainment, television production,
television broadcasting, recorded music and music publishing; and
· Cable, consisting principally of interests in cable television systems.
The Company is a holding company that derives its operating income and cash flow from its investments
in its subsidiaries.
In October 1996, the Company completed the merger of Turner Broadcasting System, Inc. ("TBS")
thereby acquiring the remaining approximately 80% interest in TBS that the Company did not already own
(the "TBS Transaction"). As a result of the TBS Transaction, a new parent company with the name "Time
Warner Inc." replaced the old parent company of the same name and the old parent company, which changed
its name to Time Warner Companies, Inc. ("TWCI"), and TBS became separate, wholly owned subsidiaries
of the new parent company. Information on the TBS Transaction is set forth in Note 3, "TBS Transaction," to
the Company's consolidated financial statements, at pages F-38 and F-39 herein. The assets of TWCI consist
primarily of investments in its consolidated and unconsolidated subsidiaries, including Time Warner En-
tertainment Company, L.P. ("TWE"). For convenience, the terms the "Registrant," "Company" and "Time
Warner" are used in this report to refer to both the old and new parent company and collectively to the parent
company and the subsidiaries through which its various businesses are conducted, unless the context otherwise
requires.
TWE
TWE is a Delaware limited partnership that was formed in 1992 to own and operate substantially all of
the business of Warner Bros., Home Box Office and the cable television businesses owned and operated by the
Company prior to such date. Currently, the Company, through its wholly owned subsidiaries, owns general and
limited partnership interests in 74.49% of the pro rata priority capital ("Series A Capital") and residual equity
capital ("Residual Capital") of TWE and 100% of the senior priority capital and junior priority capital of
TWE. The remaining 25.51% limited partnership interests in the Series A Capital and Residual Capital of
TWE are held by a subsidiary of MediaOne Group, Inc. ("MediaOne"). The Company does not consolidate
TWE and certain related companies (the "Entertainment Group") for financial reporting purposes. Two Time
Warner su bsidiaries are the general Partners of TWE. See also "Description of Certain Provisions of the TWE
Partnership Agreement" for additional information about the organization of TWE.
In 1995, TWE formed a cable television joint venture with the Advance/Newhouse Partnership
("Advance/Newhouse") known as TWE-A/N. As of December 31, 1998, TWE-A/N owned cable television
systems (or interests) serving 6.3 million subscribers. TWE is the managing partner ofTWE-A/N, which is
owned 64.8% by TWE, 33.3% by Advance/Newhouse and 1.9% by TWI Cable Inc. For information about
certain transactions affecting TWE-A/N during 1998, see Note 2, ."Cable Transactions," to the Company's
consolidated finanCial statements on pages F-35 through F-38 herein.
Recent Events
On February 1, 1999, the Company announced that it intended to form a joint venture with AT&T Corp.
("AT&T') pursuant to which the joint venture will have the right for up to a 20-year term to offer AT&T-
1-1
branded cable telephone service to residential and small business customers over Time Warner Cable's
existing cable network. Under the preliminary terms announced by the parties, the joint venture will be 77 .5%
owned by AT&T and 22.5% owned by TWE, TWE-A/N and TWI Cable, Inc., collectively. The joint venture
is expected to make payments to Time Warner Cable initially based on the number of homes included in the
cable network that have been upgraded to fiber optic capacity and will pay a monthly fee during the term per
telephony subscriber, subject to guaranteed minimums, and is expected to make future revenue sharing
payments if the joint venture surpasses targeted monthly subscriber revenue levels. The joint venture is also
expected to purchase telephony equipment and fund Time Warner Cable's expenses of installing and
maintaining such equipment. It is expected that AT&T will fund all of the joint venture's negative cash flow.
See also "Management's Discussion and Analysis of Results of Operations and Financial Condition - Cable
Strategy" at pages F-16 through F-18 herein.
The joint venture is subject to the negotiation and execution of definitive agreements,. approval of the final
terms by MediaOne and Advance/Newhouse and certain regulatory and other approvals. No assurances can
be given that such agreements and approvals will be completed or obtained.
Caution Concerning Forward-Looking Statements
This Annual Report on Form 10-K includes certain "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based on management's current
expectations and are naturally subject to uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained herein due to changes in economic, business, competitive,
technological and/or regulatory factors. More detailed information about those factors is set forth on pages
F-22 and F-23 of "Management's Discussion and Analysis of Results of Operations and Financial Condition."
Time Warner is under no obligation to (and expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information, future events or otherwise.
1-2
CABLE NETWORKS
The Company's Cable Networks business consists principally of domestic and international basic cable
networks and pay television programming services and the operation of World Championship Wrestling and
sports franchises. TBS's networks (collectively, the "Turner Networks") constitute the principal component
of the Company's basic cable networks: Cable News Network ("CNN"), CNN International, Headline
News, CNN Financial News Network ("CNNfn"), TBS Superstation, Turner Network Television
("TNT"), Turner Classic Movies, Cartoon Network, CNN /Sports Illustrated and CNN en Espaiiol, all
operated by TBS, which is wholly owned by the Company. TBS also operates several large advertiser-
supported online sites, including the CNN family of Internet sites. Pay television programming consists of the
multichannel HBO and Cinemax pay television programming services (collectively, the "Home Box Office
Services"), operated by the Home Box Office division of TWE ("Home Box Office").
General
The Company, through TBS, is the leading supplier of programming for the basic cable industry in the
United States. The Turner Networks provide a wide variety of movies, sports, general entertainment, all-news
and all-sports news programming. Through TWE's Home Box Office division, the Company distributes HBO,
the leading domestic pay-TV service, as well as Cinemax. HBO and Cinemax offer uncut, commercial-free
motion pictures and high-quality documentaries. In addition, HBO offers sporting and special entertainment
events (such as concerts and comedy shows), and feature motion pictures, mini-series and television series
produced specifically by or for HBO.
The Turner Networks and the Home Box Office Services (COllectively, the "Networks") distribute their
programming via cable and other distribution technologies, including satellite distribution. A separate
distribution subsidiary handles the sales and marketing of all of TBS's domestic basic cable networks to cable,
satellite master antenna television ("SMATV") and multichannel MDS ("MMDS") systems and direct-to-
home satellite ("DTH") distribution companies in the United States. The Networks generally enter into
separate multi-year agreements, known as affiliation agreements, with operators of cable television systems,
SMATV, MMDS and Drn distribution companies that have agreed to carry such Networks. With the
proliferation of new cable networks and services, competition for cable carriage on the limited available
channel capacity has intensified.
The programming produced for the Company's Networks is generally transmitted via C-band or Ku-band
communications satellites from an uplinking terminus and received on receivers located at local operations
centers for each affiliated cable company, or on home satellite dish receivers. Individual dish owners wishing to
receive programming from one of the satellite distribution companies must purchase a consumer decoder from
a local source and arrange for its activation.
The Turner Networks (other than Turner Classic Movies, which is commercial free) generate their
revenue principally from the sale of advertising time and from receipt of monthly per subscriber fees paid by
cable system operators, DTH distribution companies, hotels and other customers (known as affiliates) that
have contracted to receive and distribute such networks. The Home Box Office Services and Turner Classic
Movies, being commercial free, generate their revenue principally from the monthly fees paid by affiliates,
which are generally charged on a per subscriber basis. Individual subscribers to the Home Box Office Services
are generally billed monthly by their local cable company or DTH packager for each service purchased and are
free to cancel a service at any time.
As a result of acquisitions and mergers in the cable television industry in recent years, the percentage of
the Networks' revenue from affiliates that are large DTH distribution companies or multiple system cable
operators, such as Tele-Communications, Inc., a subsidiary of AT&T ("TCI") or Time Warner Cable, has
increased. The Networks attempt to assure continuity in their relationships with affiliates and have entered
into multi-year contracts with affiliates, whenever possible. Although TBS and Home Box Office believe the
prospects of continued carriage and marketing of their respective Networks by the larger affiliates are good,
the loss of one or more of them as distributors of any individual network or service could have a material
adverse effect on their respective businesses.
1-3
Advertising revenue on basic cable networks is a function of the number of advertising spots sold, the
"CPM," which is the average cost per thousand homes charged for such advertising, and market conditions.
The CPM applicable to each network program varies depending upon its ratings (which measure the numbers
of viewers delivered), the type of program and its time slot, which latter factors influence the demographics of
such viewers, which are important to an advertiser. To evaluate the level of its viewing audiences, TBS utilizes
the metered method of audience measurement as provided by A.C. Nielsen. Cable networks which have not
achieved widespread cable system distribution are not able to achieve significant viewing levels and, as a
result, do not command a high CPM for their advertising time.
Turner Networks
Domestic Networks
Effective at year-end 1997, TBS Superstation converted to a copyright-paid cable network from an
independent UHF television station whose signal was retransmitted by a third party common carrier via
satellite. The network, while still transmitted over-the-air in the Atlanta market, is now retransmitted by TBS
and delivered via satellite to cable systems in all 50 states, Puerto Rico and the. Virgin Islands, and has
approximately 76 million subscribers. Its programming includes movies, sports, original productions and
classic television comedies. As a broadcast television station, TBS Superstation relied principally on
advertising revenue and received no direct compensation for its signal from cable systems. As a cable network,
TBS Superstation also receives subscription revenue directly from cable and other distribution systems that
carry the service.
Other entertainment networks produced and distributed by TBS are TNT, which as of December 31,
1998 had approximately 75 million subscribers in the United States; Cartoon Network, with approximately 55
million subscribers in the United States; and Turner Classic Movies, a 24-hour, commercial-free network
which presents classic films from TBS's MGM, RKO and pre-1950 Warner Bros. film libraries and which has
approximately 31 million subscribers. Programming for these entertainment networks is derived, in part, from
the Company's film, made-for-television and animation libraries as to which TBS or other divisions of the
Company own the copyrights, licensed programming, including sports, and original produ~tions. In February,
TBS announced that it will launch a new regional entertainment network, Turner South, in the fall of 1999.
Targeting the Southeast, Turner South will feature movies and sitcoms from the Turner library and original
regional programming such as performance shows, regional news and sports.
TBS has acquired programming rights from the National Basketball Association (the "NBA") to
televise a certain number of regular season and playoff games on TBS Superstation and TNT through the
2001-02 season for which it has agreed to pay fees plus a share of the advertising revenues generated in excess
of specified amounts. TBS Superstation also televises a certain number of baseball games of the Atlanta
Braves, a major league baseball club owned by a subsidiary of TBS, for which rights fee payments are paid to
Major League Baseball's central fund for distribution to all Major League Baseball clubs.
CNN is a 24_hour per day cable television news service which has more than 75 million subscribers.
Together with CNN International, which is distributed outside the United States, CNN reaches more than
200 million homes in 212 countries and territories as of December 31, 1998. In addition to Headline News,
which provides updated half-hour newscasts throughout each day, CNN has expanded its brand franchise to
include CNNfn, launched in December 1995, featuring business and consumer news; and CNN I Sports
Illustrated, a venture with Sports Illustrated, a Time Warner publication, which was launched in December
1996, featuring sports news and features. The Company has also expanded into a number of special market
networks.
CNN owns and operates 34 permanent news bureaus, of which ten are in the United States and 24 are
located around the world. In addition, a network of satellite newsgathering trucks, portable satellite uplinks
and a network of approximately 600 domestic and 200 international broadcast television affiliates on six
continents permit CNN to report live from virtually anywhere in the world. These affiliate arrangements, from
1-4
which CNN obtains substantial news coverage, are generally pursuant to contracts having terms of one or
more years.
International Networks
CNN International ("CNNI") is a television news service which is distributed to multiple distribution
platforms for delivery to cable systems, broadcasters, hotels and other viewers around the world on a network
of 16 regional satellites. In 1997, TBS launched CNN en Espadol, a Spanish language all-news network in
Latin America which, as of December 31, 1998, had 7.6 million subscribers.
Each of CNNI and CNN en EspadoI derives its revenues primarily from fees charged to cable operators,
fees paid by other recipients of the CNNI and CNN en Espaiiol signals, including hotels and over-the-air
television stations, and the sale of advertising time.
TBS also distributes region specific versions of TNT and Cartoon Network, on either a single channel
basis or a combined channel basis, in approximately 120 countries in Latin America and the Caribbean,
Europe, the Middle East, Africa and Asia. Each such network features all or a portion of its schedule in more
than one language through dubbing or subtitling. Revenues from these services are derived both from
subscription fees and advertising sales.
CNN+, a Spanish language 24-hour news network, was launched for distribution in Spain and Andorra
on January 27, 1999. This new network is a SO/50 joint venture between TBS and Sogecable, S.A., an affiliate
of Canal Plus. CNN+ will derive revenues from cable and satellite subscription fees and advertising sales.
Cartoon Network Japan, a Japanese-language, all animation (including a significant amount of locally
sourced, Japanese product) 24-hour network, was launched in Japan in 1997. Cartoon Network Japan is a
joint venture owned 40% by TBS, 40% by ITOCHU and 20% by Time Warner Entertainment Japan Inc.
("TWE Japan"), which is 37.5% owned by Time Warner. Revenue sources for this network include both
subscription and advertising sales.
n-tv, a German language news network currently reaching nearly 40 million homes in Germany and
contiguous countries in Europe, primarily via cable systems and satellite, is 49.8%-owned, in the aggregate, .by
TBS and a division of TWE and managed by TBS. n-tv relies principally on advertising revenues and receives
no compensation for its signal from cable systems. TBS also manages the Company's interest in music video
channels in Germany, Hungary and Asia.
Internet Sites
In addition to its cable networks, TBS operates various advertiser-supported Internet sites. CNN News
Group operates multiple sites, primarily through CNN Interactive. CNN Interactive operates CNN .com as
its general news service and online companion to CNN and six additional web sites, including AlIPolitics.com,
a U.S. political newssite produced in conjunction with TIME magazine and Congressional Quarterly; CNN
CustomNews, a personalized news site operated by Oracle technology; and additional online services in
Spanish, Portuguese, Swedish and Norwegian. The CNN News Group also produces two other major news
sites: CNNfn.com, a unit of CNN Financial News, and CNNSI.com, a sports site developed jointly with
Sports Illustrated. The CNN News Group sites received 4.4 billion page impressions during 1998, more than
double the aggregate traffic of the CNN News Group sites during 1997.
In addition to producing content for the Internet, CNN Interactive produces and distributes CNN digital
content for different platforms and technologies, including pagers, push technology, European teletext and
certain mobile telephone technologies.
In the entertainment field, as of November 1998, TBS's advertiser-supported CartoonNetwork.com was
ranked by Media Metrix (based on audience composition) as one of the top three information and
entertainment sites for children ages two to eleven.
1-5
Home Box Office
HBO, operated by the Home Box Office division of TWE, is the nation's most widely distributed pay
television service, which together with its sister service, Cinemax, had approximately 34.6 million subscrip-
tions as of December 31, 1998. Both HBO and Cinemax are available in multichannel format.
Programming
A majority of HBO's programming and a large portion of that on Cinemax consists of recently released,
uncut and uncensored theatrical motion pictures. Home Box Office's practice has been to negotiate licensing
agreements of varying duration for such programming with major motion picture studios and independent
producers and distributors. These agreements typically grant pay television exhibition rights to recently
released and certain older films owned by the particular studio, producer or distributor in exchange for a
negotiated fee, which may be a function of, among other things, HBO and Cinemax subscription levels and
the films' box office performances.
Home Box Office attempts to ensure access to future movies in a number of ways. In addition to its
exhibition of movies distributed by Warner Bros. and its regular licensing agreements with numerous
distributors, it has agreements with DreamWorks SKG, Regency Entertainment, Sony Pictures Entertain-
ment, Inc. ("Sony Pictures"), and Twentieth Century Fox Film Corporation ("Fox") pursuant to which the
Home Box Office Services have acquired exclusive and non-exclusive rights to exhibit all or a substantial
portion of the films produced, acquired and/or released by these entities during the term of each agreement.
Home Box Office has also entered into. non-exclusive license agreements with Fox, Paramount Pictures
Corporation, Sony Pictures and Walt Disney Pictures for older, library films.
HBO also defines itself by the exhibition of contemporary and sometimes controversial pay television
original movies and mini-series, sporting events such as boxing matches and Wimbledon, sports documenta-
ries and the sports news program "Real Sports," dramatic and comedy specials and series, concert events,
family programming, and documentaries that are produced by independent production companies for initial
exhibition on HBO.
Other Interests
Time Warner Sports, a division of Home Box Office, operates TVKO Pay-Per- View from HBO, an entity
that distributes pay-per-view prize fights and other pay-per-view programming.
In 1998, Home Box Office's own production company, HBO Independent Productions, produced
"Everybody Loves Raymond," in its third season on CBS. Divisions of Home Box Office also produce comedy
programming for HBO, Comedy Central, broadcast networks and syndication. Home Box Office is also co-
owner of a U.K. television production company and of a separate joint venture for the international
distribution of programming.
When it controls the rights, Home Box Office also distributes theatrical films and made-for-pay television
programming to other cable television or pay-per-view services and for home video and distributes its original
programming into domestic syndication and abroad for television and home video viewing.
International
HBO Ole, a 33.46%-owned partnership comprised of TWE (acting through its Home Box Office and
Warner Bros. divisions), a Venezuelan company and two other motion picture companies, operates two
Spanish-language pay television motion picture services, HBO Ole and Cinemax, which are currently
distributed in Central and South America, Mexico and the Caribbean. TWE also has interests in several
advertiser-supported television services distributed by HBO Ole in Latin America. HBO Brasil, another
partnership in which TWE has an interest, distributes Portuguese-language pay television movie services in
Brazil. TWE also has a 40% interest in HBO Asia, a movie-based pay television service which, together with
Cine max, is distributed to various countries in Southeast Asia.
1-6
In addition to the Latin American and Asian ventures, Home Box Office has interests in pay television
services in Hungary, the Czech Republic, the Slovak Republic, Poland and Romania.
Other Basic Cable Network Interests
The Company, through TWE, holds a 50% interest in Comedy Central, an advertiser-supported basic
cable television service, which provides comedy programming. Comedy Central was available in approxi-
mately 56 million homes at year-end 1998.
The Company, through TWE, also holds a 50% interest in Court TV, which was available in
approximately 32 million homes at year-end 1998. Court TV is an advertiser-supported basic cable television
service providing coverage of live and taped legal proceedings during the day and a mix of fictional and real
crime stories in the evening.
Competition
The Networks all face strong competition. Each of the Networks competes with other television
programming services for distribution on the limited number of channels available on cable and other
television systems. All of the Networks compete for viewers' attention with all other forms of programming
provided to viewers, inclUding broadcast networks, local over-the-air television stations, other pay and basic
cable television services, home video, pay-per-view services, online activities and other forms of news,
information and entertainment. In addition, the Networks face competition for programming product with
those same commercial television networks, independent stations, and pay and basic cable television services,
some of which have exclusive contracts with motion picture studios and independent motion picture
distributors. The Turner Networks and TBS's Internet sites compete for advertising with numerous direct
competitors and other media, as well.
The Networks' production divisions compete with other producers and distributors of programs for air
time on broadcast networks, independent commercial television stations, and pay and basic cable television
networks.
Other Cable Network Assets
World Championship Wrestling
Through World Championship Wrestling ("WCW'), TBS produces wrestling programming for TBS
Superstation and TNT, the domestic syndication markets and pay-per-view television. In addition to television
programming, WCW is involved in ancillary businesses such as licensing and merchandising from which it
derives revenues worldwide.
Sports Franchises
Through wholly owned subsidiaries, TBS owns the Atlanta Braves major league baseball club and the
Atlanta Hawks basketball team and has been conditionally granted a National Hockey League expansion
franchise team to be known as the Atlanta Thrashers that will begin play in the 1999-2000 hockey season.
TBS must meet certain sales and other objectives applicable to all other hockey expansion teams prior to a
formal grant of right to operate the hockey team. Each national sports team is subject to the rules and
regulations of the league to which it belongs.
The teams derive income from gate receipts, advertising and related sales, suite sales, local sponsorships
and local media, and share pro rata in proceeds from national media contracts and licensing activities of the
relevant league, as well as expansion fees.
A new, state-of-the-art arena adjacent to CNN Center is under construction and will be the future home
of the Hawks and the Thrashers. The arena is being developed by a TBS subsidiary and the cost of the arena is
being funded primarily with the proceeds from bonds issued by the City of Atlanta-Fulton County Recreation
Authority.
1-7
PUBUSHING
The Company's Publishing business is conducted primarily by Time Inc., a wholly owned subsidiary of
the Company, either directly or through its subsidiaries. Time Inc. is one of the world's leading magazine and
book publishers and is one of the largest direct mail marketers in the world.
Magazines
General
Time Inc. publishes some of the world's best-known magazines, including TIME, PEOPLE, SPORTS
ILLUSTRATED, FORTUNE, MONEY, ENTERTAINMENT WEEKLY and InSTYLE. These
magazines are generally aimed at a broad consumer market. They cover a broad range of topics of interest to
potential readers, including current events, prominent personalities, sports, entertainment, business and
personal finance, and lifestyle.
Each magazine published by Time Inc. has an editorial staff under the general supervision of a managing
editor and a business staff under the management of a president or publisher. Many of the magazines have
numerous regional and demographic editions which contain the same basic editorial material but permit
advertisers to direct their advertising to specific markets. Through the use of selective binding and ink-jet
technology, magazines can create special custom editions targeted towards specific groups of readers.
Magazine production and distribution activities are generally managed by centralized staffs of Time Inc.
Fulfillment activities for Time Inc.'s magazines are generally administered from a centralized facility in
Tampa, Florida. Some of the development properties and overseas operations employ independent fulfillment
services and make their own arrangements for production and distribution.
Time Inc. has expanded its core magazine businesses through the development of product extensions.
These are generally managed by the individual magazines and involve specialized editions aimed at particular
readership groups, publication of editorial content developed by the magazine staffs through different media,
such as the Internet, hardcover books and television, and use of the brand name and reach of the core
publications to expand into related products, such as merchandise. In June 1998, CNN and Time Inc.
launched CNN Newstand. a collaboration between CNN and TIME, FORTUNE and ENTERTAINMENT
WEEKLY which airs four nights a week on CNN.
Description of Magazines
The Company's magazines and their areas of interest are summarized below:
TIME, which celebrated its 75th anniversary in 1998, summarizes the news and brings original
interpretation and insight to the week's events, both national and international, and across the spectrum of
politics, business, entertainment, sports, societal trends, health, and other areas of general consumer interest.
TIME has also developed additional publications aimed at particular reader segments such as TIME FOR
KIDS, an in-school weekly news magazine, and TIME DIGITAL, a supplement to TIME which covers
technology-related issues. TIME also has five weekly English-language editions which circulate outside the
United States: TIME Asia, TIME Atlantic, TIME Canada, TIME Latin America, and TIME South Pacific.
SPORTS ILLUSTRATED is a weekly news magazine that covers virtually all forms of recreational and
competitive sports. In addition, SPORTS ILLUSTRATED has developed SPORTS ILLUSTRATED FOR
KIDS, a monthly sports-oriented magazine geared to children, and a special edition, GOLF PLUS. New
venues for its editorial content have also been developed, including CNN /Sports Illustrated, a sports news
cable television network and web site that is operated as a joint venture between SPORTS ILLUSTRATED
and CNN.
PEOPLE is a weekly magazine which reports on celebrities and other notable personalities in the fields of
politics, sports and entertainment, or who otherwise come to prominent public attention due to acts of
heroism, tragedy or other aspects of general human interest. PEOPLE has recently developed two PEOPLE
1-8
offspring: PEOPLE en Espaiiol, a Spanish-language edition aimed primarily at Hispanic readers in the United
States launched in 1997, and TEEN PEOPLE, aimed at teenage readers, launched in 1998. WHO WEEKLY
is an Australian version of PEOPLE.
Time Inc. has other magazines also directed at readers' interests in celebrities and entertainers.
InSTYLE is a monthly magazine which focuses on celebrity lifestyles and includes reports and advice on
beauty and fashion. ENTERTAINMENT WEEKLY is a weekly magazine which includes reviews and
reports on television, movies, video, music, books, and multimedia and also offers entertainment-related
merchandise directly to consumers.
FORTUNE is a bi-weekly magazine which reports on worldwide economic and business developments.
FORTUNE also provides extensive coverage of the activities of major or noteworthy corporations and
business personalities, and compiles the annual FORTUNE 500 list of the largest U.S. corporations. MONEY
is a monthly magazine which reports primarily on personal finance and provides information on -topics such as
investing, planning for retirement and financing children's college educations. Time Inc. also publishes YOUR
COMPANY, a bi-monthly magazine focusing on success stories, growth advice and operational issues for
small businesses, and in 1998 acquired MUTUAL FUNDS, a monthly magazine featuring extensive reports
on mutual funds, including stories about retirement and college planning.
LIFE is a monthly magazine which features photographic essays of important news events, prominent
personalities and meaningful vignettes of the lives of ordinary people. LIFE also publishes hardcover books
that include contemporary and historical photographs of note from its extensive collection.
Time Inc. also publishes several regional magazines including SOUTHERN LIVING, a monthly
regional home, garden, food and travel magazine focused on the South, published by Southern Progress
Corporation ("Southern Progress"), and SUNSET, The Magazine of Western Living, a monthly focused on
western lifestyles published by Sunset Publishing Corporation ("Sunset Publishing"). COOKING LIGHT is
published ten times a year and promotes health and fitness through active lifestyles and good nutrition.
Southern Progress also publishes SOUTHERN ACCENTS, a bi-monthly magazine that features architec-
ture, fine homes and gardens, arts and travel, COASTAL LIVING, a bi-monthly magazine for people who
"love the coast," PROGRESSIVE FARMER, a monthly regional farming magazine and WEIGHT
WATCHERS, a magazine published nine times a year under a license from Weight Watchers International,
Inc.
Time Publishing Ventures, Inc. ("TPV") manages Time Inc.'s specialty publishing titles. Parents and
families are addressed by PARENTING and BABY TALK, both of which are published ten times a year. In
1998, TPV acquired First Moments, Inc., a sampling company that targets newlyweds and new mothers.
HEALTH is a women's consumer magazine about health and fitness published eight times in 1998 and
HIPPOCRATES is a monthly trade magazine targeted at primary care physicians. TPV also publishes THIS
OLD HOUSE magazine ten times a year pursuant to a licensing arrangement with public television station
WGBH in Boston based on the popular home renovation television series.
Time Inc.'s international operations include both regional versions of some of its core magazines,
including TIME, PEOPLE and FORlUNE, as well as publications whose editorial content and focus are
outside the United States. Such magazines include WALLPAPER, PRESIDENT, DANCYU, and
ASIA WEEK.
Time Inc. also has management responsibility for most of the American Express Publishing Corpora-
tion's operations, including its core lifestyle magazines TRAVEL & LEISURE and FOOD & WINE, as well
as DEPARTURES magazine, which is a controlled circulation magazine distributed to holders of the
Platinum Card issued by American Express. In 1998, American Express Publishing launched TRAVEL &
LEISURE GOLF magazine. Time Inc. receives a fee for managing these properties.
Time Inc. Custom Publishing is a marketing division of Time Inc. producing magazines and newsletters
for corporate clients utilizing content from Time Inc. magazines and archival photography from the Time Inc.
photography collection, as well as original content.
1-9
Circulation
Time Inc.'s magazines are sold primarily by subscription and delivered to subscribers through the mail.
Subscriptions are sold by direct mail and online solicitation, subscription sales agencies, television and
telephone solicitation and insert cards in Time Inc. magazines and other publications. Single copies of
magazines are sold through retail news dealers and other consumer magazine retailers, such as supermarkets,
drug stores, and discount stores, which are supplied by wholesalers or directly from a Time Inc. subsidiary.
Circulation drives the advertising rate base, which is the guaranteed minimum paid circulation level on
which advertising rates are based. The Time Inc. titles with the 10 highest rate bases on December 31, 1998
were:
Title
Rate Base
TIME ...........................................................
PEOPLE. . . . . . .. . ; . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SPORTS ILLUSTRATED ............... . . . . . . . . . . . . . . . . . . . . . . . . . .
SOUTHERN LIVING.............................................
MONEY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LIFE.................... ........ ................................
SUNSET ........................................................
COOKING LIGHT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ENTERTAINMENT WEEKLy....................................
PARENTING............ ........................................
4,000,000
3,250,000
3,150,000
2,450,000
1,900,000
1,500,000
1,425,000
1,350,000
1,350,000
1,350,000
Time Distribution Services Inc. ("TDS") is a national distribution company responsible for the re~il
sales, distribution, marketing and merchandising of single copies of periodicals for Time Inc. and other
publishers. TDS distributes periodicals either through a magazine wholesaler network which services retail
outlets such as newsstands, supermarkets, convenience and drug stores or in some cases directly to retailers.
Warner Publisher Services Inc. ("WPS") is a major distributor of magazines and paperback books sold
through wholesalers in the United States and Canada. WPS is the sole national distributor for MAD
magazine, the publications of DC Comics, and certain publications and paperback books published by other
publishers, including Conde Nast, Petersen and Ziff-Davis.
Advertising
Advertising carried in Time Inc. magazines is predominantly consumer advertising. In 1998, Time Inc.
magazines. accounted for 21 % of the total advertising revenue in consumer magazines, as measured by the
Publishers Information Bureau ("PIB"), which measures advertising placed in consumer magazines. Time
Inc. had the three leading magazines in terms of advertising dollars and seven of the top 25:
Title PIB Rank
PEOPLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
TIME ............................................................ 2
SPORTS ILLUSTRATED. . . . .. .. .... .. . . . . .. . .. . . . . . . . ... . .. .. . .. . 3
FORTUNE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ENTERTAINMENT WEEKLY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
MONEY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . 21
SOUTHERN LIVING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
The five leading categories of advertising carried in Time Inc. magazines in 1998, according to PIB were,
in descending order, domestic automobile manufacturers, toiletries and cosmetics, food, computers and
financial. Time Inc. places local advertising for local and national advertisers through its subsidiary, Media
Networks, Inc. ("MNI"). MNI partners with some of the country's leading national magazines, including
1-10
several Time Inc. magazines, to offer local marketers the opportunity to advertise to select targeted areas
defined by sectional postal centers.
Paper and Printing
Lightweight coated paper constitutes a significant component of physical costs in the production of
magazines. Time Inc. has contractual commitments to ensure an adequate supply of paper, but periodic
shortages may occur inthe event of strikes or other unexpected disruptions in the paper industry. During 1998,
Time Inc. purchased paper principally from six independent manufacturers, with the larger relationships under
contracts that, for the most part, are either fixed-term or open-ended at prices determined on a market price or
formula price basis.
Printing and binding for Time Inc. magazines are accomplished primarily by major domestic and
international independent printing concerns in approximately 20 locations. Magazine printing .contracts are
either fixed-term or open-ended at fixed prices with, in some cases, adjustments based on certain criteria.
Online Media
Time Inc. New Media ("New Media"), the online unit of Time Inc., is one of the largest creators of
online digital content, producing electronic versions of TIME, PEOPLE, FORTUNE, MONEY, EN-
TERT AINMENT WEEKLY and LIFE. New Media also develops and manages new brands that are
accessible only on tbe Internet, such as "Ask Dr. Well" and "ParentTime". New Media launched the
Pathfinder online network in November 1994 to provide easy access and simple navigation to Time Inc.'s
websites. The sites generate revenue from advertising, subscription-based access and fee-based downloads to
premium content, selected e-commerce offerings, and the licensing of digital content. In 1998, New Media
agreed to make its beavily trafficked PEOPLE online content available exclusively on AOL's proprietary
network starting in early 1999. TEEN PEOPLE has also entered into an exclusive arrangement with AOL.
Also in 1999, Time Inc. announced that it will direct a major expansion of Time Warner's e-commerce effort.
Direct Marketing
Time Life
Time Life Inc. is one of the nation's largest direct marketers of continuity series of books, music and
videos. In addition to continuity series, it sells single products and products in sets. Its products are sold by
direct response, including mail order, television and telephone, through retail, institutional and learning
channels, catalogs, and in some markets by independent distributors. Time Life products are currently sold in
over 25 languages worldwide.
Editorial material for its books is created by in-house staffs as well as through outside publishers. Music
and video rights are acquired through outside sources and compiled internally into finished products. Time
Life's domestic direct response fulfillment activities are conducted from a centralized facility in Richmond,
Virginia. Fulfillment of other business lines is done through a combination of in-house and outside fulfillment
companies.
Book-of-the-Month Club
Book-of-the-Month Club, Inc. ("BOMC") currently operates eleven distinct book clubs and two
continuity businesses with a combined membership of more than 4.5 million. Two of the clubs, Book-of-the-
Month Club and Quality Paperback Book Club, are general interest clubs; other clubs specialize in history,
business, children's books, women's lifestyle, spiritual, self-help and health topics, or the books of a particular
author. In addition, multimedia, audio and video products and other merchandise are offered through the
clubs. BOMC operates in over 40 countries worldwide.
1-11
BOMC acquires the rights from publishers to manufacture and distribute books and then has them
printed by independent printing concerns. BOMC operates its own fulfillment and warehousing operations in
Mechanicsburg, Pennsylvania.
American Family Publishers
A wholly-owned subsidiary of Time Inc. is a 50% partner in the parent entity of American Family
Publishers ("AFP"), whose principal business is selling magazine subscriptions through the use of sweep-
stakes promotions. Time Inc. has no management role in the day-to-day operation of AFP's business. During
1998, a number of state attorneys general launched investigations of AFP's sweepstakes business, while other
atttorneys general and private plaintiffs filed lawsuits that alleged AFP's mailings were misleading. AFP has
entered into an assurance of voluntary compliance ("A VC") with a number of states, and has substantially
revised the wording of its sweepstakes mailings to conform with the A Vc. These matters have had a
significant adverse impact on AFP's business. See also Item 3, "Legal Proceedings" for additional information
about the AFP matters.
Books
Trade Publishing
Time Inc.'s trade publishing operations are conducted primarily by Time Warner Trade Publishing Inc.
through its two major publishing houses, Warner Books and Little, Brown. In 1998, Time Warner Trade
Publishing placed 31 books on The New York Times best-seller lists.
Warner Books
Warner Books primarily publishes hardcover, mass market and trade paperback books. Among its best
selling hardcover books in 1998 were "Simple Abundance," by Sarah Ban Breathnach; "The Weaver," by
David Baldacci and "The Celestine Vision," by James Redfield. Best selling mass market paperbacks in 1998
included "Jack & Jill," by James Patterson; "The Notebook," by Nicholas Sparks and "Blood Work," by
Michael Connelly.
Time Warner Audiobooks develops and markets audio versions of books and other materials pu blished by
both Warner Books and Little, Brown.
Little, Brown
Little, Brown publishes general and children's trade books. Through its subsidiary, Little, Brown and
Company (U.K.) Ltd., it also publishes general hardcover and mass market paperback books in the United
Kingdom. Among the trade hardcover best-sellers published by Little, Brown in 1998 were: "Cat & Mouse,"
by James Patterson; "Making Faces," by Kevyn Aucoin and "The Dark Side of Camelot," by Seymour M.
Hersh.
Little, Brown handles book distribution for itself and Warner Books as well as other publishers through its
new state-of-the-art distribution center in Indiana. The marketing of trade books is primarily to retail stores
and wholesalers throughout the United States, Canada and the United Kingdom. Through their combined
United States and United Kingdom operations, Little, Brown and Warner Books have the ability to acquire
English-language publishing rights for the distribution of hard and soft-cover books throughout the world.
Oxmoor House and Sunset Books
Oxmoor House, Inc., a subsidiary of Southern Progress, markets how-to books on a wide variety of topics
including food and crafts, and Leisure Arts, Inc., also a subsidiary of Southern Progress, is a well-established
publisher and distributor of instructional leaflets, continuity books series and magazines for the needlework
and crafts markets. Sunset Books, the book publishing division of Sunset Publishing, markets books on topics
1-12
such as building and decorating, cooking, gardening and landscaping, and travel. Sunset Books' unique
marketing formula includes an extensive distribution network of home repair and garden centers.
Postal Rates
Postal costs represent a significant operating expense for the Company's publishing activities. In
January 1999, the United States post office raised postal rates for all classes of mail.
Publishing operations strive to minimize postal expense through the use of certain cost-saving measures,
including the utilization of contract carriers to transport books and magazines to central postal centers. It has
been the Company's practice in selling books and other products by mail to include a charge for postage and
handling, which is adjusted from time to time to partially offset any increased postage or handling costs.
Competition
Time Inc.'s magazine and Internet media operations compete for audience and advertising with
numerous other publishers and retailers, as well as other media. These businesses compete for advertising
directed at the general public and also advertising directed at more focused demographic groups.
Time Inc.'s book publishing operations compete for sales with numerous other publishers and retailers as
well as other media In addition, the acquisition of publication rights to important book titles is highly
competitive, and Warner Books and Little, Brown Compete with numerous other book publishers. TDS and
WPS compete directly with other distributors operating throughout the United States and Canada in the
distribution of magazines and paperback books.
Time Inc.'s direct marketing operations compete with other direct marketers through all media for the
consumer's attention. In addition to the traditional media sources for product sales, the Internet is becoming a
strong vehicle in the direct marketing business.
ENTERTAINMENT
The Company's Entertainment businesses produce and distribute theatrical motion pictures, television
shows, animation and other programming, distribute home video product. operate The WB Television
Network, maintain advertiser-supported entertainment sites on the Internet. license rights to the Company's
characters, operate retail stores featuring consumer products based on the Company's characters and brands,
operate theme parks and motion picture theaters internationally and also produce and distribute recorded
music. All of the foregoing businesses are principally conducted by Warner Bros., which is a division of TWE,
except the recorded music business which is wholly owned by the Company and is not part of TWE.
The filmed entertainment business also includes New Line Cinema Corporation ("New Line") and
Castle Rock Entertainment ("Castle Rock"), as well as the Turner libraries, which include Hanna-Barbera,
MGM, RKO and classic Warner Bros. films and animated shorts. These businesses are wholly owned by the
Company and are not a part of TWE, although TWE performs and is compensated for certain distribution and
other services for many of these businesses.
The Company, through its wholly owned Warner Music Group division ("WMG"), is in the business of
discovering and signing musical artists and manufacturing, packaging, distributing and marketing their
recorded music. WMG also operates Warner/Chappell, a wholly owned music publishing business with offices
around the world, and is a joint venture partner of music and video clubs in North America through its 50%
ownership of The Columbia House Company.
The Company's Entertainment operations are conducted in the United States and around the world.
During 1998, approximately 42% of worldwide theatrical revenues and more than 52% of WMG's recorded
music revenues were generated outside the United States.
1-13
Filmed Entertainment - Warner Bros.
Warner Bros. Feature Films
Warner Bros. produces feature films both wholly on its own and under co-financing arrangements with
other motion picture companies. Warner Bros. also acquires for distribution completed films produced by
others. Acquired distribution rights may be limited to specified territories, media and/or periods of time. The
terms of Warner Bros.' agreements with independent producers and other entities are separately negotiated
and vary depending upon the production, the amount and type of financing by Warner Bros., the media and
territories covered, the distribution term and other factors. In some cases, producers, directors, actors, writers
and others participate in the proceeds generated by the motion pictures in which they are involved.
feature films are licensed to exhibitors under contracts that provide for the length of the engagement,
rental fees, which may be either a percentage of box office receipts, with or without a guarantee of a fixed
minimum, or a fiat sum and other relevant terms. The number of feature films that a particular theater
exhibits depends upon its policy of program changes, the competitive conditions in its area and the quality and
appeal of the feature films available to it. Warner Bros. competes with all other distributors for playing time in
theaters.
In response to the rising cost of producing theatrical films, Warner Bros. has signed joint venture
agreements with several companies to co-finance films, decreasing its financial risk while retaining substan-
tially all worldwide distribution rights. Warner Bros. and Canal Plus have formed a joint venture, known as
Bel-Air Entertainment, to co-finance on primarily a 50/50 basis the production, overhead and development
costs of a total of approximately 10 to 20 motion pictures through 2003. Warner Bros. acquired all distribution
rights in the U.S. and Canada and substantially all international distribution rights to these pictures. Warner
Bros. will advance marketing and distribution costs in the territories where it distributes and will receive a
distribution fee in connection with the exploitation of the pictures. "Message in a Bottle" was released under a
separate arrangement with Bel-Air in the first quarter of 1999.
In 1998 Warner Bros. entered into an agreement with Village Roadshow Pictures ("VRP") to co-finance
under a cost sharing arrangement the production of up to 20 motion pictures over a five-year period.
Approximately 50% of the production costs of those pictures will be provided by Warner Bros. and the balance
will be provided by VRP. Warner Bros. will acquire all distribution rights in the U.S. and Canada and
substantially all international distribution rights to the co-financed pictures. Warner Bros. will advance
marketing and distribution costs in the territories in which it distributes and will receive a distribution fee in
cOnnection with the exploitation of the pictures. "Practical Magic" was co-financed under this arrangement
and distributed by Warner Bros. during 1998. Among others, "Analyze This," "Gossip," "Three Kings" and
"The Matrix" are scheduled for release in 1999.
Warner Bros. and Polygram filmed Entertainment ("Polygram") have agreed to co-finance on a 50/50
basis through 2000 the production, overhead and development costs of motion pictures produced or acquired
by Castle Rock, a subsidiary of Time Warner. Warner Bros. and Polygram (now Universal Studios) will each
acquire distribution rights in the U.S. and Canada to half of the Castle Rock pictures and international
distribution rights to the other half on an alternating basis. Warner Bros. and Polygram will each advance
marketing and distribution costs in connection with the exploitation of the Castle Rock pictures. During 1998,
Warner Bros. distributed "The Last Days of Disco," internationally, under this arrangement. Among the
Castle Rock releases anticipated for 1999 are "Mickey Blue Eyes" and "The Green Mile," which will be
distributed by Warner Bros. domestically;
Warner Bros. has extended the term of its distribution servicmg agreements with Morgan Creek
Productions Inc. ("Morgan Creek") through up to June 2003 pursuant to which, among other things, Warner
Bros. provides domestic distribution services for all Morgan Creek pictures for a period of ten years from
delivery of a picture, and certain foreign distribution services for selected pictures. Under this arrangement,
Warner Bros. released "Wrongfully Accused," "Incognito" and "Major League 3" in 1998.
1-14
Warner Bros.' co-financing and distribution agreement with Monarchy Enterprises C.V. and Regency
Entertainment U.S.A. ("Monarchy/Regency") expired in 1998. Warner Bros. distributed "Dangerous
Beauty" and "The Negotiator" for Monarchy/Regency and released "City of Angels" as a co-financed picture
with them in 1998.
During 1998, Warner Bros. released 27 motion pictures for theatrical exhibition, of which 15 were
produced by or with others and four were released solely in international markets. The following motion
pictures, among others, were released by Warner Bros. in 1998: "City of Angels," "Lethal Weapon 4,"
"Practical Magic," "A Perfect Murder" and "You've Got Mail."
During 1999, Warner Bros. expects to release approximately 22 motion pictures, of which 14 are expected
to be produced by or with others. In addition to the co-financed pictures mentioned above, during 1999
Warner Bros. will release "True Crime," "Wild, Wild West" and "Eyes Wide Shut."
Home Video
Warner Home Video ("WHV") distributes for home video use pre-recorded videocassettes and digital
video discs ("DVDs") containing the filmed entertainment product of (i) Warner Bros., (ii) Home Box
Office, (iii) WarnerVision Entertainment, (iv) Castle Rock and (v) New Line Cinema. In March 1999,
WHY and MGM agreed to terminate the parties' video distribution agreement. WHY will receive $225
million plus, effective January I, 1999, video distribution rights in the Turner Entertainment library, which
includes all of the classic pre-1948 Warner Bros. and pre-1986 MGM films. In return, MGM was granted
early termination, effective January 31, 2000, of WHY's rights with respect to the United Artists film library
and post-1986 MGM video product. WHV also distributes other companies' product for which it has acquired
home video distribution or servicing rights. In 1998,WHV commenced distributing DVDs on behalf of Disney
in Europe, the Middle East and Africa
WHY sells its product in the United States and in major international territories to retailers and
wholesalers through its own sales force, with warehousing and fulfillment handled by divisions of Warner
Music Group and third parties. In some international countries, WHY's product is distributed through
licensees. Videocassette product is generally manufactured under contract with independent duplicators. DVD
product is replicated by Warner Music. Group'companies and third parties.
During 1998, WHV. released five titles in North America for home rental with sales and licensed units
exceeding 400,000 units each: "Lethal Weapon 4," "L.A. Confidential," "Devil's Advocate," "City of Angels"
and "U.S. Marshals." WHY entered into revenue sharing license agreements with rental customers, including
distributors, in 1998. Under such agreements, WHY licenses video product and shares in revenues generated
by its customers. Additionally, WHY released nine titles in the North American sell-through market which
generated sales of more than one million units each. Internationally, the following titles generated substantial
home video revenue in 1998: "Tomorrow Never Dies," "Conspiracy Theory," "Contact," "L.A. Confidential"
and the first four seasons of the television series "Friends."
DVDs, capable of storing large volumes of digitized information - enough storage capacity for two full-
length feature films on a double-sided or dual-layered disc - increased their presence in North American
markets during 1998. The DVD technology offers picture quality significantly superior to existing home video
technology as well as premium features such as multiple language soundtracks. WHV is currently benefiting
by releasing in DVD format both first-run feature motion pictures and titles from WHY's extensive catalogue.
At year-end 1998, WHY had DVD distribution in major international territories.
Television
Warner Bros. is the leading supplier of television programming in the world. Warner Bros. both develops
and produces new television series, made-for-television movies, mini-series, reality-based entertainment shows
and animation programs and also distributes television programming for exhibition on all national networks,
syndicated domestic television, cable syndication and a growing array of international television distribution
outlets. The distribution library owned or managed by Warner Bros. currently has some 5,700 feature films,
1-15
32,000 television titles, 12,000 animated titles and 1,500 classic animated shorts, including classic MGM and
RKO titles such as "The Wizard of Oz" and "Gone With The Wind," as well as animation from Hanna-
Barbera and MGM. Warner Bros. acts as distributor of the programming owned by subsidiaries of TBS.
Warner Bros.' television programming is primarily produced by Warner Bros. Television, which produces
dramatic and comedy programming, and Telepictures Productions ("Telepictures"), which specializes in
reality-based and talk/variety series. During the 1998-1999 season, Warner Bros. Television launched several
new network primetime series, including "Jesse," "Whose Line is it Anyway" and "Two of a Kind."
Returning network primetime series included, among others, the top-rated series "ER" and "Friends," "The
Parent Hood" and "The Wayans Bros." (each in its fifth season); "The Drew Carey Show" (in its fourth
season); "Suddenly Susan" (in its third season); and "Veronica's Closet" and "For Your Love" (in their
second season).
Telepictures is responsible for the development and production of original programming primarily for
syndicated television. In this capacity, Telepictures has successfully launched "The Rosie O'Donnell Show"
(third season), "The Jenny Jones Show" (eighth season), "EXTRA" (fifth season), and "Change of Heart"
(first season).
Warner Bros. Television Animation ("WBTA") is responsible for the creation, development and
production of contemporary television animation, as well. as for the creative use and production of classic
animated characters from Warner Bros.', TBS's and DC Comic's libraries, including "Looney Tunes" and the
Hanna-Barbera and MGM libraries. Animation programming is important to the Company as a foundation
for various product merchandising and marketing revenue streams as well as being an important source of
initial and on- going programming for various distribution outlets, including those owned by the Company
(including Cartoon Network and Kids' WB!).
WBT A continues to be a leading producer of original children's animation programming and direct-to-
video projects, with such programs as "Steven Spielberg Presents Pinky, Elmyra & The Brain," "The New
Batman/Superman Adventures" and "Batman Beyond."WBTA also distributes "Pokemon" in the U.S. and
manages production of, among others, the Cartoon Network series "Cow and Chicken," "Johnny Bravo,"
"Powerpuff Girls" and "I Am Weasel." Direct-to-video projects for 1999 include "Steven Spielberg Presents
Animaniacs: Wakko's Wish" and a second Scooby-Doo feanire-length video.
The expansion of off-network, pay-per-view, pay and basic cable and satellite broadcasting has increased
. the distribution opportunities for feature film-sand television programming of all varieties from the Warner
Bros. and TBS libraries. A typical sale of a new program series produced by or for Warner Bros. Television to a
major domestic network grants that network an option to carry such program series for four years, after which
time Warner Bros. Television can enter into a new license agreement with that or any other network as well as
license the already-broadcast episodes into off-network syndication (broadcast and/or cable). New series are
also licensed concurrently into the international marketplace and can, after a short period of time, be sold in
part or in whole on home video. Warner Bros.' domestic distribution operation handles the launching and
supporting of first-run series produced directly for syndication, as well as the sale of movie packages, off-
network syndication strips (in which shows originally produced for weekly broadcast on a network are aired
five days a week), and reruns of classic television series for cable and satellite broadcasting.
The top-rated series "ER" and "Friends" debuted in syndication in September 1998. Other television
programs currently in off-network syndication include, among others, "Murphy Brown," "Full House," "The
Fresh Prince of Bel Air" and "Family Matters."
Warner Bros. International Television Distribution ("WBITD") is the world's largest distributor of
feature and television programming for television exhibition outside of the United States. WBITD distributes
programming in more than 175 countries and in more than 40 languages. The introduction of new technologies
and programming services throughout the world has created many new opportunities for WBITD. In
conjunction with these new services seeking Warner Bros.' programming, WBITD has formed strategic
alliances with some of the world's leading satellite, cable and over-the-air television broadcasters, and has also
commenced the development and production of television programming with international partners. In 1998,
1-16
Warner Bros. formed a joint venture with Nippon Television Network, Toshiba and TWE Japan to produce
and distribute movies and television programs in Japan and worldwide.
Warner Bros.' backlog, representing the amount of future revenue not yet recorded from cash contracts
for the licensing of theatrical and television product for pay cable, network, basic cable and syndicated
television exhibition, amounted to $2.298 billion at December 31, 1998 (including amounts relating to the
licensing of product to Time Warner's and TWE's cable television networks of $769 million as of
December 31, 1998). The backlog excludes advertising barter contracts. See also "Management's Discussion
and Analysis of Results of Operations and Financial Condition - Filmed Entertainment Backlog" at
page F-18 herein.
Consumer Products and Warner Bros. Studio Stores
Warner Bros. Consumer Products licenses rights in both domestic and international markets to the
names, photographs, logos and other representations of characters and copyrighted material from the films and
television series produced or distributed by Warner Bros., including the superhero characters of DC Comics,
Hanna-Barbera characters and Turner classic films.
At December 31, 1998, Warner Bros. Studio Stores was operating more than 180 stores in the United
States and in 15 countries or territories throughout the world, including 44 stores owned by international
franchisees.
Theaters
Through joint ventures, Warner Bros. International Theaters operates approximately 90 multi-screen
cinema complexes with approximately 800 screens in seven foreign countries, including 30 theaters in
Australia, 22 in the United Kingdom, 20 in Japan, eight in Portugal, four in Italy and four in Spain. During
1999, Warner Bros. International Theaters plans to open more than 15 cinemas with over 150 screens.
Filmed Entertainment - TBS
Theatrical films are also produced by New Line and Castle Rock, which are wholly owned subsidiaries of
TBS and not a part of TWE. New Line is a leading independent producer and distributor of theatrical motion
pictures. During 1998, through its two film divisions, New Line Cinema and Fine Line Features, New Line
releases included "Rush Hour," "The Wedding Singer," "Lost in Space," "Blade" and "Pleasantville." For
1999, New Line anticipates that it will release, among others, "Austin Powers: The Spy Who Shagged Me,"
"Town & Country" and "The Bachelor."
Castle Rock's films are currently being co-financed and distributed under an arrangement with Warner
Bros. and Polygram (see also, "Filmed Entertainment - Warner Bros." above). Castle Rock Television
produced the critically acclaimed and highly rated Emmy award winning series "Seinfeld" for the past ten
years. The series, which is distributed by a third party for a fee, began its first domestic syndication cycle in
September 1995 and also continues to be aired throughout the world. In 1998 it was successfully sold to
broadcast television stations for a second syndication cycle commencing in 2001 as well as to TBS
Superstation for basic cable exhibition commencing in 2002.
TBS's filmed entertainment business also includes the Hanna-Barbera, MGM and RKO libraries, which
include classic films such as "The Wizard of Oz" and "Gone With the Wind" and cartoons such as the
"Flintstones," "Yogi Bear," "Huckleberry Hound" and "Tom & Jerry." Distribution of these libraries is
managed by Warner Bros.
TBS's backlog, representing the amount of future revenue not yet recorded from cash contracts for the
licensing of theatrical and television product for pay cable, network, basic cable and syndicated television
exhibition, amounted to $636 million at December 31, 1998 (including amounts relating to the licensing of
film product to Time Warner's and TWE's cable television networks of $226 million). The backlog excludes
advertising barter contracts. See also "Management's Discussion and Analysis of Results of Operations and
Financial Condition - Filmed Entertainment Backlog" at page F-18 herein.
1-17
The WB Television Network
The WB Television Network ("The WB") completed its fourth year of broadcast operations in January
1999. During the 1998/99 broadcast season, The WB expanded its prime time program line-up to five nights
and is now airing 11 hours of series programming from Sunday to Thursday nights. The network's line-up
includes the family series "7th Heaven," as well as programming aimed at a teen and young adult audience,
such as "Dawson's Creek," "Charmed," "Buffy the Vampire Slayer," and the Golden Globe award winning
"Felicity. "
During 1998, The WB's broadcast coverage (with 88 over-the-air affiliates) grew to approximately 90%
of U.S. TV households with the addition of key affiliates in Pittsburgh, Cincinnati, Baltimore, San Antonio
and Oklahoma City. The WeB, a distribution alliance for The WB, was launched in September 1998 in
smaller broadcast markets. WeB programming is distributed to local broadcast affiliates who then disseminate
WeB programming via local cable systems.
The WB's children's network, Kids' WB!, airs 19 hours of programming per week with programming on
weekday mornings, weekday afternoons and Saturday mornings.
Tribune Broadcasting owns a 22.25% interest in The WB. Key employees of The WB hold an 11% interest
in the network.
Warner Bros. Online
Warner Bros. Online, established in 1995, is responsible for all of Warner Bros. commercial advertiser-
supported online initiatives and, according to Media Metrix, has established itself as one of the most-visited
studio sites on the Internet. The division recently entered into a joint venture with FortuneCity.com, called
ACMEcity.com, to create a global advertiser-supported community network which will enable fans of Warner
Bros. movies, music and television shows to build personal home pages. In connection with the formation of
this joint venture, Warner Bros. received equity in FortuneCity.com equal to approximately 13% of its
outstanding shares.
In the second quarter of 1999, Warner Bros. Online plans to launch a vertical advertiser-supported
entertainment portal called "Entertaindom" to be co-branded and distributed in partnership with computer
manufacturers, Internet service providers and portal sites. Entertaindom will offer entertainment information
and services, as well as a mix of content, community sites and e-commerce, featuring video-based
entertainment, animation, music and multiplayer games.
Warner Bros. Online is currently producing broadband interactive entertainment in the form of WebDVD
shows and content for broadband networks.
Recorded Music
In the United States, WMG's recorded music business is principally conducted through WMG's Warner
Bros. Records, Inc., Atlantic Recording Corporation, Elektra Entertainment Group Inc. and Sire Records
Group Inc. and their affiliated labels, as well as through the WEA Inc. companies. The WEA Inc. companies
include WEA Manufacturing Inc., which manufactures compact discs (CDs), audio and videocassettes,
CD-ROMs and DVDs for WMG's record labels, Warner Home Video and for outside companies; Ivy Hill
Corporation, which produces printed material and packaging for WMG's recorded music products as well as
for a wide variety of other consumer products; and Warner-Elektra-Atlantic Corporation ("WEA Corp."),
which markets and distributes WMG's recorded music products to retailers and wholesale distributors. WMG
also owns a majority interest in Alternative Distribution Alliance ("ADA"), a so-called "independent"
distribution company specializing in alternative rock music with a focus on new artists and smaller retailers.
WMG's recorded music activities are conducted in more than 60 countries outside the United States by
Warner Music International and its subsidiaries, affiliates and non-affiliated licensees.
1-18
Domestic
WMG's record labels in the United States - Warner Bros., Atlantic, Elektra and Sire - each with a
distinct identity, discover and sign musical artists. The labels scout and sign talent in many different musical
genres, including pop, rock, jazz, country, hip hop, reggae, folk, blues, gospel and Christian music. Artists
generally receive royalties based upon the sales of their recordings and music videos, and many receive non-
refundable advance payments recoupable from such royalties.
WMG is a vertically-integrated music company. After an artist has entered into a contract with a WMG
label, a master recording of the artist's music is produced and provided to WMG's manufacturing operation,
WEA Manufacturing, which replicates the music primarily on CDs and audio cassettes. Ivy Hill prints
material that is included with CDs and audio cassettes and creates packaging for them. WEA Corp. and
ADA, WMG's distribution arms, sell product and deliver it, either directly or through sub-distributors and
wholesalers, to thousands of record stores, mass merchants and other retailers throughout the country." CDs
and tapes are also beginning to be sold directly to consumers through online retailers on the Internet, such as
CD Now, Amazon.com and Columbia House's Total E. WMG, working with IBM and several other music
companies, has announced a test of the digital distribution of music, named the Madison Project, which will
seek to evaluate consumer interest in purchasing electronically distributed music via the Internet.
At the same time a recording is being distributed, the label's promotion, marketing, advertising and
publicity departments place advertisements in print and electronic media, work to get the new album played
on the radio, reviewed and mentioned in publications and the artist booked for appearances on radio and
television. If a music video featuring an artist has been produced, the video is distributed and promoted to
music video outlets. Label personnel may also help organize a concert tour that will further promote a new
album.
In addition to newly released records, each of WMG's labels markets and sells albums from their
extensive catalogues of prior releases, in which the labels generally continue to own the copyright in
perpetuity. Rhino Records, which became wholly owned by WMG during 1998, specializes in compilations
and reissues of previously released music.
WMG also has entered into joint venture arrangements pursuant to which WMG companies manufac-
ture, distribute and market (in most cases, domestically and internationally) recordings owned by the joint
ventures. Such agreements typically provide a WMG label with an equity interest and a profit participation in
the venture, with financing furnished either solely by the WMG label or by both parties. Included among these
arrangements are the labels Maverick, Tommy Boy, Sub Pop, Qwest and 143 Records. WMG labels also enter
into agreements with unaffiliated third-party record labels such as Curb Records to manufacture and distribute
recordings that are marketed under the owner's proprietary label.
Through a 50/50 joint venture, WMG and Sony Music Entertainment operate The Columbia House
Company, the leading direct marketer of CDs, audio and videocassettes in the United States and Canada.
According to Media Metrix, The Columbia House Internet sites are among the top 15 most visited retail sites
on the Internet.
Among the albums resulting in significant U.S. sales for WMG during 1998 were the City of Angels
soundtrack and releases from matchbox20, Brandy, Madonna, Barenaked Ladies, Jewel, Alanis Morissette,
Third Eye Blind and Metallica.
International
Operating in more than 60 countries around the world, Warner Music International ("WMI") engages in
the same activities as WMG's domestic labels, discovering and signing artists and manufacturing, packaging,
distributing and marketing their recorded music. The artists signed to WMI and its affiliates number more
than a thousand. In most cases, WMI also markets and distributes the recordings of those artists for whom
WMG's domestic record labels have international rights. In certain countries, WMI licenses to unaffiliated
third-party record labels the right to distribute its recordings.
1-19
WMI operates a plant in Germany that manufactures CDs, laser discs and vinyl records for its affiliated
companies, as well as for outside companies and, as part of a joint venture, operates a plant in Australia that
also manufactures CDs. WMI operates two video companies that coordinate the international release of music
and non-music video titles.
Among the artists whose albums resulted in significant sales for WMI in 1998 were Madonna, Enya,
Alejandro Sanz, Eric Clapton and Tatsuro Yamashita.
Music Publishing
WMG's music publishing companies own or control the rights to more than one million musical
compositions, including numerous pop music hits, American standards, folk songs, and motion picture and
theatrical compositions. The catalogue includes works from a diverse range of artists and composers, including
Phil Collins, Comden & Green, George and Ira Gershwin, Michael Jackson, Madonna and Cole Porter.
Warner/Chappell also administers the music of several television and motion picture companies, including
Lucasfilm, Ltd. and Samuel Goldwyn Productions.
Warner/Chappell also owns Warner Bros. Publications and CPP/Belwin, two of the world's largest
publishers of printed music. These two companies market publications throughout the world containing the
works of such artists as Alabama, The Grateful Dead, Led Zeppelin, Madonna, Bob Seger and many others.
The principal source of revenues to Warner/Chappell is license fees paid for the use of its musical
compositions on radio, television, in motion pictures and in other public performances; royalties for the use of
its compositions on CDs, audio cassettes, music videos and in television commercials; and sales of published
sheet music and song books.
Other Entertainment Assets
Theme Parks
With local partners, Warner Bros. has developed movie-related theme parks in Australia and Germany
which feature Warner Bros.' movie, cartoon and superhero characters. Warner Bros. has announced that it is
studying the feasibility of operating the first movie-based theme park in Spain.
In April 1998, TWE sold its remaining 49% interest in Six Flags Entertainment Corporation ("Six
Flags") to Premier Parks Inc. ("Premier"), a regional theme park operator. As part of the transaction, TWE
will continue to license its animated cartoon and comic book characters to Six Flags's theme parks and will
similarly license such rights to Premier's theme parks in the United States and Canada under a long..;term
agreement covering 25 existing and all future locations. See also Item 3, "Legal Proceedings" for information
about certain litigation involving Six Flags.
DC Comics and Mad Magazine
TWE and Warner Communications Inc. ("WCI"), which is wholly owned by Time Warner, each own a
50% interest in DC Comics. DC Comics publishes more than 60 regularly issued comics magazines, among
the most popular of which are "Superman," "Batman," "Wonder Woman" and "The Sandman," as well as
collections sold as books. DC Comics also derives revenues from motion pictures, television, product licensing,
books for juvenile and adult markets and foreign publishing.
Time Warner wholly owns E.C. Publications, Inc., the publisher of MAD, a magazine featuring articles
of humorous and satirical interest, which is regularly published 12 times a year and also in periodic special
editions.
1-20
Competition
The production and distribution of theatrical motion pictures, television and animation product and
videocassettes/videodiscs/DVDs are highly competitive businesses, as each competes with the other for
viewers' attention, as well as with other forms of entertainment and leisure time activities, including video
games, the Internet and other computer-related activities. Furthermore, there is increased competition in the
television industry evidenced by the increasing number and variety of broadcast networks and basic cable and
pay. television services now available. There is active competition among all production companies in these
industries for the services of producers, directors, actors and others and for the acquisition of literary
properties. With respect to the distribution of television product, there is significant competition from
independent distributors as well as major studios. Revenues for filmed entertainment product depend in part
upon general economic conditions, but the competitive position of a producer or distributor is still greatly
affected by the quality of, and public response to, the entertainment product it makes available to the
marketplace. Network television is extremely competitive as networks seek to attract audience share,
television stations for affiliation, advertisers and broadcast rights to television programming. Warner Bros.
competes in its character merchandising and other licensing and retail activities with other licensors and
retailers of character, brand and celebrity names. Warner Bros.' operation of theaters is subject to varying
degrees of competition with respect to obtaining films and attracting patrons.
The recorded music business is highly competitive. The revenues of a company in the recording industry
depend upon public acceptance of the company's recording artists and their music. Although WMG is one of
the largest recorded music companies in the world, its competitive position is dependent on its continuing
ability to attract and develop talent that can achieve a high degree of public acceptance. Overexpansion of
retail recorded music outlets in the U.S. over the past several years led to the closing of many such stores
during 1996 and 1997, which has resulted in further Increased competition among recorded music companies.
The recorded music business continues to be adversely affected by counterfeiting of both audio cassettes and
CDs, piracy and parallel imports and may be affected by consumers' ability to download quality sound
reproductions from the Internet in sound files without authorization from the Company. In response, the
recorded music industry is engaged in a coordinated effort to develop a secure technology for digital music
delivery. In addition, the recorded music business also has competition from other forms of entertainment,
such as television, pre-recorded videocassettes, the Internet and computer and video games. Competition in
the music publishing business is intense. Although WMG's music publishing business is one of the largest on a
worldwide basis, it competes with every other music publishing company in acquiring musical compositions
and in having them recorded and performed.
1-21
CABLE
The Company's Cable business consists principally of interests in cable television systems that, in general,
are managed by Time Warner Cable, a division of TWE. Of the approximately 12.6 million subscribers served
by the Company at December 31, 1998, approximately 1.8 million are in systems owned by TWI Cable Inc.
("TWI Cable"), a wholly owned subsidiary of Time Warner which is not a part ofTWE, and approximately
10.8 million are in systems owned or managed by TWE. TWE's cable systems include approximately 6.3
million subscribers in a joint venture between TWE and Advance/Newhouse known as TWE-A/N. Time
Warner Cable generally manages all such systems and receives a fee for management of the systems owned by
TWI Cable and TWE-A/N. As of March I, 1999, TWE-A/N was owned 33.3% by Advance/Newhouse,
64.8% by TWE and 1.9% by TWI Cable.
Systems Operations
Time Warner Cable is the largest operator of cable television systems in the United States. As of
Oecember 31, 1998, 82% of Time Warner Cable customers were served by clustered cable systems (as
described below) with 100,000 subscribers or more, and approximately 70% of Time Warner Cable's systems
have been upgraded for higher channel capacity and new and advanced services.
Over the past several years, Time Warner Cable has pursued a strategic goal of upgrading its cable
. systems generally to 750 MHz capability, based on a hybrid fiber optic/coaxial cable architecture. Those
systems not upgraded to 750 MHz wiU be upgraded to a level of 550 MHz. Upgraded systems can deliver
increased channel capacity and provide two-way transmission capability, with improved network management
systems. The system architecture is also flexible, in that system capacity for future needs can be expanded by
various means without major additional capital expenditures.
Approximately 70% of Time Warner Cable's systems had completed upgrades by December 31, 1998.
These upgrades have enabled Time Warner Cable to expand its core cable programming, so that average
channel capacity of Time Warner Cable systems has generally increased from approximately 50 channels to
approximately 70 channels at the end of 1998. Over time, the upgrading will also permit Time Warner Cable
to roll out new and advanced services, including digital and high-definition television ("HDTV") program-
ming, high-speed Internet access, telephony and other services including video-on-demand. See "Cable-
New Cable Services" below.
Time Warner Cable entered into a Social Contract with the Federal Communications Commission
("FCC") in 1996 that required upgrades of generally all domestic systems managed by Time Warner Cable
by December 31, 2000. The total capital investment to be made by Time Warner Cable for the upgrades is
estimated to be approximately $4 billion of which, by the end of 1998, approximately $3 billion had been
spent.
Time Warner Cable believes that its clustering strategy has enabled, among other things, significant cost
and marketing efficiencies, more effective pursuit of local and regional cable advertisers, the development of
local news cnannels and the roll-out of advanced services over a geographically concentrated customer base.
Several transactions entered into or completed in 1998 or scheduled to close in 1999 will further Time Warner
Cable's clustering strategy. As of December 31, 1998, Time Warner Cable had 33 distinct geographic system
groupings, each serving more than 100,000 subscribers.
During 1998, TWE-A/N and subsidiaries of TCI Communications Inc. ("TCIC") formed a new 50-50
joint venture (the "Texas Venture") to provide cable television to the Houston area and to certain other
communities in south and west Texas. The two partners each ~ontributed systems serving approximately
550,000 subscribers to the Texas Venture, which is managed by Time Warner Cable. TCIC also contributed a
cable television system serving approximately 95,000 subscribers to the existing Kansas City Cable Partners
joint venture. In November 1998, Time Warner Cable entered into a series of asset exchange agreements with
certain subsidiaries of TCIC under which TCIC will receive systems serving approximately 575,000
subscribers in areas not strategic to Time Warner Cable and Time Warner Cable will receive systems serving
approximately 625,000 subscribers adjacent to or near major clusters in Florida, Hawaii, Maine, New York,
1-22
Ohio, Texas and Wisconsin. These trades are expected to close periodically throughout 1999, subject to
obtaining required regulatory approvals.
Franchises
Cable systems are constructed and operated under non-exclusive franchises granted by state or local
governmental authorities. Franchises typically contain many conditions, such as time limitations on com-
mencement or completion of construction; conditions of service, including number of channels, provision of
free services to schools and other public institutions; and the maintenance of insurance and indemnity bonds.
Cable franchises are subject to various federal, state and local regulations. See "Regulation and Legislation"
below.
Programming
Programming is generally made available to customers through programming tiers, which are packages of
different programming services provided for prescribed monthly fees. The available analog channel capacity of
Time Warner Cable's systems has been expanding as system upgrades are completed. Digital services will
further increase the number of channels of video programming a customer may elect to receive.
Video programming available to customers includes local and distant broadcast television signals, cable
programming services like CNN, TNT and ESPN, and premium cable services like HBO, Cinemax,
Showtime and Starz! The terms and conditions of carriage of programming services are generally established
through programming affiliation agreements with Time Warner Cable. Many programming services impose a
monthly license fee per subscriber upon the cable operator. Programming costs generally have been increasing
sharply in recent years and depending on the terms of any specific agreement, the cost of providing any cable
programming service may continue to rise. While Time Warner Cable sometimes has the right to cancel
contracts, and can in any event refuse to renew them, it is unknown whether the loss of anyone popular
supplier would have a material adverse effect on Time Warner Cable's operations.
Service Charges and Advertising
Subscribers to the Company's cable systems are charged monthly fees based on the level of service
selected. The monthly prices for various levels of cable television services (excluding services offered on a per-
channel or per-program basis) range generally from $8 to $30 for residential customers. Other services offered
include equipment rentals, for an additional monthly fee. A one-time installation fee is generally charged for
connecting subscribers to the cable television system. Although regulation of certain cable programming rates
is scheduled to "sunset" on March 31,1999, rates for "basic" programming and for equipment and installation
will continue to be regulated pursuant to federal law. See "Regulation and Legislation" below.
Subscribers may purchase premium programming services and, in certain systems, other per-channel
services, fo~ an additional monthly fee for each such service, with discounts generally available for the
purchase of more than one service. Pay-per-view programming offers movies and special events, such as
boxing, for a separate charge. Systems offering pay-per-view movies generally charge between $3 and $4 per
movie, and systems offering pay-per-view events charge between $6 and $50, depending on the event. Time
Warner Cable's systems increasingly offer pay-per-view services on an "impulse" basis, permitting a
subscriber to place an order over the cable system through his or her remote control or cable set-top box.
Subscription revenues continue to account for most of Time Warner Cable's revenues, with pay-per-view
and premium services contributing additional revenues. Subscribers may discontinue purchasing services at
any time.
Time Warner Cable also generates revenue by selling advertising time to national, regional and local
businesses. Cable television operators receive an iillocation of advertising time availabilities on certain cable
programming services into which commercials can be inserted at the local system level. In this regard, Time
Warner Cable competes against broadcast TV stations, radio stations and newspapers for a share of local
media revenues. The clustering of Time Warner Cable's systems expands the reach of viewers to cable
1-23
programs over the local area and helps local ad sales personnel to compete more effectively. In addition, in
many localities, contiguous cable system operators have formed advertising interconnects to deliver locally
inserted commercials across wider geographic areas, replicating the reach of the broadcast stations as much as
possible. Fifteen of Time Warner Cable's 43 field divisions participate in a cable advertising interconnect.
Local News Channels
Time Warner Cable operates 24-hour local news channels in New York City (NYl News), Tampa Bay
(Bay News 9), Orlando (Central Florida News 13) and Rochester, NY (R/News) and has announced that
its fifth local news channel will launch in Austin, Texas in the summer of 1999. Local news programming
increases local advertising revenues. Further, Time Warner Cable believes that providing news programming
specifically focused on a local region strengthens its ability to compete with other multichannel video providers
operating in the region.
New Cable Services
Road Runner
In June 1998, TWE, TWE-A/N, TWI Cable, MediaOne, and subsidiaries of Microsoft Corp.
("Microsoft") and Compaq Computer Corp. ("Compaq") formed a joint venture to operate and expand
Time Warner Cable's and MediaOne's existing high-speed online service business (the "Road Runner Joint
Venture"). The Road Runner cable service provides high-speed Internet access and also offers original
content for broadband-capable networks. Road Runner affiliates with local cable television system operators,
principally Time Warner Cable and MediaOne, in exchange for a percentage of the cable operator's retail
revenue from subscribers for the Road Runner service. Customers who elect to subscribe connect their
personal computers to the Road Runner service for access at hi~h speeds to the Internet and to Road Runner's
content.
The ownership of the equity in the Road Runner Joint Venture is presently as follows: TWI Cable-
10.7%, TWE - 25%, TWE-A/N - 32.9%, and MediaOne - 31.4%. In exchange for Microsoft and Compaq
contributing $425 million to the Road Runner Joint Venture, Microsoft and Compaq each received a preferred
equity interest in the Venture that is convertible into a 10% common equity interest. Accordingly, on a fully
diluted basis, the . Road Runner Joint Venture is owned 8.6% by TWI Cable, 20% by TWE, 26.3% by
TWE-A/N, 25.1% by MediaOne, 10% by Microsoft and 10% by Compaq. See also Note 2, "Cable
Transactions - Road Runner Joint Venture" to the Company's consolidated financial statements at
page F-36 herein.
As of December 31,1998, the Road Runner Joint Venture had affiliations in 24 locations with access to 7
million cable homes and the service had approximately 180,000 subscribers. The Road Runner service has
been launched by Time Warner Cable in the following areas: Albany, Austin, Binghamton, Charlotte,
Columbus and Northeast Ohio, El Paso, Hawaii, Memphis, Portland, Rochester, San Diego, Syracuse and
Tampa Bay. Roll-outs will continue during 1999.
Digital Cable Services
Following testing in 1998 and early 1999, Time Warner Cable will begin a roll-out of digital cable service
for certain of its cable systems, including Austin, Texas, Tampa, Florida and Columbus, Ohio. The digital
format of the signals allows compression of the signals so that they occupy less bandwidth. This substantially
increases the number of channels that can be provided over a system, when compared to standard analog
signals. Time Warner Cable's digital cable service will present customers with the option to subscribe to a new
digital programming service providing up to 100 digital program networks and music services for a separate
monthly fee. The programming on the digital set-top boxes delivered to subscribing customers will also offer
more pay-per-view options, more channels of multiplexed premium services, a digital interactive program
guide, a digital programming tier, CD-quality music and other features such as parental lockout options.
Digital service roll-outs are expected to increase over time as additional set-top equipment becomes available.
1-24
HDTV
Pursuant to FCC order, each television broadcast station has been granted additional over-the-air
spectrum to provide, under a prescribed roll-out schedule, high definition and digital television signals to the
public. Depending on the speed with which HDTV and digital signals are developed, it can be expected that
such signals will vie with the many other sources of programming for cable carriage. In 1998, Time Warner
Cable agreed to carry the high-definition television signals and other digital signals that will be broadcast by
television stations owned and operated by the CBS network.
Recent Events
Proposed AT&T Joint Venhlre
On February 1, 1999, the Company announced that it intended to form a joint venture with AT&T
pursuant to which the joint venture will have the right for up to a 20-year term to offer AT&T-branded cable
telephone service to residential and small business customers over Time Warner Cable's existing cable
network. Under the preliminary terms announced by the parties, the joint venture will be 77.5% owned by
AT&T and 22.5% owned by TWE, TWE-A/N and TWI Cable, collectively. The joint venture is expected to
make payments to Time Warner Cable initially based on the number of homes included in the cable network
that have been upgraded to fiber optic capacity and will pay a monthly fee during the term per telephony
subscriber, subject to guaranteed minimums, and is expected to make future revenue sharing payments if the
joint venture surpasses targeted monthly subscriber revenue levels. The joint venture is also expected to
purchase telephony equipment and fund Time Warner Cable's expenses of installation and maintenance. It is
expected that AT&T will fund all of the joint venture's negative cash flow. For additional information, see also
"Management's Discussion and Analysis of Results of Operations and Financial Condition - Cable Strategy"
at pages F-16 through F-18 herein.
The joint venture is subject to the negotiation and execution of definitive agreements, approval of the final
terms by MediaOne and, Advance/Newhouse and certain regulatory and other approvals.
Primestar
In April 1998, TWE and Advance/Newhouse transferred the direct broadcast satellite ("DBS")
operations conducted by TWE and TWE-A/N and the 31% partnership interest in Primestar Partners, L.P.
held by TWE-A/N to Primestar, Inc., a separate holding company ("Primestar"). Following Primestar's
decision to abandon its proposed acquisition of certain high-power satellite assets from a joint venture between
The News Corporation Ltd. and MCI Telecommunications Corp., due to inability to obtain regulatory
approvals, Primestar recently entered into an agreement to sell Primestar's medium-power DBS business and
assets to DirecTV, a competitor of Primestar owned by Hughes Electronics Corp. Also, Primestar, Primestar
Partners, the stockholders of Primestar and Tempo Satellite, Inc. ("Tempo"), a wholly owned subsidiary of
TCI Satellite Entertainment, Inc., entered into a second agreement with DirecTV, pursuant to which DirecTV
will purchase high-power satellites from Tempo and Primestar and Primestar Partners will relinquish their
respective rights to acquire or use such high-power satellites.
The ultimate disposition of the medium-power assets of Primestar is subject to Primestar bondholders'
and regulatory approvals and the disposition of certain of Tempo's high-power satellites is subject to regulatory
approvals. There can be no assurance that such approvals will be obtained. For further information with
respect to Primestar, see Note 2, "Cable Transactions - Primestar" to the Company's consolidated financial
statements at pages F-36 and F-37 herein.
International
In France, TWE and TWE-A/N own 100% of Cite Reseau and 49.9% of Rhone Vision Cable, both of
which were established to acquire new franchises, build and operate cable systems in France. In Japan, TWE
and TWE-A/N beneficially own, directly or indirectly, 25% of Titus Communications Corporation, which
1-25
provides cable, telephony and Internet access service primarily in the Tokyo area, and 19.2% of Chofu Cable
Television Company, which provides cable service in the suburban Tokyo area.
Business Telephony
In July 1998, TWE. TWE-A/N and TWI Cable combined the business telephony operations formerly
owned by them into a new entity named Time Warner TelecomLLC("Time Warner Telecom") that is
intended to be self-financing. Time Warner Telecom is a facilities-based competitive local exchange carrier
("CLEC") that offers a wide range of business telephony services in selected metropolitan markets across the
United States. The equity interests of Time Warner Telecom are owned 61.98% by Time Warner, 18.85% by
MediaOne and 19.17% by Advance/Newhouse. In connection with its formation in July 1998, Time Warner
Telecom raised approximately $400 million in a public debt offering, the proceeds of which are being used by
Time Warner Telecom to further develop and expand its telephony networks and services and for general
corporate and working capital purposes. In January 1999, Time Warner Telecom updated a previously filed,
preliminary registration statement with the Securities and Exchange Commission to conduct an initial public
offering of a minority interest of its common stock, subject to market and other conditions.
Time Warner Telecom's customers are principally medium and'large-sized telecommunications-intensive
business end-users, long distance carriers, Internet service providers, wireless communications companies and
governmental entities. Such customers are offered a wide range .()f integrated telecommunications services,
including dedicated transmission, local switcheq data.and video. transmission services; and .certain Intel1let
services. As of December 31,1998, Time Warner Telecom. had deployed switches in 16 of its 19 metropolitan
markets. Its networks have been constructed primarily through licensing the use of fiber capacity from Time
Warner Cable.
Competition
Cable television systems face strong competition. for viewer attention and subscriptions from a wide
variety of news, information and entertainmen.t providers. These include multichannel video providers like
DTH, MMDS, SMATV systems and telephone companies, other sources of video programs (such as
broadcast television and videocassettes) and additional sources for news, entertainment and information,
including the Internet. Cable television systems also" face. strong competition from all media for advertising
dollars.
DTH. The FCC has awarded permits to several companies for orbital slots from which medium- or
high-power Ku-Band Drn service can be provided. DTH services offer pre-packaged programming services
that can be received by relatively small and inexpensive receiving dishes. As of June 1998, satellite-delivered
DTH services were reported to be serving over 7.2 million subscribers. Echostar has announced that, unlike
other DTH services, it will deliver some local" broadcast stati9ns in some areas. In addition to DTH, most
cable programming is available to owners of larger, moreexpensive'C-Band satellite dishes ("TYROs"),
either directly from the programmers or through third-party packagers. Legislation has been introduced in
Congress to include carriage of local signals by DTH providers under the copyright compulsory license now
granted to cable television operators. The ability ofDTH services to deliver local signals on an equal economic
basis will eliminate a significant advantage that cable operators currently. have over DTHproviders.
MMDS/Wire/ess Cab/e. Wireless cable operators, including digital wireless' operators, use microwave
technology to distribute video programming. Wireless cable has grown rapidly, reportedly servicing over 1.0
million subscribers nationwide as of Jun.e 1998. In recent years, the FCC has adopted rules to facilitate the use
of greater numbers of channels by wireless cable operators.
SMA TV. Additional competition comes from private cable television systems servicing condominiums,
apartment complexes and certain other multiple unit residential developments. The operators of these private
systems, known as SMA TV systems, often enter into exclusive agreements with apartment building owners or
homeowners' associations which preclude franchised cable television operators from serving residents of such
private complexes. Under the 1996 Telecommunications Act, a SMATV system is not a cable system as long
1-26
as it uses no public right-of-way. SMA TV systems offer both improved reception of local television stations
and many of the same satellite-delivered program services as offered by franchised cable television systems.
Overbuilds. Under the 1992 Cable Act, franchising authorities are prohibited from unreasonably
refusing to award additional franchises. There are an increasing number of overlapping cable systems
operating in Time Warner Cable franchise areas. Municipalities themselves are authorized to operate cable
systems without a franchise. One municipally-owned system is presently in operation in a Time Warner Cable
franchise area and several other municipalities have indicated an interest in operating a cable system.
Telephone Companies. The 1996 Telecommunications Act eliminated the restriction against ownership
and operation of cable systems by local telephone companies within their local exchange service areas (subject
to the restriction against acquisition of greater than 10% of existing cable systems described under "Regulation
and Legislation - Ownership," below). Telephone companies are now free to enter the retail video
distribution business through any means, such as DTH, MMDS, SMA TV or as traditional franchised cable
system operators. Alternatively, the 1996 Telecommunications Act authorizes local telephone companies to
operate "open video systems" subject to certain local authorizations, including payments to local governmen-
tal bodies in lieu of cable franchise fees.
Additional Competition. In addition to multichannel video providers, cable television systems compete
with all other sources of news, information and entertainment for viewer attention and for subscription
revenues. This includes over-the-air television broadcast signals which a viewer is able to receive directly using
the viewer's own television set and antenna. Cable systems also face competition from alternative methods of
distributing and receiving television signals and from other sources of entertainment such as live sporting
events, movie theaters and home video products, including videocassette recorders, and the Internet. In recent
years, the FCC has adopted policies providing for authorization of new technologies and a more favorable
operating environment for certain existing technologies that provide, or may provide, substantial additional
competition for cable television systems. .
REGULATION AND LEGISLATION
The Company's cable television systems, cable network, television network and original programming
businesses are subject, in part, to regulation by the FCC, and the cable television systems business is also
subject to regulation by some state governments and substantially all local governments. The following is a
summary of current federal laws and regulations affecting the growth and operation of these businesses and a
description of certain state and local laws. In addition, various legislative and regulatory proposals under
consideration from time to time by Congress and various federal agencies have in the past materially affected,
and may in the future materially affect, the Company.
Programming and Cable Networks
The Telecommunications Competition and Deregulation Act of 1996 (the "1996 Telecommunications
Act") eliminated the restrictions on the number of television stations that one entity may own and increased
the national audience reach limitation by one entity from 25% to 35% of U.S. television households. As
required by the 1996 Telecommunications Act, the FCC revised its dual network rule to allow a TV station to
affiliate with an entity maintaining two or more networks, unless certain limited circumstances pertain.
The FCC rules currently prohibit an entity from having an attributable interest in two local TV stations
with overlapping specified signal contours. In. an ongoing rulemaking proceeding, the FCC has proposed to
relax this rule in certain circumstances and sought comment on a possible waiver mechanism. In another
rulemaking, the FCC has sought comment on possible changes to its attribution rules, which define the type of
interests in television stations that are recognizable for purposes of its ownership rules. Under one such
proposal, certain currently nonattributable debt or passive equity interests would become attributable if held in
conjunction with certain other interests in or relationships with the TV licensee, such as the provision of
programming. Such a proposal, if adopted, could adversely affect The WB's efforts to add new television
stations as affiliates.
1-27
Under the 1992 Cable Act, the FCC has issued regulations which generally prohibit vertically integrated
programmers, which currently include the Turner Networks and the Home Box Office Services, from offering
different prices, terms, or conditions to competing multichannel video programming distributors unless the
differential is justified by certain permissible factors set forth in the regulations. The rules also place certain
restrictions on the ability of vertically integrated programmers to enter into exclusive distribution arrange-
ments with cable operators.
The 1996 Telecommunications Act also contains certain provisions relating to violent and sexually
explicit programming. First, the statute requires manufacturers to build television sets with the capability of
blocking certain coded programming (the so-called "V-chip"). The 'FCC has adopted rules requiring
television manufacturers to include blocking technology in at least half of their new product models with a
picture screen of 13 inches or greater by July I, 1999; the remaining such models will be required to contain
blocking technology by January 1, 2000. Second, the 1996 Telecommunications Act gave the cable and
broadcasting industries one year to develop voluntary ratings for video programming containing violent,
sexually explicit or other indecent content and to agree voluntarily to transmit signals containing such ratings.
In March 1998, the FCC determined that the system of voluntaryparentaI guidelines adopted by television
broadcasters, networks and program producers, and cable systems and networks, was acceptable and in
compliance with the 1996 Telecommunications Act.
Cable
The following discussion summarizes the significant federal, state and local laws and regulations affecting
the Company's cable television systems operations.
Federal Laws. The Cable Communications Policy Act of 1984 ("1984 Cable Act"), the 1992 Cable
Act and the 1996 Telecommunications Act are the principal federal statutes governing the cable industry.
These statutes regulate the cable industry, among other things, with respect to: (i) cable system rates for both
basic and certain non basic services; (ii) programming access and exclusivity arrangements; (iii) access to
cable channels for public, educational and governmental programming; (iv) leased access terms and
conditions; (v) horizontal and vertical ownership of cable systems; (vi) consumer protection and customer
service requirements; (vii) franchise renewals; (viii) television broadcast signal carriage requirements and
retransmission consent; (ix) technical standards; and (x) privacy of customer information.
Federal Regulations. The FCC, the principal federal regulatory agency with jurisdiction over cable
television, has promulgated regulations implementing the federal statutes.
Rate Regulation. Under federal laws, nearly all cable television systems are subject to local rate
regulation of basic service pursuant to a formula established by the FCC and enforced by local franchising
authorities. Additionally, the 1992 Cable Act required the FCC to review rates for non basic service tiers,
known as "cable programm.ing service tiers" ("CPST"), comprised of cable programming services other than
per-channel or per-program services, in response to complaints filed by franchising authorities; prohibited
cable television systems from requiring subscribers to purchase service tiers above basic service in order to
purchase premium service if the system is technically capable of doing so; required the FCC to adopt
regulations to establish, on the basis of actual costs, the price for installation of cable service and rental of
cable equipment; and allowed the FCC to impose restrictions on the retiering and rearrangement of basic and
CPST services under certain limited circumstances.
Under the 1996 Telecommunications Act, regulation of CPST rates is scheduled to terminate on
March 31, 1999. Regulation of both basic and CPST rates also ceases for any cable system subject to
"effective competition." The 1996 Telecommunications Act expanded the definition of "effective competi-
tion" to cover situations where a local telephone company or its affiliate, or any multichannel video provider
using telephone company facilities, offers comparable video service by any means except direct-ta-home
("DTH"). The FCC has found Time Warner Cable to be subject to "effective competition" in certain
jurisdictions.
1-28
The FCC's rate regulations employ a benchmark system for measuring the reasonableness of existing
basic and CPST service rates. Alternatively, cable operators have the opportunity to make cost-of-service
showings which, in some cases, may justify rates above the applicable benchmarks. The regulations also
provide that future rate increases may not exceed an inflation-indexed amount, plus increases in certain costs
beyond the cable operator's control, such as taxes, franchise fees and programming costs. Cost-based
adjustments to these capped rates can also be made in the event a cable operator adds or deletes channels or
significantly upgrades its system. In addition, new product tiers consisting of services new to the cable system
can be created free of rate regulation as long as certain conditions are met, e.g., services may not be moved
from existing tiers to the new product tier. The rules also require that charges for cable-related equipment
(e.g., converter boxes and remote control devices) and installation be unbundled from the provision of cable
service and based upon actual costs plus a reasonable profit.
Local franchising authorities and/or the FCC are empowered to order a reduction of existing rates that
exceed the maximum permitted level for either basic and/or CPST services and associated equipment, and
refunds can be required.
In 1996, the FCC adopted a Social Contract with Time Warner Cable which resolved all of the cable
television rate complaints then pending against Time Warner Cable and requires Time Warner Cable to
upgrade its domestic cable television systems. The Social Contract was negotiated in accordance with the
FCC's authority to consider and adopt "social contracts" as alternatives to other regulatory approaches
applicable to cable television rates. Specifically, the Social Contract provides for an estimated $4.7 million
plus interest in refunds in the form of bill credits to subscribers of certain designated Time Warner Cable
systems, a commitment by Time Warner Cable to establish a lifeline basic service priced at 10% below Time
Warner Cable's benchmark regulated rates with an adjustment to the nonbasic tier to recoup the reduced
basic service tier revenue; and a commitment by Time Warner Cable to upgrade its domestic systems by
December 31, 2000. Time Warner Cable is allowed to increase the non-basic service tier by $1.00 per year
over the term of the Social Contract. At Time Warner Cable's election, the Social Contract's limitation on
non-basic service tier rates would no longer be effective after March 31, 1999. Court appeals that were filed
seeking review of the FCC decision adopting the Social Contract have all been resolved. An appeal filed by
Middletown Township, PA in 1999 remains pending but is limited to the question whether Time Warner
Cable owes refunds to subscribers in that Township.
Carriage of Broadcast Television Signals. The 1992 Cable Act allows commercial television broadcast
stations that are "local" to a cable system to elect every three years either to require the cable system to carry
the station, subject to certain exceptions, or to negotiate for "retransmission consent" to carry the station.
Broadcast stations may seek monetary compensation or the carriage of additional programming in return for
granting retransmission consent. Local non-commercial television stations are also given mandatory carriage
rights, subject to certain exceptions. Unlike commercial stations, non-commercial stations are not given the
option to require negotiation of retransmission consent. In addition. cable systems must obtain retransmission
consent for the carriage of all "distant" commercial broadcast stations, except for certain "superstations," i.e.,
commercial satellite-delivered independent stations such as WGN. Time Warner Cable has obtained any
necessary retransmission consents from all stations carried, which consents have varying expiration dates. In
those cases where the expiration date of particular agreements has not been contractually varied from the
original schedule set up by the 1992 Act, the next three-year election between mandatory carriage and
retransmission consent for local commercial television stations will occur on October 1, 1999.
Deletion of Certain Programming. Cable television systems that serve 1,000 or more customers must
delete the simultaneous or nonsimultaneous network programming of a distant station upon the appropriate
request of a local television station holding local exclusive rights to such programming. FCC regulations also
enable television broadcast stations that have obtained exclusive distribution rights for syndicated program-
ming in their market to require a cable system to delete or "black out" such programming from non-local
television stations which are carried by the cable system.
1-29
Public and Leased Access Channels. The 1984 Cable Act permits local franchising authorities to require
operators to set aside certain channels for public, educational and governmental access programming. The
1984 Cable Act further requires cable television systems with thirty-six or more activated channels to
designate a portion of their channel capacity for commercial leased access by unaffiliated third parties. The
1992 Cable Act requires leased access rates to be set according to a formula determined by the FCC.
Ownership. The 1996 Telecommunications Act repealed the 1984 Cable Act's restrictions on local
exchange telephone companies (..LECs") from providing video programming directly to customers within
their local exchange telephone service areas. With certain limited exceptions, a LEC may not acquire more
than a 10% equity interest in an existing cable system operating within the LEC's service area. The 1996
Telecommunications Act also authorized LECs and others to operate "open video systems" ("OYS") which
are not subject to the full array of regulatory obligations imposed on traditional cable systems, although OYS
operators can be required to obtain a franchise by a local governmental body and/or to make payments in lieu
of cable franchise fees. A number of separate entities have been certified to operate open video systems in
areas where the Company operates cable systems, including New York City.
The 1996 Telecommunications Act eliminated the FCC rule prohibiting common ownership between a
cable system and a national broadcast television network, and the statutory ban covering certain common
ownership interests, operation or control between a television station and cable system within the station's
Grade B signal coverage area. However, the parallel FCC rule against cable/television station cross-ownership
remains in place, subject to the outcome of a pending review by the FCC. Time Warner Cable obtained a
temporary waiver from this rule, and has sought a pennanent waiver, so that it could continue to own certain
Atlanta area cable systems located within the Grade B signal coverage area of television station WTBS. The
FCC denied the permanent waiver request, but that denial is presently stayed pending resolution of a petition
for reconsideration. This matter will be rendered moot upon consummation of a proposed exchange of cable
systems with MediaOne. Finally, the 1992 Cable Act prohibits common ownership, control or interest in cable
television systems and MMDS facilities or SMA TV systems having overlapping service areas, except in
limited circumstances. The 1996 Telecommunications Act exempts cable systems facing "effective competi-
tion" from the MMDS and SMATV cross-ownership restrictions.
The FCC has initiated a rulemaking proceeding in which it asks what restrictions, if any, should be placed
on a cable operator's ownership of a DTH service. This could affect Time Warner, in that TWE has an
ownership interest in Primestar,aDTH service. This concern would no longer exist if the proposed sale of
Primestar to DirectTV is consummated. See "Cable - Primestar," above.
The 1992 Cable Act directed the FCC to adopt so-called subscriber-limit rules, establishing reasonable
limits on the number of cable subscribers.an operator may reach through systems in which it holds an
attributable interest. The FCC has promulgated a rule imposing a limit of 30% of homes passed, but it is
currently conducting further rulemaking proceedings in which it may revisit the substance of that rule.
Pursuant to the 1992 Caple Act~ the FCC has also adopted so-called channel-occupancy rules that, with
certain exceptions, preclude a cable television system from devoting more than 40% of its first 75 activated
channels to national video programming services in which the cable system owner has- an attriQutable interest.
Time Warner Cable is a party to a federal-court challenge to the validity of both the channel-occupancy rules
and the subscriber-limit rules. Pending this challenge, the FCC has voluntarily stayed the effectiveness of the
subscriber-limit rules (with the exception of certain reporting requirements) but not the channel-occupancy
rules.
Other FCC Regulations. Additional FCC regulations relate to a cable system's carriage of local sports
programming; privacy of customer infonnation; equipment compatibility; franchise transfers; franchise fees;
closed captioning; equal employment opportunity; pole attachments; restrictions on origination and cablecast-
ing by cable system operators; application of the rules governing political broadcasts; customer service;
technical standards; home wiring; and limitations on advertising contained in nonbroadcast children's
programming. Pursuant to the 1996 Telecommunications Act, the FCC changed the formula for pole
attachment fees which will result in substantial increases in payments by cable operators to utilities for pole
1-30
attachment rights when telecommunications services are delivered by cable systems. This new higher rate
formula will be phased in beginning in February 2001.
Copyright. Cable television systems are subject to federal copyright licensing covering carriage of
broadcast signals. In exchange for making semi-annual payments to a federal copyright royalty pool and
meeting certain other obligations, cable operators obtain a statutory license to retransmit broadcast signals.
The amount of this royalty payment varies, depending on the amount of system revenues from certain sources,
the number of distant signals carried, and the location of the cable system with respect to over-the-air
television stations. . . .
State and Local Regulation. Because a cable television system uses local streets and rights-of-way,
cable television systems are subject to local regulation, typically imposed through the franchising .process, and
certain states have also adopted cable television legislation and regulations. Cable franchises are nonexclusive,
granted for fixed terms and usually terminable if the cable operator fails to comply with material provisions.
No Time Warner Cable franchise has been terminated due to breach. Franchises usually call for the payment
of fees (which are limited under the 1984 Cable Act to 5% of the system's gross revenues from cable service)
to the granting authority. The terms and conditions of cable franchises vary materially from jurisdiction to
jurisdiction, and even from city to city within the same state, historically ranging from reasonable to highly
restrictive or burdensome.
The 1992 Cable Act prohibits exclusive franchises and allows franchising authorities to operate their own
multichannel video distribution system without having to obtain a franchise.
The 1996 Telecommunications Act provides that local franchising authorities may not condition the grant
or renewal of a cable franchise on the provision of telecommunications service or facilities (other than
institutional networks) and clarifies that the calculation of franchise fees is to be based solely on revenues
derived from the provision of cable services, not revenues derived from telecommunications services.
Renewal of Franchises. The 1984 Cable Act established renewal procedures and criteria designed to
protect incumbent franchisees against arbitrary denials of renewal. While these formal procedures are not
mandatory unless timely invoked by either the cable operator or the franchising authority, they can provide
substantial protection to incumbent franchisees. The 1992 Cable Act makes several changes to the renewal
process which could make it easier in some cases for a franchising authority to deny renewal.
In the renewal process, a franchising authority may seek.to impose new and more onerous requirements,
such as upgraded facilities, increased channel capacity or enhanced services, although the municipality must
take into account the cost of meeting such requirements. Time Warner Cable may be required to make
significant additional investments in its cable television systems as part of the franchise renewal process. Of
Time Warner Cable's franchises, as of January 1, 1999, approximately 180 franchises serving approximately
580,000 subscribers expire during the period ending December 31, 2001. Although Time Warner Cable has
been successful in the past in negotiating new franchise agreements, there can be no assurance as to the
renewal of franchises in the futuI:e.
The foregoing does not describe all present and proposed federal, state and local regulations and
legislation relating to the cable television industry. Other existing federal regulations, copyright licensing and,
in many jurisdictions, state and local franchise requirements, currently are the subject of a variety of judicial
proceedings, legislative hearings and administrative and legislative proposals which could change, in varying
degrees, the manner in which cable television systems operate.
FfC Consent Decree
As a result of the TBS Transaction, the Company is subject to a Consent Decree (the "FTC Consent
Decree") entered into with the Federal Trade Commission ("FfC"), certain provisions of which impose
limitations on the Company's business conduct with respect to the sale of certain of its cable programming
services. These provisions, among other things, prohibit the Company from increasing the pre- TBS Transac-
tion pricing ratios which existed between large and small distributors in geographic areas also served by Time
1-31
Warner Cable. In addition, under the terms of the FTC Consent Decree, Time Warner Cable is required to
carry on a significant number of its cable systems a 24-hour per day news and information channel that is not
owned, controlled by or affiliated with the Company. Compliance with the FTC Consent Decree is not
expected to cause an undue financial burden on the Company.
New Copyright Legislation
In 1998 two important pieces of federal legislation were enacted that will benefit the Company's
businesses: The Sonny Bono Copyright Term Extension Act extends the term of copyright protection in the
United States by 20 years, and the Digital Millennium Copyright Act ("DMCA") prohibits the circumven-
tion of copy protection technologies and establishes rules with respect to the liability of online service providers
for copyright infringements when users or subscribers transmit or provide infringing material.
1-32
DESCRIPTION OF AGREEMENT WITH
UBERTY MEDIA CORPORATION
The following description summarizes certain provisions of the Company's agreement with Liberty
Media Corporation (an affiliate ofTCI) and certain of its subsidiaries (collectively, "LMC") that was entered
into in connection with the TBS Transaction and the FTC Consent Decree. Such description does not purport
to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the Second
Amended and Restated LMC Agreement dated as of September 22,1995 among the Company, Time Warner
Companies, Inc. and LMC (the "LMC Agreement").
Ownership of Time Warner Common Stock
Pursuant to the LMC Agreement, immediately following consummation of the TBS Transaction, LMC
exchanged the 50.6 million shares of Time Warner common stock, par value $.01 per share ("Time Warner
Common Stock"), received by LMC in the TBS Transaction on a one-for-one basis for 50.6 million shares of
Series LMCN-V Common Stock. In June 1997, LMC and its affiliates received 6.4 million additional shares
of Series LMCN-V Common Stock pursuant to the provisions of an option agreement between the Company
and LMC and its affiliates. Each share of Series LMCN- V Common Stock receives the same dividends and
otherwise has the same rights as two shares of Time Warner Common Stock except that (a) holders of .
SeriesLMCN-V Common Stock are entitled to 1/5Oth of a vote per share on the election of directors and do
not have any other voting rights, except as required by law or with respect to limited matters, including
amendments to the terms of the Series LMCN-V Common Stock adverse to such holders, and (b) unlike
shares of Time Warner Common Stock, shares of Series LMCN-V Common Stock are not subject to
redemption by the Company if necessary to prevent the loss by the Company of any governmental license or
franchise. The Series LMCN-V Common Stock is not transferable, except in limited circumstances, and is
not listed on any securities exchange.
LMC exchanged its shares of Time Warner Common Stock for Series LMCN-V Common Stock in
order to comply with the FTC Consent Decree, which effectively prohibits LMC and its affiliates (including
TCI) from owning voting securities of the Company other than securities that have limited voting rights. Each
share of Series LMCN-V Common Stock is convertible into two shares of Time Warner Common Stock at
any time when such conversion would no longer violate the FTC Consent Decree or have a Prohibited Effect
(as defined below), including following a transfer to a third party.
Other Agreements
Under the LMC Agreement, if the Company takes certain actions that have the effect of (a) making the
continued ownership by LMC of the Company's equity securities illegal under any federal or state law,
(b) imposing damages or penalties on LMC under any federal or state law as a result of such continued
ownership, (c) requiring LMC to divest any such Company equity securities, or (d) requiring LMC to
discontinue or divest any business or assets or lose or significantly modify any license under any communica-
tions law (each a "Prohibited Effect"), then the Company will be required to compensate LMC for income
taxes incurred by it in disposing of all the Company's equity securities received by LMC in connection with
the TBS Transaction and related agreements (whether or not the disposition of all such equity securities is
necessary to avoid such Prohibited Effect).
The agreements described in the preceding paragraph may have the effect of requiring the Company to
pay amounts to LMC in order to engage in (or requiring the Company to refrain from engaging in) activities
that LMC would be prohibited under the federal communications laws from engaging in. Based on the current
businesses of the Company and LMC and based upon the Company's understanding of applicable law, the
Company does not expect these requirements to have a material effect on its business.
1-33
DESCRIPTION OF CERTAIN PROVISIONS OF THE
TWE PARTNERSIDP AGREEMENT
The following description summarizes certain provisions of the TWE Partnership Agreement relating to
the ongoing operations of TWE. Such description does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the provisions of the TWE Partnership Agreement.
Management and Operations of TWE
Partners. Upon the capitalization of TWE in June 1992, certain subsidiaries of the Company became
the general partners (the "Class B Partners" or the "Time Warner General Partners") of TWE and
subsidiaries of Itochu Corporation ("ITOCHU") and Toshiba Corporation ("Toshiba") became limited
partners ofTWE (the "Class A Partners"). A subsidiary of MediaOne (formerly US West) was admitted as a
Class A Partner in September 1993. In 1995, Time Warner acquired the limited partnership interests of
Itochu and Toshiba. Consequently, the limited partnership interests in TWE are held by the Class A Partners
consisting of MediaOne and wholly owned subsidiaries of the Company and the general partnership interests
i.n TWE are held by the Class B Partners consisting of wholly owned subsidiaries of the Company.
Board of Representatives. Subject to the authority of the Cable Management Committee (as described
below) with respect to the Cable division, the business and affairs of TWE are managed under the direction of
a board of representatives (the "Board of Representatives" or the "Board") that is comprised of representa-
tives appointed by subsidiaries of Time Warner (the "Time Warner Representatives") and representatives
appointed by MediaOne (the "MediaOne Representatives").
The Time Warner Representatives control all Board decisions except for certain matters including (i) the
merger or consolidation of TWE; (ii) the sale or other disposition of. assets of TWE generating in excess of
10% of the consolidated revenues of TWE during the previous fiscal year or representing in excess of 10% of
the fair market value of the total assets of TWE (in each case, other than in connection with certain joint
ventures and "cable asset swaps" as to which the thresholds are greater); (iii) any acquisition by TWE, other
than in the ordinary course of business, if the consideration paid by TWE in connection with such acquisition
would exceed the greater of (1) $750 million and (2) 10% of the consolidated revenues of TWE for the most
recently ended fiscal year of TWE; (iv) the engagement by TWE in any business other than the businesses
then being conducted by TWE, as they may evolve from time to time and any business related. to such
businesses (provided that TWE may not engage in the manufacturing, sale or servicing of hardware, other
than as may be incidental to TWE's businesses); (v) the incurrence by TWE of indebtedness for money
borrowed if, after giving effect to such incurrence, the ratio of total indebtedness for money borrowed to cash
flow would exceed the greater of (x) 5.00 to 1.00 and (y) .5 over the analogous ratio in the TWE credit
agreement as in effect from time to time; (vi) cash distributions other than as provided in the TWE
Partnership Agreement; (vii) the dissolution or voluntary bankruptcy of TWE; and (viii) any amendment to
the TWE Partnership Agreement, which matters also require the approval of the MediaOne Representatives.
The managing general partners, both of which are wholly owned subsidiaries of Time Warner, may take
any action without the approval or consent of the Board if such action may be authorized by the Time Warner
Representatives without the approval of the MediaOne Representatives. However, see "Cable Management
Committee," below.
Cable Management Committee. Subject to obtaining necessary franchise and other approvals, the
businesses and operations of the cable television systems ("Cable Systems") of TWE and the TWE-A/N
Partnership are governed by a Cable Management Committee (the "Management Committee"). The
Management Committee is comprised of six voting members, three designated by MediaOne and three
designated by TWE. Advance/Newhouse has the right to designate a non-voting member to the Management
Committee. If MediaOne at any time owns less than 500/0 of the partnership interest which it owned, directly
or indirectly, as of September 15, 1993 or if a "change in control" of MediaOne occurs, MediaOne's right to
designate or maintain any members of the Management Committee will terminate. The Cable Systems are
managed on a day-to-day basis by Time Warner Cable. The approval of a majority of the members of the
Management Committee is required for certain significant transactions relating to the Cable Systems,
1-34
including, among other things, the sale, pledge or encumbrance of assets of any Cable System, the acquisition
of cable assets, the making of commitments or expenditures relating to any Cable System, in each case subject
to agreed upon thresholds, certain decisions with respect to design, architecture and designation of cable
systems for upgrade and the adoption of the annual business plan.
Day-to-Day Operations. TWE is managed on a day-to-day basis by the officers of TWE, and each of
TWE's three principal divisions is managed on a day-to-day basis by the officers of such division. The officers
of Time Warner are also officers of TWE.
Certain Covenants
Covenant Not to Compete. For so long as any partner (or affiliate of any partner) owns in excess of 5%
of TWE and in the case of any Time Warner General Partner, for one year thereafter, such partner (including
its affiliates) is generally prohibited from competing or owning an interest in the three principal lines of
business of TWE ~ cable, cable programming and filmed entertainment (including the ownership and
operation of theme parks) - as such businesses may evolve, subject to certain agreed upon exceptions
(including TBS), limited passive investments and inadvertent violations. The covenant not to compete does
not prohibit (i) MediaOne from conducting cable and certain regional programming businesses in the 14-state
region in which US WEST, Inc. provides telephone service, (ii) any party from engaging in the cable business
in a region in which TWE is not then engaging in the cable business, subject to TWE's right of first refusal
with respect to such cable business, or (iii) any party from engaging in the telephone or information services
business. ITOCHU and Toshiba continue to be bound by and benefit from the non-compete provisions but
only as they relate to Japan.
Transactions with Affiliates. Subject to agreed upon exceptions for certain types of arrangements, TWE
has agreed not to enter into transactions with any partner or any of its affiliates other than on an arm's-length
basis.
Registration Rights
Beginning on June 30, 2002 (or as early as June 30, 1999 if certain threshold cash distributions are not
made to the Class A Partners), the Class A Partners holding, individually or in the aggregate, at least 10% of
the residual equity of TWE will have the right to request that TWE reconstitute itself as a corporation and
register for sale in a public offering an amount of partnership interests held by such Class A Partners
determined by an investment banking firm so as to maximize trading liquidity and minimize the initial public
offering discount, if any. Upon any such request, the parties will cause an investment banker to determine the
price at which the interests sought to be registered could be sold in a public offering (the" Appraised Value").
Upon determination of the Appraised Value, TWE may elect either to register such interests or purchase such
interests at the Appraised Value, subject to certain adjustments. IfTWE elects to register the interests and the
proposed public offering price (as determined immediately prior to the time the public offering is to be
declared effective) is less than 92.5% of the Appraised Value, TWE will have a second option to purchase
such interests immediately prior to the time such public offering would otherwise have been declared effective
by the Securities and Exchange Commission at the proposed public offering price less underwriting fees and
discounts. If TWE exercises its purchase option, it will be required to pay the fees and expenses of the
underwriters. Upon exercise of either purchase option, TWE may also elect to purchase the entire partnership
interests of the Class A Partners requesting registration at the relevant price, subject to certain adjustments.
In addition to the foregoing, MediaOne will have tbe right to exercise an additional demand registration
right (in which the other Class A Partners would be entitled to participate) beginning 18 months following the
date on which TWE reconstitutes itself as a corporation and registers the sale of securities pursuant to a
previously exercised demand registration right.
At the request of any Time Warner General Partner, TWE will effect a public offering of the partnership
interests of the Time Warner General Partners or reconstitute TWE as a corporation and register the shares
held by the Time Warner General Partners. In any such case, the Class A Partners will have standard "piggy-
back" registration rights.
1-35
Upon any reconstitution of TWE into a corporation, each partner will acquire preferred and common
equity in the corporation corresponding in both relative value, rate of return and priority to the partnership
interests it held prior to such reconstitution, subject to certain adjustments to compensate the partners for the
effects of converting their partnership interests into capital stock.
Certain Put Rights of the Class A Partners
Change in Control Put. Upon the occurrence of a change in control of Time Warner, at the request of
any Class A Partner, TWE will be required to elect either to liquidate TWE within a two-year period or to
purchase the interest of such partner at fair market value '(without any minority discount) as determined by
investment bankers. A "change in control" of Time Warner shall be deemed to have occurred:
(x) whenever, in any three-year period, a majority of the members of the Board of Directors of the
Company elected during such three-year period shall have been so elected against the recommendation of the
management of the Company or the Board of Directors shall be deemed to have been elected against the
recommendation of such Board of Directors of the Company in office immediately prior to such election;
provided, however, that for purposes of this clause (x) a member of such Board of Directors shall be deemed
to have been elected against the recommendation of such Board of Directors if his or her initial election occurs
asa result of either an actual or threatened election contest (as such terms are used in Rule 14a-ll of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended) or other actual or
threatened 'solicitation of proxies or consents by or on behalf of a person other than such Board of Directors; or
(y) whenever any person shall acquire (whether by merger, consolidation, sale, assignment, lease,
transfer or otherwise, in one transaction or any related series of transactions), or otherwise beneficially owns
voting securities of the Company that represent in excess of 50% of the voting power of all outstanding voting
securities of the Company generally entitled to vote for the election of directors, if such person acquires or
publicly announces its intention to initially acquire ten percent or more of such voting securities in a
transaction that has not been approved by the management of the Company within 30 days after the date of
such acquisition or public announcement.
Assignment of Put Rights, etc. TWE, with the consent of such assignee, may assign to the Company,
any general partner or any third party, the obligation to pay the applicable put price in connection with the
exercise of a change in control put right by a Class A Partner and the right to receive the partnership interests
in payment therefor.
With respect to any of the put rights of the Class A Partners, TWEmay pay the applicable put price in
cash or Marketable Securities (defined as any debt or equity securities that are listed ona national securities
exchange or quoted on NASDAQ) issued by TWE (or if TWE assigns its obligation to pay the put price to
the Company, by the Company). The amount of any Marketable Securities comprising the applicable put
price shall be determined based on the market price of such securities during the seven months following the
closing of such put transaction.
Restrictions on Transfer by Time Warner General Partners
Time Warner General Panners. Any Time Warner General Partner is permitted to dispose of any
partnership interest (and any Time Warner General Partner and any parent of any Time Warner General
Partner may issue or sell equity) at any time so long as, immediately after giving effect thereto, (i) the
Company would not own, directly or indirectly, less than (a) 43.75% of the residual equity of TWE, if such
disposition occurs prior to the date on which the Class A Partners have received cash distributions of $500
million per $1 billion of investment, and (b) 35% of the residual equity ofTWE if such disposition occurs after
such date, (ii) no person or entity would own, directly or indirectly, a partnership interest greater than that
owned, directly or indirectly, by the Company, and (iii) a subsidiary of the Company would be a managing
general partner of TWE.
1-36
No other dispositions are permitted, except that the Company may sell its entire partnership interest
subject to the Class A Partners' rights of first refusal and "tag-along" rights pursuant to which the Company
must provide for the concurrent sale of the partnership interests of the Class A Partners so requesting.
CURRENCY RATES AND REGULA:rIONS
The Company's foreign operations are subject to the risk of fluctuation in currency exchange rates and to
exchange controls. The Company cannot predict the extent to which such controls and fluctuations in currency
exchange rates may affect its operations in the future or its ability to remit dollars from abroad. See Note 1
"Organization and Summary of Significant Accounting Policies - Foreign Currency" and Note 15 "Financial
Instruments - Foreign Currency Risk Management" to the consolidated financial statements set forth at
pages F-29 and F-56, respectively, herein. For the revenues of international operations, see Note 16 "Segment
Information" to the consolidated financial statements set forth on page F-58 herein.
EMPLOYEES
At December 31, 1998, the Company employed a total of approximately 67,500 persons, including
approximately 29,400 persons employed by TWE.
1-37
Item 2. Properties
Corporate, TBS, Publishing and Music
The following table sets forth certain information as of December 31, 1998 with respect to the Company's
principal properties (over 250,000 square feet in area) that are used primarily by TBS and the Company's
publishing and music divisions or occupied for corporate offices, all of which the Company considers adequate
for its present needs, and all of which were substantially used by the Company or were leased to outside
tenants:
Location
New York, New York
75 Rockefeller Plaza
Rockefeller Center
New York, New York
Time & Life Bldg.
Rockefeller Center
New York, New York
1290 Ave. of the
Americas
Atlanta, Georgia
One CNN Center
Atlanta, Georgia
1050 Techwood Dr.
Lebanon, Indiana
121 N. Enterprise Blvd.
Mechanicsburg,
Pennsylvania
1225 S. Market St.
Indianapolis, Indiana
4200 N. Industrial
Street
Olyphant, Pennsylvania
1400 and 1444 East
Lackawanna Avenue
Nortorf, Germany
Niedernstrasse 3-7
Alsdorf, Germany
Max-Planck Strasse 1-9
Terre Haute, Indiana
4025 3rd Parkway
Principal Use
Executive and administrative
offices (Corporate and Music)
Business and editorial offices
(Publishing and Corporate)
Offices (Music)
Executive and administrative
offices, studio (TBS) retail,
hotel and theatres
Offices and studios (TBS)
Warehouse space (Publishing)
Office and warehouse space
(Publishing)
Warehouse space (Publishing)
Manufacturing, warehouses,
distribution and office space
(Music)
Manufacturing, distribution and
office space (Music)
Manufacturing, distribution and
office space (Music)
Manufacturing and office space
(Music)
1-38
Approximate
Square Feet
Floor Space
Type of Ownership
Expiration Date of Lease
Leased by the Company. Lease
expires in 2014.
Approximately 94,368 sq. ft.
are sublet to outside tenants.
Leased by the Company. Most
leases expire in 2007.
Approximately 33,000 sq. ft.
are sublet to outside tenants.
Leased by the Company.
Leases expire 2000- 20 12.
Approximately 30,850 sq. ft.
are sublet to outside tenants.
1,570,000 Owned by the Company.
Approximately 131,140 sq. ft.
are sublet to outside tenants.
560,000
1,506,000
273,800
311,000 Owned and occupied by the
Company.
500,450 Leased by the Company. Lease
expires in 2006.
358,000 Owned and occupied by the
Company.
253,000 Owned and occupied by the
Company.
1,012,000 Owned and occupied by the
Company.
550,000 Owned and occupied by the
Company.
269,000 Owned and occupied by the
Company.
269,000 Leased by the Company. Lease
expires in 2001.
Cable Networks - HBO, Filmed Entertainment and Cable
The following table sets forth certain information as of December 31, 1998 with respect to principal
properties (over 250,000 square feet in area) owned or leased by the Company's Cable Networks - HBO,
Filmed Entertainment and cable television businesses, all of which the Company considers adequate for its
present needs, and all of which were substantially used by TWE:
Location
New York, New York
1100 and 1114 Avenue
of the Americas
Burbank, California
The Warner Bros. Studio
Baltimore, Maryland
White Marsh
West Hollywood,
California
The Warner Hollywood
Studio
Valencia, California
Undeveloped Land
Principal Use
Business offices (HBO)
Sound stages, administrative,
technical and dressing room
structures, screening theaters,
machinery and equipment
facilities, back lot and parking
lot and other Burbank
properties (Filmed
Entertainment)
Warehouse (Filmed
Entertainment)
Sound stages, administrative,
technical and dressing room
. structures, screening theaters,
machinery and equipment
facilities (Filmed
Entertainment)
Location filming (Filmed
Entertainment)
Approximate
Square Feet
Floor Space! Acres
335,000 sq. ft.
and 241,390
sq. ft.
3,303,000 sq.
f1. of improved
space on 158
acres (a)
387,000 sq. ft.
350,000 sq. ft.
of improved
space on 11
acres
232 acres
Type of Ownership;
Expiration Date of Lease
Leased by TWE.
Leases expire in 2004 and
2006.
Owned by TWE.
Owned by TWE.
Owned by TWE.
Owned by TWE.
(a) Ten acres consist of various parcels adjoining The Warner Bros. Studio, with mixed commercial, office
and residential uses.
Item 3. Legal Proceedings
In the matter of Six Flags Fund, Ltd., Six Flags Over Georgia. LLC and George DeRay v. Time Warner
Entertainment Company, L.P., Six Flags Entertainment Corporation. Six Flags Theme Parks Inc.. and Six
Flags Over Georgia. Inc., which has been pending in the Superior Court for Gwinnett County, Georgia and
which is described further in the Form 100K filed by the Company for the year ended December 31, 1997,
plaintiffs sought imposition of a constructive trust, compensatory damages in excess of $250 million and
unspecified punitive damages for alleged breaches of fiduciary duty, conversion, fraud and conspiracy allegedly
committed by the defendants in connection with the management of the Six Flags Over Georgia theme park.
On October 22, 1998, following the close of discovery, plaintiffs amended their complaint so as to drop their
claim for fraud and to modify their claim for breach of contract. Following trial, on December 18, 1998, the
jury returned a verdict in favor of the plaintiffs and awarded the two plaintiffs a total of approximately $197
million in compensatory damages on their claims for breach of fiduciary duty. On December 21, 1998, the
same jury awarded plaintiffs an additional $257 million in punitive damages. Defendants moved on
February 1, 1999, for judgment notwithstanding the verdict, for a new trial and for the remittur of all or part of
the damages awarded by the jury based on defendants' assertion that the trial court committed legal error.
Among other grounds, defendants argue that defendants complied with all fiduciary duties as are defined by
the operative legal agreement between the parties; that defendants' conduct in the context of ann's length
negotiations was not a breach of fiduciary duty as a matter of law; that defendants cannot be held liable for
their good-faith business judgments; that as a matter of law the defendants did not have a fiduciary duty to
make capital expenditures in amounts that exceeded those that were otherwise contractually agreed to by the
1-39
parties; that the Court improperly prevented defendants from introducing relevant and important evidence;
and that the Court improperly commented on evidence received during the trial. Defendants' papers also argue
that the Court provided a number of erroneous instructions to the jury or, in other cases, failed to provide any
instruction to the jury on pertinent legal issues, including the application of law with respect to alleged
fiduciary duties in matters specifically addressed by contract. With respect to damages, defendants argue that
the evidence presented concerning compensatory damages was unduly speculative and excessive as a matter of
law, and that the evidence and applicable law cannot support the award of punitive damages. TWE and its
51 % partner in Six Flags retained financial responsibility for this litigation following completion of the sale of
the Six Flags companies to Premier Parks, Inc.
On September 13, 1995, Francis Ford Coppola, Fred Fuchs and FFC, Inc. ("Coppola") filed a lawsuit in
the Superior Court of California, County of Los Angeles against Warner Bros., alleging that Warner Bros.
unlawfully interfered with Coppola's efforts to develop with another film studio a previously undeveloped film
project based on "Pinocchio." Among other things, Coppola asked that the Court declare that any prior
agreement between Coppola and Warner Bros. to produce the film was void or that it be rescinded. In 1997,
the Court granted the plaintiffs' motion to declare that any alleged agreement between Warner Bros. and
Coppola was void under the Copyright Act's statute of frauds provision. On June I, 1998, the case went to trial
and on July 2, 1998, the jury found in Coppola's favor with respect to the interference claims and awarded $20
million in compensatory damages; on July 9, 1998, the jury awarded an additional $60 million in punitive
damages for these claims. Warner Bros. subsequently filed motions for judgment notwithstanding the verdict,
for a new trial and to set aside the damages awarded, as a result of which, on October 15, 1998, the Court
vacated the $60 million punitive damages award. Both sides have taken appeals from the Court's rulings.
On February 4, 1999, the Department of Justice served a Civil Investigative Demand ("CID") on
various motion picture studios including Warner Bros., calling for the production of certain information and
documents about distribution licenses and relationships between the studios and movie theaters. The CID
served upon Warner Bros. also calls for responsive information about the operations of New Line.
In October 1993, 15 music performers or representatives of deceased performers, on behalf of an alleged
similarly-situated class, filed suit in the United States District Court for the Northern District of Georgia
against approximately 50 record companies, including four WMG record labels; (Samuel D. Moore. et al. v.
American Federation of Television and Radio Artists. et al.. No. 93-Civ-2358). Plaintiffs claimed that the
recording companies under-reported and under-contributed to the Fund, in violation of ERISA, in breach of
contract and fiduciary duty, through fraud and embezzlement, and in violation of RICO, and that the
American Federation of Television and Radio Artists ("AFTRA") (their union), and the AFTRA Health
and Retirement Fund (the "Fund") had breached their fiduciary duties and acted in violation of ERISA in
failing to enforce the recording companies' obligations. Plaintiffs sought substantial, but unquantified,
monetary damages, treble damages, attorneys' fees and costs and the imposition of a constructive trust over
their master recordings. The Court has dismissed all claims against AFTRA. The Court also consolidated with
this action a second, similar lawsuit, commenced by the same plaintiffs in the United States District Court for
the Southern District of New York. Through various Orders during this litigation, the Court has granted the
record company. defendants' motion to dismiss the ERISA claims but denied the defendants' motion to
dismiss state law claims for breach of contract and fraud and a motion for summary judgment on the RICO
claims. The Court has also declined to dismiss the claims against the Fund and the Fund Trustees. On
January 20, 1998, the Court denied plaintiffs' motions for class certification of the remaining claims against
the record company defendants and against the Fund and Fund Trustees. Accordingly, the case is now limited
to the individual remaining claims of the 15 named plaintiffs. By Order dated June 22, 1998, the Court granted
plaintiffs' motion to certify its order denying class certification for appeal to the Eleventh Circuit Court of
Appeals, and granted plaintiffs' motion for entry of judgment pursuant to Rule 54(b) in favor of the recording
company defendants on the ERISA claims. On October 6, 1998, the Eleventh Circuit accepted interlocutory
review of the District Court's Order denying class certification and consolidated that appeal with the appeal on
the plaintiffs' ERISA claims.
On May 30, 1995, a purported class action was filed with the United States District Court for the Central
District of California, entitled Digital Distribution Inc. d/b/a Compact Disc Warehouse v. CEMA Distribu-
1-40
tion, Sony Music Entertainment, Inc., Warner Elektra Atlantic Corporation, UNI Distribution Corporation,
Bertelsmann Music Group, Inc. and PolyGram Group Distribution. Inc., No. 95-3536. The plaintiff,
representing a class of direct purchasers of recorded music compact discs ("CDs"), alleged that Warner
Elektra Atlantic Corporation ("WEA"), along with five other distributors of CDs, violated the federal
antitrust laws by engaging in a conspiracy to fix the prices of CDs, and sought an injunction and treble
damages (the "CD Price-Fixing Class Action"). On January 9, 1996, the defendants' motion to dismiss the
amended complaint was granted and the action was dismissed, with prejudice. Plaintiff appealed the dismissal
to the United States Court of Appeals for the Ninth Circuit, No. 96-55264. On July 3, 1997, the United States
Court of Appeals for the Ninth Circuit reversed the dismissal of the amended complaint and remanded the
case to the District Court, holding that the amended complaint was sufficient to meet the pleading
requirements of the Federal Rules and that the action should proceed. On October 29, 1997, the District
Court stayed proceedings in the action due to the filing on May 12, 1997 of a Chapter 7 Petition under the
U.S. Bankruptcy Code by plaintiff. Subsequently, the Bankruptcy Court permitted plaintiff to proceed and the
stay was lifted. On April 22, 1998, the Judicial Panel on Multidistrict Litigation consolidated for pretrial
purposes various other actions, including Chandu Dani d/b/a Compact Disc Warehouse and Record
Revolution v. EMI Music Distribution, Sony Music Entertainment. Inc.. Warner Elektra Atlantic Corporation.
Universal Music and Video Distribution. Bertelsmann Music Group. Inc. and Polygram Group Distribution.
Inc.. No. 97-7226 (C.D. Cal. 1997).. Obie. inc. d/b/a Chestnut Hill Compact Disc v. EMI Music Distribution.
Sony Music Entertainment. Inc.. Warner Elektra Atlantic Corporation, Universal Music and Video Distribu-
tion. Bertelsmann Music Group, Inc. and PolyGram Group Distribution, Inc.. No. 97-8864 (S.D.N.Y. 1997);
Third Street Jazz and Rock Holding Corporation v. EMI Music Distribution, Sony Music Entertainment. Inc..
Warner Elektra Atlantic Corporation. Universal Music and Video Distribution, Bertelsmann Music Group.
Inc. and PolyGram Group Distribution, Inc.. No. 97-8864 (C.D. Cal. 1997) and Nathan Muchnick. Inc. v.
Sony Music Entertainment. Inc., PolyGram Group Distribution, Inc.. Bertelsmann Music Group, Inc..
Universal Music and Video Distribution, Warner Elektra Atlantic Corporation and EMI Music Distribution.
No. 98 Civ. 0612(S.D.N.Y.1998). The consolidated actions are captioned In re Compact Disc Antitrust
Litigation. The Court has outlined certain pretrial procedures and discovery is proceeding pursuant to those
procedures.
On February 17, 1998, a purported class action was commenced in the Circuit Court of Cocke County,
Tennessee at Newport, entitled Ottinger & Silvey, et. al., v. EMI Music Distribution, Inc., Sony Music
Entertainment. Inc.. Warner Elektra Atlantic Corporation, UNI Distribution Corporation, Bertelsmann Music
Group, Inc.. and Polygram Group Distribution, Inc. The action is brought on behalf of persons who from
January 29, 1993 to the present, purchased CDs indirectly from the defendants in Alabama, Arizona,
California, the District of Columbia, Florida, Kansas; Maine, Michigan, Minnesota, Mississippi, New Mexico,
North Carolina, North Dakota, South Dakota, Tennessee, West Virginia and Wisconsin, and alleges that the
defendants are engaged in a conspiracy to fix the prices of CDs, in violation of the antitrust, unfair trade
practices and consumer protection statutes of each of those jurisdictions. On May 11, 1998, WEA and the
other defendants filed a motion to dismiss the complaint for failure to state a cause of action. Plaintiffs have
not yet responded to the motion.
On April 11, 1997, the Washington and Dallas offices of the Federal Trade Commission notified WEA
that they had commenced a preliminary investigation into whether WEA and others may be violating or have
violated laws against unfair competition by the adoption, implementation or maintenance of minimum
advertised pricing programs. On September 23,1997, Warner Communications Inc. was served by the Federal
Trade Commission with a subpoena duces tecum calling for the production of documents in connection with a
nonpublic investigation into whether the recorded music distribution companies and others may be engaging
or may have engaged in unfair methods of competition through the adoption, implementation and mainte-
nance of cooperative advertising programs that included minimum advertised price provisions. WEA has
produced documents in response to the subpoena.
On July 25, 1996, WEA was served with an antitrust civil investigative demand from the Office of the
Attorney General of the State of Florida that calls for the production of documents in connection with an
investigation to determine whether there is, has been or may be a conspiracy to fix the prices of CDs or
1-41
conduct consisting of unfair methods of competition or unfair trade practices in the sale and marketing of
CDs. WEA produced documents in compliance with the investigative demand. By letter dated January 8,
1998, WEA was notified by the Office of the Attorney General of the State of Florida that certain documents
that WEA had produced to its office were shared under a confidentiality provision in the Florida statutes with
the Office of the Attorney General of the State of Illinois and the Office of the Attorney General of the State
of New York.
Litigation relating to the 1990 merger of Time Inc. and WCI has either been dismissed or has been
dormant for years. The litigation. is described in previous reports on Form 10-K filed by the Company.
A subsidiary of Time Inc. holds a 50% interest in the parent entity of American Family Publishers
("AFP"). AFP's principal business is.direct mail magazine solicitation based on sweepstakes promotions. On
February 2, 1998, Florida's Attorney General filed a lawsuit which charged that AFP's mailings were false and
deceptive. The publicity surrounding this lawsuit quickly led to additional suits, filed by other attorneys
general as well as private plaintiffs. To date, 54 actions have been filed against AFP and other defendants in
various state and federal courts; 23 of these actions name as a party AFP's processing and customer service
vendor, Time Customer Service Inc., a wholly owned subsidiary of Time Inc. Of the 54 cases, 26 are class
actions, and five are brought by State Attorneys General; 37 cases are in Federal court and the remaining 17
cases are in State court. These actions allege, among other things; that AFP's sweepstakes magazine
solicitations misrepresent that the recipient has won the grand prize in AFP's sweepstakes. The actions seek
damages, attorney's fees and injunctive relief. On March 16, 1998, AFP entered into an "assurance of
voluntary compliance" with the Attorneys General of 32 states and the District of Columbia. AFP admitted
no wrongdoing but agreed to a payment in reimbursement of investigative expenses. Subsequently, AFP
entered into a settlement with the New York Attorney General. AFP admitted no wrongdoing but agreed to
contribute towards a special fund created by the New York Attorney General and also agreed to pay
investigative costs.
On March 29, 1996, Bartholdi Cable flk/a Liberty Cable Co., Inc, and L VE, LLC filed suit against
TWI, TWE, various cable division subsidiaries and Gerald Levin in the Eastern District of New York. The
action alleges claims for monopolization; attempted monopolization; conspiracy to monopolize in violation of
the antitrust laws; violations of the Lanham Act for purportedly misleading advertising and deceptive trade
practices. Defendants answered the complaint and filed counterclaims on June 18,1997, against Bartholdi and
certain individuals. The Court has declined motions to dismiss plaintiffs' claims or defendants' counterclaims.
On September 25, 1998, defendants filed a motion for summary judgment, which was denied by the Court on
November 17, 1998, with leave for resubmission after six months. Discovery is now ongoing. Plaintiffs Andrew
Parker and Eric DeBrauwere, on behalf of a purported nationwide class, brought this action on June 16, 1998,
against defendants TWE and Time Warner Cable in the Eastern District of New York. After defendants filed
a motion to dismiss on August 6, 1998, plaintiffs filed an amended complaint, which claims violations of the
Cable Act's privacy provisions, 47 V.S.C. ~ 551, related to the alleged disclosure by defendants of personally
identifiable information about plaintiffs through sales of customer lists. Plaintiffs also have asserted claims for
violation of New York law for deceptive trade practices, negligent misrepresentation and unjust enrichment.
The lawsuit seeks damages under the Cable Act, restitution of profits from the sale of such information,
interest, costs and attorney's fees. On December. 18, 1998, defendants filed a motion to dismiss the Amended
Complaint.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
1-42
EXECUTIVE OFFICERS OF THE COMPANY
Pursuant to General Instruction G (3), the information regarding the Company's executive officers
required by Item 401 (b) of Regulation S-K is hereby included in Part 1 of this report.
The following table sets forth the name of each executive officer of the Company, the office held by such
officer and the age, as of March 12, 1999, of such officer:
Name
Age Office
59 Chairman of the Board and Chief Executive Officer
60 Vice Chairman of the Board
50 President
41 Executive Vice President and Chief Financial Officer
64 Executive Vice President, General Counsel and Secretary
48 Senior Vice President
49 Senior Vice President
56 Senior Vice President and Controller
Gerald M. Levin. . . . . . . . . . . . . . . . . . .
R.E. Turner. . . . . . . . . . . . . . . . . . . . . . .
Richard D. Parsons. . . . . . . . . . . . . . . . .
Richard J. Bressler. . . . . . . . . . . . . . . . .
Peter R. Haje .....................
Timothy A. Boggs. . . . . . . . . . . . . . . . . .
Andrew J. Kaslow. . . . . . . . . .. . . . . . . .
John A. LaBarca. . . . . . . . . . . . . . . . . . .
Set forth below are the principal positions held by each of the executive officers named above since
March 1, 1994:
Mr. Levin. . . . . . . . . . . . . . . . . . . . . . . . . Chairman of the Board of Directors and Chief Executive Officer
since January 1993.
Mr. Turner. . . . . . . . . . . . . . . . . . . . . . .. Vice Chairman since the consummation of the TBS Transaction in
October 1996. Prior to that, he served as Chairman of the Board
and President of TBS from 1970.
Mr. Parsons. . . . . . . . . . . . . . . . . .. . . .. President since February 1995. Prior to that, he served as Chair-
man and Chief Executive Officer of The Dime Savings Bank of
New York, FSB from January 1991.
Mr. Bressler. . . . . . . . . . . . . . . . . . . . . .. Executive Vice President and Chief Financial Officer since Janu-
ary 1998. Prior to that, he served as Senior Vice President and
Chief Financial Officer from March 1995; as Senior Vice Presi-
dent, Finance from January 1995; and as a Vice President prior
to that.
Mr. Haje ......... . . . . . . . . . . . . . . .. Executive Vice President and General Counsel since October 1990
and Secretary since May 1993.
Mr. Boggs ........................ Senior Vice President since November 1992.
Mr. Kaslow . . . . . . . . . . . . . . . . . . . . . .. Senior Vice President since January 1999. Prior to that, he served
as Senior Vice President, Human Resources at Becton Dickin-
son and Company (medical supplies and devices) from April
1996 and prior to that he served as Vice President, Human
Resources at Pepsico Inc. (beverages and snack foods), from
September 1994; and Vice President of Pepsico's KFC Interna-
tional division prior to that.
Mr. LaBarca . . . . . . . . . . . . . . . . . . . . .. Senior Vice President and Controller since May 1997. Prior to that,
he served as Vice President and Controller from January 1995;
Vice President, Director of Internal Audit from May 1993; and
Senior Partner at Ernst & Young LLP prior to that.
1-43
PART II
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters. .
The principal market for the Company's Common Stock is the New York Stock Exchange. For quarterly
price information with respect to the Company's Common Stock for the two years ended December 31, 1998,
see "Quarterly Financial Information" at page F-69 herein, which information is incorporated herein by
reference. The approximate number of holders of record of the Company's Common Stock as of February 28,
1999 was 25,000.
For information on the frequency and amount of dividends paid with respect to the Company's Common
Stock during the two years. ended December 31, 1998, see "Quarterly Financial Information" at page F-69
herein, which information is incorporated herein by reference.
There is no established public trading market for the Company's Series LMCN-V Common Stock,
which as of February 28, 1999 was held of record by nine holders.
Item 6. Selected Financial Data.
The selected financial information of the Company for the five years ended December 31, 1998 is set
forth at pages F-67 and F-68 herein and is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The information set forth under the caption "Management's Discussion and Analysis" at pages F-2
through F-23 herein is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The information set forth under the caption "Interest Rate and Foreign Currency Risk Management" at
page F -19 herein is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements and supplementary data of the Company and the report of
independent auditors thereon set forth at pages F-24 through F-64, F-70 through F-77 and F-66 herein are
incorporated herein by reference.
Quarterly Financial Information set forth at page F-69 herein is incorporated herein by reference.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
Not Applicable.
II-I
PART m
Items 10, 11, 12 and 13. Directors and Executive Officers of the Registrant; Executive Compensation;
Security Ownership of Certain Beneficial Owners and Management; Certain
Relationships and Related Transactions
Information called for by PART III (Items 10, 11, 12 and 13) is incorporated by reference from the
Company's definitive Proxy Statement to be filed in connection with its 1999 Annual Meeting of Stockholders
pursuant to Regulation 14A, except that the information regarding the Company's executive officers called for
by Item 401 (b) of Regulation S-K has been included in PART I of this report and the information called for
by Items 402(k) and 402(1) of Regulation S-K is not incorporated by reference.
111-1
PART IV
Item 14. Exhihits, Financial Statement Schedules, and Reports On Form 8-K
(a) (1)-(2) Financial Statements and Schedules:
The list of consolidated financial, statements and schedules set forth in the accompanying Index to
Consolidated Financial Statements and Other Financial Information at page F-l herein is incorporated herein
by reference. Such consolidated financial statements and schedules are filed as part of this report.
All other financial statement schedules are omitted because the required information is not applicable, or
because the information required is included in the consolidated financial statements and notes thereto.
(3) Exhibits:
The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of
this report and such Exhibit Index is incorporated herein by reference. Exhibits 10.1 through 10.20 listed on
the accompanying Exhibit Index identify management contracts or compensatory plans or arrangements
required to be filed as exhibits to this report, and such listing is incorporated herein by reference.
(b) Reports on Form 8-K.
(i) The Company filed a Current Report on Form 8-K dated November 19, 1998 in which it
reported in Item 5 that the Company had declared a two-for-one split of the Company's common stock
and set forth restated historical earnings per share data reflecting such stock split.
(ii) The Company filed a Current Report on Form 8-K dated December 18, 1998 in which it
reported in Item 5 the jury verdict with respect to the litigation entitled Six Flags Over Georgia, Inc., et
aI, v. Six Flags Fund, Ltd., et al. described on pages 1-39 and 1-40 herein.
IV-l
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TIME WARNER INC.
By /s/ PETER R. HAJE
Peter R. Haje
Executive Vice President,
General Counsel and Secretary
Date: March 26, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ GERALD M. LEVIN
(Gerald M. Levin)
Director, Chairman of the Board and
Chief Executive Officer (principal
executive officer)
March 26, 1999
/s/ RICHARD J. BRESSLER
(Richard J. Bressler)
Executive Vice President and Chief
Financial Officer (principal financial
officer)
March 26, 1999
/s/ JOHN A. LABARCA
(John A. LaBarca)
Senior Vice President and Controller
(principal accounting officer)
March 26, 1999
/s/ MERV ADELSON
(Merv Adelson)
Director
March 26, 1999
/s/ J. CARTER BACOT
(J. Carter Bacot)
Director
March 26, 1999
/s/ STEPHEN F. BOLLENBACH
(Stephen F. Bollenbach)
Director
March 26, 1999
/s/ JOHN C. DANFORTH
(John C. Danforth)
Director
March 26, 1999
/ s/ BEVERLY SILLS GREENOUGH
(Beverly Sills Greenough)
Director
March 26, 1999
/s/ GERALD GREENWALD
(Gerald Greenwald)
Director
March 26, 1999
IV-2
Signature Title Date
Isl CARLA A. HILLS Director March 26, 1999
(Carla A. Hills)
Isl REUBEN MARK Director March 26, 1999
(Reuben Mark)
IsI MICHAEL A. MILES Director March 26, 1999
(Michael A. Miles)
Isl RICHARD D. PARSONS Director March 26, 1999
(Richard D. Parsons)
Isl R.E. TURNER Director March 26, 1999
(R.E. Turner)
Isl FRANCIS T. VINCENT, JR. Director March 26, 1999
(Francis T. Vincent, Jr.)
IV-3
TIME WARNER INC. AND TIME WARNER ENTERTAINMENT COMPANY, L.P.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND OTHER FINANCIAL INFORMATION
Management's Discussion and Analysis of Results of Operations
and Financial Condition .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Financial Statements:
Balance Sheet ...........................................................
Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statement of Cash Flows . . . . . . . . . . . . . '. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statement of Shareholders' Equity and Partnership Capital. . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Auditors ..............................................
Selected Financial Information ...............................................
Quarterly Financial Information ..............................................
Supplementary Information. . .. . " . .. ...... . . . . .. .... ... . . . . .. .. . . . . . . . . . . . . .
Financial Statement Schedule II-Valuation and Qualifying Accounts... . . . . . . . . . . ..
F-l
Page
Time
Warner TWE
F-2 F-79
F-24 F-92
F-25 F-93
F-26 F-94
F-27 F-95
F-28 F-96
F-65
F-66 F-120
F-67 F-121
F-69 F-122
F-70
F-78 F-123
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Description of Business
Time Warner Inc. ("Time Warner" or the "Company"), together with its consolidated and unconsoli-
dated subsidiaries, is the world's largest media and entertainment company. Time Warner's principal business
objective is to create and distribute branded information and entertainment copyrights throughout the world.
Time Warner classifies its business interests into four fundamental areas: Cable Networks, consisting
principally of interests in cable television programming; Publishing, consisting principally of interests in
magazine publishing, book publishing and direct marketing; Entertainment, consisting principally of interests
in recorded music and music publishing, filmed entertainment, television production and television broadcast-
ing; and Cable, consisting principally of interests in cable television systems.
A majority of Time Warner's interests in filmed entertainment, television production, television
broadcasting and cable television systems, and a portion of its interests in cable television programming are
held through Time Warner Entertainment Company, L.P. ("TWE"). Time Warner owns general and limited
partnership interests in TWE consisting of 74.49% of the pro rata priority capital ("Series A Capital") and
residual equity capital ("Residual Capital"), and 100% of the senior priority capital ('-'Senior Capital") and
junior priority capital ("Series B Capital"). The remaining 25.51% limited partnership interests in the
Series A Capital and Residual Capital of TWE are held by. a subsidiary of MediaOne Group, Inc.
("MediaOne"), formerly U S WEST, Inc. Time Warner does not consolidate TWE and certain related
companies (the "Entertainment Group") for financial reporting purposes because of certain limited partner-
ship approval rights related to TWE's interest in certain cable television systems.
Overview
Time Warner 'and the Entertainment Group demonstrated strong financial performances in 1998, as
measured by the operating performance of their businesses and the improved strength of their combined
financial condition, as more fully described herein. This performance was driven primarily by solid business
fundamentals and a disciplined financial focus on cost management and controlling capital spending.
Use of EBITA
Time Warner evaluates operating performance based on several factors, of which the primary financial
measure is operating income before noncash amortization of intangible assets ("EBIT A"). Consistent with
management's financial focus on controlling capital spending, EBIT A measures operating performance after
charges for depreciation. In addition, EBIT A eliminates the uneven effect across all business segments of
considerable amounts of noncash amortization of intangible assets recognized in business combinations
accounted for by the purchase method, including the $14 billion acquisition of Warner Communications Inc.
in 1989, the $6.2 billion acquisition of Turner Broadcasting System, Inc. ("TBS") in 1996 and the $2.3 billion
of cable acquisitions in 1996 and 1995. The exclusion of noncash amortization charges also is consistent with
management's belief that Time Warner's intangible assets, such as cable television and sports franchises,
music catalogues and copyrights, film and television libraries and the goodwill associated with its brands,
generally are increasing in value and importance to Time Warner's business objective of creating, extending
and distributing recognizable brands and copyrights throughout the world. As such, the following comparative
discussion of the results of operations of Time Warner and the Entertainment Group includes, among other
factors, an analysis of changes in business segment EBITA. However, EBITA should be considered in
addition to, not as a substitute for, operating income, net income and other measures of financial performance
reported in accordance with generally accepted accounting principles.
F-2
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
Transactions Affecting Comparability of Results of Operations
As more fully described herein, the comparability of Time Warner's and the Entertainment Group's
operating results has been affected by certain significant transactions and nonrecurring items in each period.
For 1998, these significant transactions related to Time Warner's cable business and included (i) the
transfer of cable television systems (or interests therein) serving approximately 650,000 subscribers that were
formerly oWIied by subsidiaries of Time Warner to the TWE-Advance/Newhouse Partnership
("TWE-A/N"), subject to approximately $1 billion of debt, in exchange for common and preferred
partnership interests in TWE-A/N, as well as certain related transactions (collectively, the "TWE-A/N
Transfers"), (ii) the transfer of TWE's and TWE-A/N's direct broadcast satellite operations and related
assets to Primestar, Inc. ("Primestar"), a separate holding company (the "Primestar Roll-up Transaction"),
(iii) the reorganization of Time Warner Cable's business telephony operations into a separate entity named
Time Warner Telecom LLC (the "Time Warner Telecom Reorganization") and (iv) the formation of a joint
venture to operate and expand Time Warner Cable's and MediaOne's existing high-speed online businesses
(the "Road Runner Joint Venture" and collectively, the "1998 Cable Transactions").
In addition, there were a number of other significant, nonrecurring items recognized in 1998 and 1997,
consisting of (i) net pretax gains in the amount of approximately $108 million in 1998 and $212 million in
1997 relating to the sale or exchange of various cable television systems by Time Warner and TWE, (ii) a
pretax gain of approximately $250 million in 1997 relating to TWE's sale of its interest in E! Entertainment
Television, Inc. ("E! Entertainment"), (iii) a pretax gain of $200 million in 1997 relating to Time Warner's
disposal of its interest in Hasbro, Inc. ("Hasbro"), (iv) a charge of approximately $210 million in 1998
principally to reduce TWE's carrying value of its interest in Primestar, (v) an increase of $234 million in Time
Warner's 1998 preferred dividend requirements relating to the premium paid in connection with its
redemption of Series M exchangeable preferred stock ("Series M Preferred Stock") and (vi) an extraordinary
loss of $55 million in 1997 on the retirement of debt.
In order to meaningfully assess underlying operating trends, management believes that the results of
operations for 1998 and 1997 should be analyzed after excluding the effects of these significant nonrecurring
items. As such, the following discussion and analysis focuses on amounts and trends adjusted to exclude the
impact of these unusual items. However, unusual items may occur in any period. Accordingly, investors and
other financial statement users individually should consider the types of events and transactions for which
adjustments have been made.
The comparability of Time Warner's 1997 and 1996 operating results also was affected by certain
significant transactions, consisting of (i) Time Warner's October 1996 acquisition of TBS ( the "TBS
Transaction"), (ii) Time Warner's use of approximately $1.55 billion of net proceeds from the issuance of
Series M Preferred Stock in April 1996 to reduce outstanding indebtedness and (iii) certain other debt
refinancings during the year (collectively, the "1996 Time Warner Transactions"). Accordingly, the following
discussion of operating results for those periods is supplemented, where appropriate, by pro forma financial
information that gives effect to the 1996 Time Warner Transactions as if they had occurred at the beginning of
1996. This pro forma information is presented for informational purposes only and is not necessarily indicative
of the operating results that would have occurred had the transactions actually occurred at the beginning of
that period, nor is it necessarily indicative of future operating results.
Finally, per common share amounts for prior years have been restated to give effect to a two-for-one
common stock split that occurred on December 15, 1998.
F-3
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
RESULTS OF OPERATIONS
1998 VS. 1997
EBn A and operating income in 1998 and 1997 are as follows:
Time Warner:
Publishing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Music .................................................
Cable Networks- TBS ....................................
Filmed Entertainment- TBS ...............................
Cable(l) .. . .. . .. . .. . .. . . . . .. . .. .. .. . . . . . ... .. . . . . . .. . . . .
Intersegment elimination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total ..................................................
Entertainment Group:
Filmed Entertainment-Warner Bros.. . . . .... ... .. . . . . . . . . '"
Broadcasting-The WB Network................... . ........
Cable Networks-HBO............................. .......
Cable(2) '" .. . . . . . . . .. . .. . . . ... . . . . . . ... . . . .. . . . . . . . . .. .
Total ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
EDIT A Operating Income
1998 1997 1998 1997
(millions)
$ 607 $ 529 $ 569 $ 481
493 467 213 166
706 573 506 374
192 200 110 113
325 427 125 150
~) -ill) ~) -ill)
$2,296 $2,183 $1,496 $1,271
$ 503 $ 404 $ 374 $ 281
(93) (8g) (96) (88)
454 391 454 391
1,369 1,184 992 877
$2,233 $1,891 $1,724 $1,461
(I) Includes net pretax g'<Iins of approximately $18 million in 1998 and $12 million in 1997 related to the sale or exchange of certain
cable television systems.
(2) Includes net pretax gains of approximately $90 million in 1998 and $200 million in 1997 related to the sale or exchange of certain
cable television systems.
Time Warner had revenues of $14.582 billion and net income of $168 million ($.31 loss per common
share after preferred dividend requirements) in 1998, compared to revenues of $13.294 billion, income of $301
million before an extraordinary loss on the retirement of debt ($.01 loss per common share after preferred
dividend requirements) and net income of $246 million ($.06 loss per common share after preferred dividend
requirements) in 1997. Time Warner's equity in the pretax income of the Entertainment Group was $356
million in 1998, compared to $686 million in 1997.
As previously described, the comparability of Time Warner's and the Entertainment Group's operating
results for 1998 and 1997 has been affected by certain significant nonrecurring items recognized in each
period, consisting of gains and losses relating to the sale or exchange of cable television systems and other
investment-related activity. These nonrecurring items amounted to approximately $100 million of net pretax
losses in 1998, compared to approximately $660 million of net pretax gains in 1997. In addition, preferred
dividend requirements for 1998 included a $234 million one-time increase relating to the premium paid in
connection with Time Warner's redemption of its Series M Preferred Stock. Lastly, 1997 included a $55
million extraordinary loss on the retirement of debt. The aggregate net effect of these significant, nonrecurring
iterns was a decrease in income per common share of $.25 per common share in 1998, compared to an increase
of $.27 per common share in 1997.
Time Warner's net income decreased to $168 million in 1998, compared to net income of $246 million in
1997. However, excluding the significant effect of the nonrecurring items referred to above, net income
F-4
TIME, WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
increased by $300 million to $236 million in 1998, compared to a net loss of $64 million in 1997. As discussed
more fully below, this improvement principally resulted from an overall increase in Time Warner's business
segment operating income, an increase in income from its equity in the pretax income of the Entertainment
Group and lower interest expense associated with Time Warner's debt reduction efforts and the TWE-A/N
Transfers, offset in part by higher losses from certain investments accounted for under the equity method of
accounting and lower gains on foreign exchange contracts. Similarly, excluding the effect of these nonrecur-
ring items, normalized net loss per common share was $.06, in 1998, compared to a normalized net loss per
common share of $.33 in 1997.
The Entertainment Group had revenues of $12.256 billion and net income of $331 million in 1998,
compared to revenues of $11.328 billion, income of $642 million before an extraordinary loss on the retirement
of debt and net income of $619 million in 1997. Similarly, excluding the portion of the nonrecurring items
referred to above that was recognized by the Entertainment Group, net income increased by $229 million to
$465 million in 1998, compared to $236 million in 1997. As discussed more fully below, this improvement
principally resulted from an overall increase in the Entertainment Group's business segment operating income
(including the positive effect of the TWE-A/N Transfers), offset in part by an increase in interest expense
associated with the TWE-A/N Transfers and higher losses from certain investments accounted for under the
equity method of accounting.
The relationship between income before income taxes and income tax expense of Time Warner is
principally affected by the amortization of goodwill and certain other financial statement expenses that are not
deductible for income tax purposes. Income tax expense of Time Warner includes all income taxes related to
its allocable share of partnership income and its equity in the income tax expense of corporate subsidiaries of
the Entertainment Group.
TIME WARNER
Publishing. Revenues increased to $4.496 billion, compared to $4.290 billion in 1997. EBITA increased
to $607 million from $529 million. Operating income increased to $569 million from $481 million. Revenues
benefited primarily from significant increases in magazine advertising revenues, as well as increases in
magazine circulation revenues. The increase in advertising revenues was principally due to a strong overall
advertising market for most of the division's magazines, primarily led by People. Time. Entertainment Weekly.
Fortune and In Style. The increase in circulation revenues was principally due to higher subscription and
newsstand revenues, primarily led by the same magazines. EBITA and operating income increased principally
as a result of the revenue gains, cost savings and one-time gains on the sale of certain assets, offset in part by
lower results from direct marketing operations.
Music. Revenues increased to $4.025 billion, compared to $3.691 billion in 1997. EBITA increased to
$493 million from $467 million. Operating income increased to $213 million from $166 million. Revenues
benefited from an increase in domestic and international recorded music sales principally relating to higher
compact d~c sales of a broad range of popular releases from new and established artists and movie
soundtracks, as well as lower returns of product. At the end of December 1998, the Music division had a
domestic market share of 19.8%, as measured by SoundScan. EBITA and operating income increased
principally as a result of the revenue gains and cost savings, offset in part by lower results from direct
marketing operations, higher artist costs and the absence of certain one-time gains recognized in 1997.
Cable Networks- TBS. Revenues increased to $3.325 billion, compared to $2.900 billion in 1997. EBIT A
increased to $706 million from $573 million. Operating income increased to $506 million from $374 million.
Revenues benefited from an increase in subscription and advertising revenues. The increase in subscription
revenues principally related to the conversion of TBS Superstation from an advertiser-supported broadcast
superstation to a copyright-paid, cable television service, which allows TBS Superstation to charge cable
F-5
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDmON - (Continued)
operators for the right to carry its cable television programming. Subscription revenues also increased as a
result of an increase in subscriptions, primarily at CNN, CNN International, TNT/Cartoon Europe and
Turner Classic Movies, and higher rates. The increase in advertising revenues was principally due to a strong
overall advertising market for most of the division's networks, including TNT, Cartoon Network, TNT I
Cartoon Europe, CNNand CNN Headline News. EBIT A and operating income increased principally as a
result of the revenue gains and lower programming costs at TNT, offset in part by higher programming costs at
CNN and losses associated with the Goodwill Games.
Filmed Entertainment-TBS. Revenues increased to $1.917 billion, compared to $1.531 billion in 1997.
EBIT A decreased to $192 million from $200 million. Operating income decreased to $110 million from $113
million. Revenues benefited from a significant increase in syndication sales resulting from the renewal by
existing television station customers of second-cycle broadcasting rights for Seinfeld, as well as an increase in
worldwide theatrical and home video revenues at New Line Cinema. Despite the revenue increase, EBITA
and operating income decreased principally as a result of film write-offs relating to disappointing results for
theatrical releases of Castle Rock Entertainment in the first half of 1998.
Cable. Revenues decreased to $964 million,.compared to $997 million in 1997. EBITA decreased to
$325 million from $427 million. Operating income decreased to $125 million from $150 million. The Cable
division's 1998 operating results were negatively affected by the aggregate net impact of the deconsolidation of
certain of its operations in connection with the 1998 Cable Transactions. Excluding the effect of the 1998
Cable Transactions, revenues increased principally as a result of an increase in basic cable subscriberS,
increases in regulated cable rates and an increase in advertising revenues. Similarly excluding the effect of the
1998 Cable Transactions, EBIT A and operating income increased principally as a result of the revenue gains
and approximately $6 million of higher, net pretax gains relating to the sale or exchange of certain cable
television systems, offset in part by higher depreciation related to capital spending.
Interest and Other. Net. Interest and other, net, increased to $1.180 billion in 1998, compared to $1.044
billion in 1997. Interest expense decreased to $891 million, compared to $1.049 billion, principally due to
lower average debt levels associated with the Company's debt reduction efforts and the TWE-A/N Transfers.
There was other expense, net, of $289 million in 1998 compared to other income, net of $5 million in 1997,
primarily due to lower investment-related income, as well as lower gains on foreign exchange contracts and
higher losses associated with the Company's asset securitization program. The significant decrease in
investment-related income principally resulted from the absence of a $200 million pretax gain recognized in
1997 in connection with the disposal of Time Warner's interest in Hasbro and higher losses in 1998 from
certain investments accounted for under the equity method of accounting.
ENTERTAINMENT GROUP
Filmed Entertainment-Warner Bros. Revenues increased to $6.061 billion, compared to $5.472 billion
in 1997. EBITA increased to $503 million from $404 million. Operating income increased to $374 million
from $281 million. Revenues benefited from a significant increase in licensing fees from television production
and distribution operations, principally relating to the initial off-network domestic syndication availability of
Friends and the initial off-network basic cable availability of ER, as well as an increase in revenues from
consumer products licensing operations. EBIT A and operating income benefited principally from the revenue
gains and cost savings, offset in part by lower international syndication sales of library product and lower
results from theatrical releases. In addition, EBIT A and operating income for each period included certain
one-time gains on the sale of assets that were comparable in amount and therefore, did not have any significant
effect on operating trends.
Broadcasting- The WB Network. Revenues increased to $260 million, compared to $136 million in 1997.
EBIT A decreased to a loss of $93 million from a loss of $88 million. Operating losses increased to $96 million
F-6
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
from $88 million. Revenues increased as a result of higher advertising sales relating to improved television
ratings and the addition of a fourth night of prime-time programming in January 1998 and a fifth night in
September 1998. Despite the revenue increase, operating losses increased because of a lower allocation of
losses to a minority partner in the network. However, excluding this minority interest effect, operating losses
improved principally as a result of the revenue gains, which outweighed higher programming costs associated
with the expanded programming schedule.
Cable Networks-HBo. Revenues increased to $2.052 billion, compared to $1.923 billion in 1997.
EBIT A and operating income increased to $454 million from $391 million. Revenues benefited primarily from
an increase in subscriptions to 34.6 million from 33.6 million at the end of 1997. EBITA and operating income
improved principally as a result of the revenue gains and, to a lesser extent, cost savings and higher income
from Comedy Central, a 50%-owned equity investee.
Cable. Revenues increased to $4.378 billion, compared to $4.243 billion in 1997. EBIT A increased to
$1.369 billion from $1.184 billion. Operating income increased to $992 million from $877 million. The Cable
division's 1998 operating results were positively affected by the aggregate net impact of the 1998 Cable
Transactions. Excluding the effect of the 1998 Cable Transactions, revenues increased principally as a result of
an increase in basic cable subscribers, increases in regulated cable rates and an increase in advertising
revenues. Similarly excluding the effect of the 1998 Cable Transactions, EBIT A and operating income
increased principally as a result of the revenue gains, offset in part by higher depreciation related to capital
spending and approximately $110 million of lower, net pretax gains relating to the sale or exchange of certain
cable television systems.
As of December 31, 1998, including the cable operations of TWE-A/N and TWI Cable Inc. ("TWI
Cable"), there were 12.6 million subscribers under the management ofTWE's Cable division, as compared to
12.0 million subscribers at the end of 1997. The number of subscribers at the end of 1997 excludes all direct
broadcast satellite subscribers that were transferred to Primestar in 1998 in connection with the Primestar
Roll-up Transaction.
Interest and Other, Net. Interest and other, net, increased, to $965 million in 1998, compared to $357
million in 1997. Interest expense increased to $566 million, compared to $494 million in 1997; principally due
to higher average debt levels associated with the TWE-A/N Transfers. There was other expense, net, of $399
million in 1998, compared to other income, net, of $137 million in 1997, primarily due to lower investment-
related income, as well as higher losses associated with TWE's asset securitization program. The significant
decrease in investment-related income principally resulted from the absence of an approximate $250 million
pretax gain recognized in 1997 in connection with the sale of an interest in E! Entertainment, the inclusion of
an approximate $210 million charge recorded in 1998 principally to reduce the carrying value of an interest in
Primestar and higher losses in 1998 from certain investments accounted for under the equity method of
accounting.
F-7
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDmON - (Continued)
1997 VS. 1996
EBIT A and operating income in 1997 and 1996 are as follows:
Years Ended December 31,
EBlT A Operating Income
Historical Pro Forma Historical Historical Pro Forma Historical
1997 1996 1996 1997 1996 1996
(millions)
Time Warner:
Publishing ......................... $ 529 $ 464 $ 464 $ 481 $ 418 $ 418
Music. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 467 653 653 166 361 361
Cable Networks- TBS. . . . . . . . . . . . . . . . 573 472 142 374 297 99
Filmed Entertainment-TBS . . . . . . .. ... 200 (116) 30 113 (202) 8
Cable(l) .. . . . . . . . . . . . . . . . . . . . . . . . . . 427 353 353 150 75 75
Intersegment elimination . . . . . . . . . . . . . -.i!1) ---1!.Q) 5 -.i!1) ~) 5
-
Total. . ... . .. . . . . . . . . . .. . . . . . . . .. .. $2,183 $1,816 $1,647 $1,271 '$ 939 $ 966
Entertainment Group:
Filmed Entertainment-Warner Bros. .. . $ 404 $ 379 $ 379 $ 281 $ 25~ $ 254
Broadcasting-The WB Network....... (88) (98) (98) (88) (98) (98)
Cable Networks-HBO . . . . . . . . . . . . . . . 391 328 328 391 328 328
Cable(l) ........................... 1,184 917 917 877 606 606
Total. . .... . . . . . . . .. . .., . . . . . . . " .. $1,891 $1,526 $1,526 $1,461 $1,090 $1,090
(I) Includes net pretax gains in 1997 of approximately $12 million for Time Warner and $200 million for the Entertainment Group
related to the sale or exchange of certain cable television systems.
Time Warner had revenues of $13.294 billion, income of $301 million before an extraordinary loss on the
retirement of debt ($.01 loss per common share after preferred dividend requirements) and net income of
$246 million ($.06 loss per common share after preferred dividend requirements) in 1997, compared to
revenues of $10.064 billion, a loss of $156 million before an extraordinary loss on the retirement of debt ($A8
per common share after preferred dividend requirements) and a net loss of $191 million ($.52 per common
share after preferred dividend requirements) in 1996. Time Warner's equity in the pretax income of the
Entertainment Group was $686 million in 1997, compared to $290 million in 1996.
Time Warner's historical results of operations include the operating results of TBS from October 10,
1996. On a pro forma basis, giving effect to the 1996 Time Warner Transactions as if each of such transactions
had occurred at the beginning of 1996, Time Warner would have reported for the year ended December 31,
1996, revenues of $12.799 billion, depreciation expense of $368 million, EBITA of $1.816 billion, operating
income of $939 million, equity in the pretax income of the Entertainment Group of $290 million, a loss before
extraordinary item of $282 million ($.52 per common share) and a net loss of $317 million ($.55 per common
share). No pro forma financial information has been presented for Time Warner for the year ended
December 31, 1997 because the 1996 Time Warner Transactions are already reflected in the historical
financial statements of Time Warner. .
As previously described, the comparability of Time Warner's and the Entertainment Group's historical
operating results for 1997 and pro forma results for 1996 has been affected further by certain significant
nonrecurring items recognized in 1997, consisting of net pretax gains relating to the sale or exchange of cable
F-8
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
television systems and other investment-related activity. These nonrecurring items amounted to approximately
$660 million of net pretax gains in 1997. In addition, net income (loss) in each period included extraordinary
losses on the retirement of debt of $55 million in 1997 and $35 million in 1996. The aggregate net effect of
these significant, nonrecurring items was an increase in income per common share of $.27 in 1997, compared
to a decrease of $.03 per common share in 1996.
Time Warner's operating results improved from a pro forma net loss of $317 million in 1996 to net
income of $246 million in 1997. Excluding the significant effect of the nonrecurring items referred to above,
Time Warner's net loss improved by $218 million to a net loss of $64 million in 1997, compared to a net loss of
$282 million on a pro forma basis in 1996. As discussed more fully below, this improvement principally
resulted from an overall increase in Time Warner's EBITA and operating income and an increase in income
from its equity in the pretax income of the Entertainment Group. Similarly, excluding the effect of these
nonrecurring items, normalized net loss per common share was $.33 in 1997, compared to a normalized net
loss per common share of $.52 on a pro forma basis in 1996.
On a historical basis, these underlying operating trends were mitigated by an overall increase in interest
expense principally relating to the assumption of approximately $2.8 billion of debt in the TBS Transaction,
and an increase in noncash amortization of intangible assets, also relating to the TBS Transaction. On a
historical basis, after preferred dividend requirements that increased by $62 million due to the April 1996
issuance of Series M Preferred Stock, Time Warner's net loss applicable to common shares improved to
$73 million for the year ended December 31, 1997, compared to $448 million for the year ended December 31,
1996. This improvement, as well as the dilutive effect from issuing 359.6 million equivalent shares of common
stock in connection with the TBS Transaction, resulted in a net loss per common share of $.06 for the year
ended December 31, 1997, compared to a $.52 net loss per common share for the year ended December 31,
1996.
On a historical basis, the Entertainment Group had revenues of $11.328 billion, income of $642 million
before an extraordinary loss on the retirement of debt and net income of $619 million in 1997, compared to
revenues of $10.861 billion and net income of $220 million in 1996. Similarly, excluding the portion of the
nonrecurring items referred to above that was recognized by the Entertainment Group, net income increased
by $16 million to $236 million in 1997, compared to $220 million in 1996. As discussed more fully below, this
improvement principally resulted from an overall increase in EBIT A and operating income generated by the
Entertainment Group's business segments, offset in part by an increase in minority interest expense related to
TWE-A/N.
The relationship between income before income taxes and income tax expense of Time Warner is
principally affected by the amortization of goodwill and certain other financial statement expenses that are not
deductible for income tax purposes. Income tax expense of Time Warner includes all income taxes related to
its allocable share of partnership income and its equity in the income tax expense of corporate subsidiaries of
the Entertainment Group.
TIME WARNER
Publishing. Revenues increased to $4.290 billion, compared to $4.117 billion in 1996. EBIT A increased
to $529 million from $464 million. Operating income increased to $481 million from $418 million. Excluding
the effect of operations that were either recently sold or acquired, revenues benefited from a significant
increase in magazine advertising revenues, as well as increases in circulation and direct marketing revenues.
Contributing to the revenue gains were increases achieved by People, Sports Illustrated, Time. Entertain-
ment Weekly. In Style and direct marketer Book-of-the-Month Club. EBIT A and operating income increased
principally as a result of the revenue gains and, to a lesser extent, continued cost savings.
F-9
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
Music. Revenues decreased to $3.691 billion, compared to $3.949 billion in 1996. EBITA decreased to
$467 million from $653 million. Operating income decreased to $166 million from $361 million. Despite the
Music division having a domestic market share for the year of 20% as measured by SoundS can, the decline in
revenues principally related to softness in the overexpanded U.S. retail marketplace, artist delays affecting the
timing of releases of new product and a decline in international recorded music sales. EBIT A and operating
income decreased principally as a result of the decline in revenues and lower results from direct marketing
activities, offset in part by certain one-time gains.
Cable Networks- TBS. Cable Networks results reflect the acquisition of TBS effective in October 1996.
Such operating results are not comparable to the prior year and, accordingly, are discussed on a pro forma
basis.
Revenues increased to $2.900 billion, compared to $2.477 billion on a pro forma basis in 1996. EBIT A
increased to $573 million from $472 million. Operating income increased to $374 million from $297 million.
Revenues benefited from increases in advertising and subscription revenues. Advertising revenues increased
due to a strong overall advertising market for the division's major branded networks, including TNT, TBS
Superstation, CNN and Cartoon Network. Subscription revenues increased as a result of higher rates and an
increase in subscriptions, primarily at TNT, CNN, Cartoon Network and Turner Classic Movies. EBITA and
operating income increased principally as a result of the revenue gains, offset in part by start-up costs for new
networks, including the sports news network CNN IS! and the Spanish-language news network CNN en
Espaiiol.
Filmed Entertainment-TBSFilmed Entertainment results reflect the acquisition of TBS effective in
October 1996. Such operating results are not comparable to the prior year and, accordingly, are discussed on a
pro forma basis.
Revenues increased to $1.531 billion, compared to $1.458 billion on a pro forma.basis in 1996. EBITA
increased to $200 million from a loss of $116 million. Operating income increased to $113 million from a loss
of $202 million. Revenues benefited from increases in worldwide theatrical, home video and television
distribution revenues. EBIT A and operating income increased principally as a result of the revenue gains,
merger-related cost savings and the absence of approximately $200 million of write-offs recorded in 1996 that
related to disappointing results for theatrical releases.
Cable. Revenues increased to $997 million, compared to $909 million in 1996. EBIT A increased to
$427 million from $353 million. Operating income increased to $150 million from $75 million. Revenues
benefited from an increase in basic cable subscribers, increases in regulated cable rates and an increase in
advertising and pay-per-view revenues. EBITA and operating income increased principally as a result of the
revenue gains, as well as gains of approximately $12 million recognized in 1997 in connection with the sale of
certain investments.
Interest and Other, Net. Interest and other, net, decreased to $1.044 billion in 1997, compared to
$1.174 billion in 1996. Interest expense increased to $1.049 billion, compared to $968 million, principally due
to the assumption of approximately $2.8 billion of debt in the TBS Transaction. There was other income, net,
of $5 million in 1997 compared to other expense, net, of $206 million in 1996, principally because of the
recognition of a $200 million pretax gain in 1997 in connection with the redemption of certain mandatorily
redeemable preferred securities and the related disposal of Time Warner's interest in Hasbro and lower losses
from the reduction in carrying value of certain investments, offset in part by costs associated with the
Company's asset securitization program.
F-IO
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
ENTERTAINMENT GROUP
Filmed Entertainment-Warner Bros. Revenues decreased to $5.472 billion, compared to $5.648 billion in
1996. EBITA increased to $404 million from $379 million. Operating income increased to $281 million from
$254 million. Revenues decreased principally as a result of lower worldwide theatrical and home video revenues,
offset in part by increases in worldwide television distribution revenues. EBITA and operating income increased
principally as a result of high-margin sales of library product that contributed to the strong performance of
worldwide television distribution operations, cost savings and certain one-time gains, offset in part by higher
depreciation principally relating to the expansion of theme parks and consumer products operations.
Broadcasting-The WB Network. Revenues increased to $136 million, compared to $87 million in 1996.
EBIT A and operating losses improved to a loss of $88 million from a loss of $98 million. The increase in
revenues primarily resulted from the expansion of programming in September 1996 to three nights of prime-
time scheduling and the expansion of Kids' WB!, the network's animated programming lineup on Saturday
mornings and weekdays. The 1997 operating loss improved principally as a result of the revenue gains and the
effect of an increase in a limited partner's interest in the network that occurred in early 1997.
Cable Networks-HBO. Revenues increased to $1.923 billion, compared to $1.763 billion in 19%.
EBITA and operating income increased to $391 million from $328 million. Revenues benefited primarily from
an increase in subscriptions to 33.6 million from 32.4 million at the end of 1996. EBIT A and operating income
improved principally as a result of the revenue gains and, to a lesser extent, cost savings.
Cable. Revenues increased to $4.243 billion, compared to $3.851 billion in 1996. EBIT A increased to
$1.184 billion from $917 million. Operating income increased to $877 million from $606 million. Revenues
benefited from an increase in basic cable and Primestar-related, direct broadcast satellite subscribers, increases in
regulated cable rates and an increase in advertising and pay-per-view revenues. EBrr A and operating income
increased principally as a result of the revenue gains, as well as net gains of approximately $200 million recognized
in 1997 in connection with the sale or exchange of certain cable systems. The increases in EBIT A and operating
income were partially offset by higher depreciation related to capital spending.
As of December 31, 1997, including Primestar-related, direct broadcast satellite subscribers and the cable
operations of TWE-A/N and TWI Cable, there were 12.6 million subscribers under the management of
TWE's Cable division, as compared to 12.3 million subscribers at the end of 1996.
Interest and Other. Net. Interest and other, net, decreased to $357 million in 1997, compared to
$524 million in 1996. Interest expense increased to $494 million, compared to $478 million in 1996. There was
other income, net, of $137 million in 1997, compared to other expense, net, of $46 million in 1996, principally
due to higher gains on asset sales, including an approximate $250 million pretax gain on the sale of an interest
in E! Entertainment recognized in 1997. This income was offset in part by higher losses from reductions in the
carrying value of certain investments and the dividend. requirements on preferred stock of a subsidiary issued
in February 1997.
F-ll
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
FINANCIAL CONDITION AND LIQUIDITY
December 31, 1998
TIME WARNER
1998 Financial Condition
At December 31, 1998, Time Warner had $10.9 billion of debt, $442 million of available cash and
equivalents (net debt of $10.5 billion), $895 million of borrowings against future stock option proceeds,
$575 million of mandatorily redeemable preferred securities of a subsidiary and $8.9 billion of shareholders'
equity, compared to $11.8 billion of debt, $645 million of available cash and equivalents (net debt of
$11.2 billion), $533 million of borrowings against future stock option proceeds, $575 million of mandatorily
redeemabl~ preferred securities of a subsidiary, $1.9 billion of Series M Preferred Stock and $9.4 billion of
shareholders' equity at December 31, 1997..
Financing Activities
During 1998, Time Warner continued its debt reduction effor,ts. Debt reduction of approximately $3
billion was partially offset by a $2.1 billion increase in debt in order to fund the 1998 redemption of Time
Warner's Series M Preferred Stock. This debt reduction was achieved principally by using cash provided by
operations, proceeds from certain asset sales, cash distributions from TWE and the noncash transfer of
approximately $1 billion of debt to TWE-A/N as part of the TWE-A/N Transfers.
In addition, during 1998, holders of Time Warner's $1.15 billion of zero-coupon convertible notes due
2013 (the "Zero-Coupon Convertible Notes") converted their notes into an aggregate 37.4 million shares of
Time Warner common stock. In order to partially offset the dilution resulting from this conversion, Time
Warner incurred a corresponding $1.15 billion of debt and used the proceeds to repurchase common stock.
Stock Option Proceeds Credit Facility
In early 1998,Time Warner entered into a new five-year, $1.3 billion revolving credit facility (the ~'Stock
Option Proceeds Credit Facility"), which replaced its previously existing facility. Borrowings under the Stock
Option Proceeds Credit Facility are principally used to fund stock repurchases and approximately $12 million
of future. preferred dividend requirements on Time Warner's convertible preferred stock. At December 31,
1998 and 1997, Time Warner had outstanding borrowings against future stock option proceeds of $895 million
and $533 million, respectively.
. Because borrowings under the Stock Option Proceeds Credit Facility are expected to be principally
repaid by Time Warner from the cash proceeds related to the exercise of employee stock options, Time
Warner's principal credit rating agencies have concluded that such borrowings and related financing costs are
creait neutral and are excludable from debt and interest expense, respectively, for their purposes in evaluating
Time Warner's leverage and coverage ratios. In addition, because Time Warner has committed to use the
Stock Option Proceeds Credit Facility to fund preferred dividend requirements on certain series of its
convertible preferred stock, and has entered into certain escrow arrangements, Time Warner's principal credit
rating age!lcies similarly exclude such preferred dividend requirements for purposes of evaluating Time
Warner's coverage ratio. See Note 8 to the accompanying consolidated financial statements for a summary of
the principal terms of the Stock Option Proceeds Credit Facility.
Redemption of Series M Preferred Stock
In December 1998, Time Warner redeemed all of its outstanding shares of 10114% Series M Preferred
Stock. The aggregate redemption cost of approximately $2.1 billion was funded with proceeds from the
F-12
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
issuance of lower-cost debt (the "1998 Series M Refinancing"). Because the weighted-average interest rate of
the debt is approximately 375 basis points lower than the dividend rate of the Series M Preferred Stock and
the interest on the debt is tax deductible (whereas dividends are not), Time Warner expects to realize
approximately $100 to $125 million of annual cash savings as a result of this redemption.
Preferred Stock Conversions
During 1998 and January 1999, Time Warner issued approximately 66 million shares of common stock in
connection with the conversion of 15.8 million shares of convertible preferred stock. These conversions are
expected to result in approximately $60 million of cash dividend savings in the aggregate for Time Warner
through the end of 1999.
Common Stock Repurchase Program
During 1998, Time Warner acquired 59.9 million shares of its common stock at an aggregate cost of
$2.24 billion under its existing common stock repurchase program, thereby increasing the cumulative shares
purchased to approximately 95.1 million shares at an aggregate cost of $3.04 billion. Except for repurchases of
common stock using borrowings in 1998 that offset $1.15 billion of debt reduction associated with the
conversion of the Zero-Coupon Convertible Notes into common stock, these repurchases were funded with
stock option exercise proceeds and borrowings under Time Warner's Stock Option Proceeds Credit Facility.
In January 1999, Time Warner's Board of Directors authorized a new common stock repurchase program
that allows the Company to repurchase, from time to time, up to $5 billion of common stock. This program is
expected to be completed over a three-year period. However, actual repurchases in any period will be subject
to market conditions. Along with stock option exercise proceeds and borrowings under the Stock Option
Proceeds Credit Facility, additional funding for this program is expected to be provided by anticipated future
free cash flow and financial capacity.
Credit Statistics
The combination of EBIT A growth, controlled capital spending and debt reduction has resulted in
improvements in Time Warner's financial condition and overall financial flexibility, as reflected in its
strengthening financial ratios. These ratios, consisting of commonly used financial measures such as leverage
and coverage ratios, are used by credit rating agencies and other credit analysts to measure the ability of a
company to repay debt (leverage) and to pay interest and preferred dividends (coverage). As a result of the
continuing improvements in Time Warner's financial performance, each of Standard & Poor's and Moody's,
Time Warner's principal credit rating agencies, upgraded Time Warner in 1998 to an improved investment-
grade credit rating.
The leverage and coverage ratios are set forth below for each of Time Warner and Time Warner and the
Entertainment Group combined. Certain rating agencies and other credit analysts place more emphasis on the
combined ratios, while others place more emphasis on the Time Warner stand-alone ratios. It should be
understood, however, that the assets of the Entertainment Group are not freely available to fund the cash
needs of Time Warner. The leverage ratio represents the ratio of total debt, less available cash and equivalents,
to total business segment operating income before depreciation and amortization, less corporate' expenses
("Adjusted EBITDA"). The coverage ratio represents the ratio of Adjusted EBITDA to total interest expense
and/or preferred dividends.
F-13
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
Historical Pro Forma
1998 1997 1996 (a)
3.0x 3.2x 4.1x
4.0x 3.5x 2.9x
3.3x 2.8x 2.3x
4.1x 4.5x 5.9x
3.1x 2.5x 2.0x
2.3x 1.9x 1.5x
Time Warner and Entertainment Group combined:
Leverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest coverage ratio(b) ............................... . . . . . . . .
Interest and preferred dividends coverage ratio(b)(c) . . . . . . . . . . . . . . . . .
Time Warner:
Leverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I . (b)
nterest coverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and preferred dividends coverage ratio(b)(c) . . . . . . . . . . . . . . . . .
(a) Pro forma rdtios for 1996 give effect to the 1996 Time Warner Transactions as if they had occurred at the beginning of 1996.
Historical ratios for 1996 are not meaningful and have not been presented because they reflect the operclting results ofTBS for only a
portion of the year in comparison to year-end net debt levels.
(b) Excludes interest paid to TWE in connection with borrowings under Time Warner's $400 million credit agreement with TWE and
excludes interest on borrowings under the Stock Option Proceeds Credit Facility.
(c) Includes dividends related to certain preferred securities of subsidiaries. Excludes preferred dividends that Time Warner has funded
with borrowings under the Stock Option Proceeds Credit Facility.
Cash Flows
During 1998, Time Warner's cash provided by operations amounted to $1.845 billion and reflected $2.296
billion of EBITA from its Publishing, Music, Cable Networks-TBS, Filmed Entertainment-TBS and Cable
businesses, $378 million of noncash depreciation expense, $17 million of proceeds from Time Warner's asset
securitization program and $698 million of distributions from TWE (excluding $455 million representing the
return of a portion of the Time Warner General Partners' Senior Capital interest that has been classified as a
source of cash from investing activities), less $812 million of interest payments, $209 million of income taxes,
$86 million of corporate expenses and $437 million related to an increase in other working capital
requirements, balance sheet accounts and noncash items. Cash provided by operations of $1.408 billion in
1997 reftected $2.183 billion of business segment EBIT A, $382 million of noncash depreciation expense, $108
million of proceeds from Time Warner's asset securitization program and $479 million of distributions from
TWE (similarly excluding $455 million representing the return of a portion of the Time Warner General
Partners' Senior Capital interest that has been classified asa source of cash from investing activities), less
$929 million of interest payments, $253 million of income taxes, $81 million of corporate expenses and $481
million related to an increase in other working capital requirements, balance sheet accounts and noncash
items.
Cash provided by investing activities was $353 million in 1998, compared to cash used by investing
activities of $45 million in 1997, principally as a result of lower capital expenditures and an increase in
investment proceeds relating to Time Warner's debt reduction efforts, partially offset by an increase in cash
used for investments and acquisitions. Cash used for investments and acquisitions in 1998 was offset in part by
the effect of consolidating approximately $200 million of cash of Paragon Communications ("Paragon") in
connection with the TWE-A/N Transfers. Capital expenditures decreased to $512 million in 1998, compared
to $574 million in 1997.
Cash used by financing activities was $2.401 billion in 1998, compared to $1.232 billion in 1997. During
1998, Time Warner issued approximately $2.1 billion of debt and used the proceeds therefrom to redeem its
Series M Preferred Stock. Time Warner also had additional borrowings in 1998 that offset the noncash
reduction of $1.15 billion of debt relating to the conversion of the Zero-Coupon Convertible Notes into
common stock. Time Warner used the proceeds from these borrowings, together with most of the combined
F-14
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
$740 million of proceeds received from the exercise of employee stock options and $362 million of net
borrowings against future stock option proceeds, to repurchase approximately 59.9 million shares of Time
Warner common stock at an aggregate cost of $2.24 billion. In addition, Time Warner paid $524 million of
dividends in 1998, reflecting its election in 1998 to pay dividends on its Series M Preferred Stock in cash
rather than in-kind. Cash used by financing activities in 1997 principally resulted from approximately $1
billion of debt reduction, the repurchase of approximately 12.4 million shares of Time Warner common stock
at an aggregate cost of $344 million and the payment of $338 million of dividends, offset in part by proceeds
received from the exercise of employee stock options.
The assets and cash flows of TWE are restricted by certain borrowing and partnership agreements and are
unavailable to Time Warner except through the payment of certain fees, reimbursements, cash distributions
and loans, which are subject to limitations. Under its bank credit agreement, TWE is permitted to incur
additional indebtedness to make loans, advances, distributions and other cash payments to Time Warner,
subject to its individual compliance with the cash flow coverage and leverage ratio covenants contained
therein.
Management believes that Time Warner's operating cash flow, cash and equivalents and additional
borrowing capacity are sufficient to fund its capital and liquidity needs for the foreseeable future without
distributions and loans from TWEabove those permitted by existing agreements.
ENTERTAINMENT GROUP
1998 Financial Condition
At December 31, 1998, the Entertainment Group had $6.6 billion of debt, $87 million of cash and
equivalents (net debt of $6.5 billion), $217 million of preferred stock of a subsidiary, $603 million of Time
Warner General Partners' Senior Capital and $5.2 billion of partners' capital, compared to $6.0 billion of debt,
$322 million of cash and equivalents (net debt of $5.7 billion), $233 million of preferred stock of a subsidiary,
$1.1 billion .of Time Warner General Partners' Senior Capital and $6.4 billion of partners' capital at
December 31, 1997. Net debt of the Entertainment Group increased in 1998 principally as a result of the
TWE-A/N Transfers and increased borrowings to fund cash distributions paid to Time Warner, partially
offset by approximately $650 million of debt reduction associated with the formation of a cable television joint
venture in Texas (the "Texas Cable Joint Venture") with TCI Communications, Inc. ("TCI"), a subsidiary
of Tele-Communications, Inc.
Credit Statistics
Entertainment Group leverage and coverage ratios for 1998, 1997 and 1996 were as follows:
Leverage ratio .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest coverage ratio(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Historical
1998 1997 1996
2.1x 2.0x 2.4x
5.3x 5.4x 4.8x
(a) Includes dividends related to the preferred stock of a subsidiary,
Cash Flows
In 1998, the Entertainment Group's cash provided by operations amounted to $2.288 billion and reflected
$2.233 billion of EBITA from the Filmed Entertainment-Warner Bros., Broadcasting-The WB Network,
Cable Networks-HBO and Cable businesses, $927 million of noncash depreciation expense and $166 million
from TWE's asset securitization program, less $537 million of interest payments, $91 million of income taxes,
F-15
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
$72 million of corporate expenses and $338 million related to an increase in working capital requirements,
other balance sheet accounts and noncash items. Cash provided by operations of $1.799 billion in 1997
reflected $1.891 billion of business segment EBITA, $956 million of noncash depreciation expense and $300
million from TWE's asset securitization program, less $493 million of interest payments, $95 million of
income taxes, $72 million of corporate expenses and $688 million related to an increase in working capital
requirements, other balance sheet accounts and noncash items.
Cash used by investing activities was $745 million in 1998, compared to $1.217 billion in 1997, principally
as a result of a $726 million increase in investment proceeds, offset in part by a reduction of cash flows from
investments and acquisitions related to the deconsolidation of approximately $200 million of Paragon's cash in
connection with the TWE-A/N Transfers. Investment proceeds increased principally due to TWE's debt
reduction efforts, including proceeds from the sale of TWE's remaining interest in Six Flags Entertainment
Corporation and the receipt of approximately $650 million of proceeds upon the formation of the Texas Cable
Joint Venture. Capital expenditures were $1.603 billion in 1998, compared to $1.565 billion in 1997.
Cash used by financing activities was $1. 778 billion in 1998, compared to $476 million in 1997. The use of
cash in 1998 principally reflected $1.153 billion of distributions paid to Time Warner and the use of
investment proceeds to reduce debt in connection with TWE's debt reduction efforts. The use of cash in 1997
principally reflected $934 million of distributions paid to Time Warner, offset in part by $243 million of
aggregate net proceeds from the issuance of preferred stock of a subsidiary and an increase in borrowings used
to fund cash distributions to Time Warner.
Management believes that the Entertainment Group's operating cash flow, cash and equivalents and
additional borrowing capacity are sufficient to fund its capital and liquidity needs for the foreseeable future.
Cable Capital Spending
Time Warner Cable has been engaged in a plan to upgrade the technological capability and reliability of
its cable television systems and develop new services, which it believes will keep the business positioned for
sustained, long-term growth. Capital spending by Time Warner Cable, including the cable operations of both
Time Warner and TWE, amounted to $1.676 billion in 1998, compared to $1.683 billion in 1997. Cable capital
spending for 1999 is budgeted to be approximately $1.5 billion and is expected to continue to be funded by
cable operating cash flow. In exchange for certain flexibility in establishing cable rate pricing structures for
regulated services and consistent with Time Warner Cable's long-term strategic plan, Time Warner Cable
agreed with the Federal Communications Commission (the "FCC") in 1996 to invest a total of $4 billion in
capital costs in connection with the upgrade of its cable infrastructure. The agreement with the FCC covers all
of the cable operations of Time Warner Cable, including the owned or managed cable television systems of
Time Warner, TWE and TWE-A/N. As of December 31, 1998, Time Warner Cable had approximately $1
billion remaining under this commitment. Management expects to satisfy this commitment by December 31,
2000 when Time Warner Cable's technological upgrade of its cable television systems is scheduled to be
substantially completed.
Cable Strategy
In addition to using cable operating cash flow to finance the level of capital spending necessary to upgrade
the technological capability of cable television systems and develop new services, Time Warner, TWE and
TWE-A/N have completed or announced a series of transactions over the past year related to the cable
television business and related ancillary businesses. These transactions consist of the TWE-A/N Transfers,
the Primestar Roll-up Transaction, the Time Warner Telecom Reorganization, the formation of the Road
Runner Joint Venture, the formation of the Texas Cable Joint Venture and other TCI-related cable
F-16
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
transactions and the anticipated formation with AT&T Corp. ("AT&T") of a cable telephony joint venture
(the "AT&T Cable Telephony Joint Venture").
All of these transactions have reduced, or will reduce, either existing debt andlor Time Warner's and
TWE's share of future funding requirements for these businesses. In addition, the formation of the Road
Runner Joint Venture and, ultimately, the AT&T Cable Telephony Joint Venture, when completed, will
enable Time Warner Cable to leverage its technologically advanced, high-capacity cable architecture into new
opportunities to create incremental value through the development and exploitation of new services with
strategic partners, such as AT&T, Microsoft Corp. and Compaq Computer Corp.
The proposed AT&T Cable Telephony Joint Venture is discussed more fully below and the other
transactions are described in Note 2 to the accompanying consolidated financial statements.
AT&T Cable Telephony Joint Venture
In February 1999, Time Warner, TWE and AT&T announced their intention to form a strategic joint
venture. This joint venture will offer AT&T-branded cable telephony service to residential and small business
customers over Time Warn~r Cable's television systems for up to a twenty-year period. This transaction
effectively will allow Time Warner Cable to leverage its existing cable infrastructure into anew growth
opportunity in a non-core business, without the need for any incremental capital investment.
Under the preliminary terms announced by the parties, the joint venture will be owned 22.5% by Time
Warner Cable and 77.5% by AT&T. AT&T will be responsible for funding all of the joint venture's negative
cash flow and TiIl'le Warner Cable's equity interest in the joint venture will not be diluted as a result of
AT&T's funding obligations. Because AT&T is expected to have significant funding obligations through at
least the first three 'years' of the joint venture's operations when capital will be deployed and services first
rolled-out, Time Warner Cable expects to benefit from the additional value created from its "carried" interest.
In addition to its equity interest, Time Warner Cable is expected to receive the following payments from
the joint venture:
(i) Approximately $300 million of initial access fees, based on a rate of $15 per home passed that is
payable in two annual installments once a particular service. area has been upgraded and powered for
cable telephony service. Time Warner Cable is expected to receive additional access fees in the
future as its cable television systems continue to pass new homes.
(ii) Recurring monthly subscriber fees in the initial amount of $1.50 per telephony subscriber, to be
adjusted periodically to up to $6.00 per telephony subscriber in the sixth year of providing cable
telephony service to any particular area. In addition, the joint venture is expected to guarantee
certain minimum penetration levels to Time Warner Cable, ranging from 5% in the second year of
providing cable telephony service to any particular area to up to 25% in the sixth year and thereafter.
(iii) Additional monthly subscriber fees equal to 15% of the excess, if any, of monthly average cable
telephony revenues in a particular service area over $100, after the fifth year of providing cable
telephony service to any particular area.
Further, management believes that the opportunity for consumers to select one provider of AT&T-
branded, "all-distance" wireline and wireless communication services will contribute to increased cable
television penetration in Time Warner Cable's service areas and the continuing growth in Time Warner
Cable's revenues from the delivery of cable television services.
This transaction is expected to close in the second half of 1999, subject to the execution of definitive
agreements, by the parties and customary closing conditions, including the' approval of Advance/Newhouse
F-17
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
and MediaOne and all necessary governmental and regulatory approvals. There can be no assurance that such
agreements will be completed or that such approvals will be obtained.
Off-Balance Sheet Assets
As discussed below, Time Warner believes that the value of certain off-balance sheet assets should be
considered, along with other factors discussed elsewhere herein, in evaluating the Company's financial
condition and prospects for future results of operations, including its ability to fund its capital and liquidity
needs. '
Intangible Assets
As a creator and distributor of branded information and entertainment copyrights, Time Warner and the
Entertainment Group have a significant amount of internally generated intangible assets whose value is not
fully reflected in their respective consolidated balance sheets. Such intangible assets extend across Time
Warner's principal business interests, but are best exemplified by Time Warner's collection of copyrighted
music product, its libniries of copyrighted film and television product and the creation or extension of brands.
Generally accepted accounting principles do not recognize the value of such assets, except at the time they
may be acquired in a business combination accounted for by the purchase method of accounting.
Because Time Warner normally owns the copyrights to such creative material, it continually generates
revenue through the sale of such products across different media and in new and existing markets. The value
of film and television-related copyrighted product and trademarks is continually realized by the licensing of
films and television series. to secondary markets and the licensing of trademarks, such as the Looney Tunes
characters and Batman, to the retail industry and other markets. In addition, technological advances, such as
the introduction of the compact disc and home videocassette in the 1980's and, potentially, the current
exploitation of the digital video disc, ,have historically generated significant revenue opportunities through the
repackaging and sale of such copyrighted products in the new technological format. Accordingly, such
intangible assets have significant off-balance sheet asset value that is not fully reflected in the consolidated
balance sheets of Time Warner'and the Entertainment Group.
Filmed Entertainment Backlog
Backlog represents the amount of future revenue not yet recorded from ,cash contracts for the ,licensing of
theatrical and television product for pay cable, basic cable, network and syndicated television exhibition. Backlog of
TWE's Filmed Entertainment-Warner Bros. division amounted to $2.298 billion at December 31, 1998 (including
amounts relating to the licensing of fIlm product to Time Warner's and TWE's cable television networks of $769
million). In addition, backlog of Time Warner's Filmed Entertainment-TBS division amounted to $636
million at December 31, 1998 (including amounts rela~ing to the licensing of film product to Time Warner's
and TWE's cable television networks of $226 million).
Because backlog generally relates to contracts for the licensing of theatrical and television product which
have already been produced, the recognition of revenue for such completed product is principally only
dependent upon the commencement of the availability period for telecast under the terms of the related
licensing agreement. Cash licensing fees are received periodically over the term of the related licensing
agreements or on an accelerated basis using TWE's $500 million securitization facility. The portion of backlog
for which cash has not already been received has significant off-balance sheet asset value as a source of future
funding. The backlog excludes advertising barter contracts, which are also expected to result in the future
realization of revenues and cash through the sale of advertising spots received under such contracts.
F-18
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
Interest Rate and Foreign Currency Risk Management
Interest Rate Swap Contracts
Time Warner uses interest rate swap contracts to adjust the proportion of total debt that is subject to
variable and fixed interest rates. At December 31, 1998, Time Warner had interest rate swap contracts to pay
floating-rates of interest (average six-month LIBOR rate of 5.5%) and receive fixed-rates of interest (average
rate of 5.5%) on $1.6 billion notional amount of indel)tedness, which resulted in approximately 37% of Time
Warner's underlying debt, and 39% of the debt of Time Warner and the Entertainment Group combined,
being subject to variable interest rates. At December 31, 1997, Time Warner had interest rate swap contracts
on $2.3 billion notional amount of indebtedness.
Based on Time Warner's variable-rate debt and related interest rate swap contracts outstanding at
December 31, 1998, each 25 basis point increase or decrease in the level of interest rates would, respectively,
increase or decrease Time Warner's annual interest expense and related cash payments by approximately $11
million, including $4 million related to interest rate swap contracts. Such potential increases or decreases are
based on certain simplifying assumptions, including a constant level of variable-rate debt and related interest
rate swap contracts during the period and, for all maturities, an immediate, across-the-board increase or
decrease in the level of interest rates with no other subsequent changes for the remainder of the period.
Foreign Exchange Contracts
Time Warner uses foreign exchange contracts primarily to hedge the risk that unremitted or future
royalties and license fees owed to Time Warner or TWE domestic companies for the sale or anticipated sale of
U.S. copyrighted products abroad may be adversely affected by changes in foreign currency exchange rates.
As part of its overall strategy to manage the level of exposure to the risk of foreign currency exchange rate
fluctuations, Time Warner hedges a portion of its and TWE's combined foreign currency exposures
anticipated over the ensuing twelve month period. At December 31, 1998, Time Warner had effectively
hedged approximately half of the combined estimated foreign currency exposures that principally relate to
anticipated cash flows to be remitted to the U.S. over the ensuing twelve month period. To hedge this
exposure, Time Warner used foreign exchange contracts that generally have maturities of three months or less,
which generally will be rolled over to provide continuing coverage throughout the year. Time Warner is
reimbursed by or reimburses TWE for Time Warner contract gains and losses related to TWE's foreign
currency exposure. Time Warner often closes foreign exchange sale contracts by purchasing an offsetting
purchase contract. At December 31, 1998, Time Warner had contracts for the sale of $755 million and the
purchase of $259 million of foreign currencies at fixed rates, compared to contracts for the sale of $507 million
and the purchase of $139 million of foreign currencies at December 31, 1997.
Based on the foreign exchange contracts outstanding at December 31, 1998, each 5% devaluation of the
U.S. dollar as compared to the level of foreign exchange rates for currencies under contract at December 31,
1998 would result in approximately $38 million of unrealized losses and $13 million of unrealized gains on
foreign exchange contracts involving foreign currency sales and purchases, respectively. Conversely, a 5%
appreciation of the U.S. dollar would result in $38 million of unrealized gains and $13 million of unrealized
losses, respectively. With regard to the net $25 million of unrealized losses or gains on foreign exchange
contracts, Time Warner would be reimbursed by TWE, or would reimburse TWE, respectively, for
approximately $10 million, net, related to TWE's foreign currency exposure. Consistent with the nature of the
economic hedge provided by such foreign exchange contracts, such unrealized gains or losses would be offset
by corresponding decreases or increases, respectively, in the dollar value of future foreign currency royalty and
license fee payments that would be received in cash within the ensuing twelve month period from the sale of
U.S. copyrighted products abroad.
F-19
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDmON - (Continued)
Global Financial Markets
During 1998, certain financial markets, mainly Brazil, Russia and a number of Asian countries,
experienced significant instability. Because less than 5% of the combined revenues of Time Warner and the
Entertainment Group are derived from the sale of products and services in these countries, management does
not believe that the state of these financial markets poses a material risk to the operations of Time Warner and
the Entertainment Group.
Euro Conversion
Effective January I, 1999, the "euro" was established as a single currency valid in more than two-thirds
of the member countries of the European Union. These member countries have a three-year transitional
period to physically convert their sovereign currencies to the euro. By July 1, 2002, all participating member
countries must eliminate their currencies and replace their legal tender witheuro-denominated bills and coins.
Notwithstanding this transitional period, many commercial transactions are expected to become euro-
denominated well before the July 2002 deadline. Accordingly, Time Warner continues to evaluate the short-
term and long-term effects of the euro conversion on its European operations, principally publishing, music,
cable networks and filmed entertainment.
Time Warner believes that the most significant short-term impact of the euro conversion is the need to
modify its accounting and information systems to handle an increasing volume of transactions during the
transitional period in both the euro and sovereign currencies of the participating member countries. Time
Warner has identified its accounting and information systems in need of modification and an action plan has
been formulated to address the nature and timing of remediation efforts. Remediation efforts have begun and
the plan is expected ~o be substantially completed well before the end of the transitional period. This timetable
will be adjusted, if necessary, to meet the anticipated needs of Time Warner's vendors and customers. Based
on preliminary information, costs to modify its accounting and information systems are not expected to be
material. '
Time Warner believes that the most significant long-term business risk of the euro conversion may be
increased pricing pressures for its products and services brought about by heightened consumer awareness of
possible cross-border price dift'erences.'However, Time Warner believes that these business risks may be offset
to some extent by lower material costs, other cost savings and marketing opportunities. Notwithstanding such
risks, management does not believe that the euro conversion will have a material effect on Time Warner's
financial position, results of operations or cash flows in future periods.
Year 2000 Technology Preparedness
Time Warner, together with its Entertainment Group and like most large companies, depends on many
different computer systems and other chip-based devices for the continuing conduct of its business. Older
computer programs, computer hardware and chip-based devices may fail to recognize dates beginning on
January 1,2000 as being valid dates, and as a result may fail to operate or may operate improperly when such
dates are introduced.
Time Warner's exposure to potential Year 2000 problems arises both in technological operations under
the. control of the Company and in those dependent on one or more third parties. These technological
operations include information' technology ("IT") systems and non-IT systems, including those with
embedded technology, hardware and software. Most of Time Warner's potential Year 2000 exposures are
dependent to some degree on one or more third parties. Failure to achieve high levels of Year 2000 compliance
could have a material adverse impact on Time Warner and its financial statements.
F-20
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
The Company's Year 2000 initiative is being conducted at the operational level by divisional project
managers and senior technology executives overseen by senior divisional executives, with assistance internally
as well as from outside professionals. The progress of each division through the different phases of
remediation-inventorying, assessment, remediation planning, implementation and final testing-is actively
overseen and reviewed on a regular basis by an executive oversight group that reports through the Company's
Chief Financial Officer to the Audit Committee of the Board of Directors.
The Company has generally completed the process of identifying potential Year 2000 difficulties in its
technological operations, including IT applications, IT technology and support, desktop hardware and
software, non-IT systems and important third party operations, and distinguishing those that are "mission
critical" from those that are not. An item is considered "mission critical" if its Year 2000-related failure would
significantly impair the ability of one of the Company's major business units to (1) produce, market and
distribute the products or services that generate significant revenues for that business, (2) meet its obligations
to pay its employees, artists, vendors and others or (3) meet its obligations under regulatory requirements and
internal accounting controls. The Company and its divisions, including the Entertainment Group, have
identified approximately 1,000 worldwide, "mission critical" potential exposures. Of these, as of December 31,
1998, approximately 39% have been identified by the divisions as Year 2000 compliant, approximately 46% as
in the remediation implementation or final testing stages, approximately 14% as in the remediation planning
stage and less than 1 % as still in the assessment stage. The Company currently expects that the assessment
phase for the few remaining potential exposures should be completed during the first quarter of 1999 and that
remediation with respect to approximately 80% of all these identified operations will be substantially
completed in all material respects by the end of the second quarter of 1999. The Company, however, could
experience unexpected delays. The Company is currently planning to impose a "quiet" period at the beginning
of the fourth quarter of 1999 during which any remaining remediation involving installation or modification of
systems that interface with other systems will be minimized to permit the Company to conduct testing in a
stable environment.
As stated above, however, the Company's business is heavily dependent on third parties and these parties
are themselves heavily dependent on technology. In some cases, the Company's third party dependence is on
vendors of technology who are themselves working towards solutions to Year 2000 problems. For example, in a
situation endemic to the cable industry, much of the Company's headend equipment that controls cable set-
top boxes was not Year 2000 compliant as of December 31, 1998. The box manufacturers are working with
cable industry groups and have developed solutions that the Company is installing in itS headend equipment. It
is currently expected that these solutions will be substantially implemented by the end of the second quarter of
1999. In other cases, the Company's third party dependence is on suppliers of products or services that are
themselves computer-intensive. For example, if a television broadcaster or cable programmer encounters Year
2000 problems that impede its ability to deliver its programming, the Company will be unable to provide that
programming to its cable customers. Similarly, because the Company is also a programming supplier, third-
party signal delivery problems could affect its ability to deliver its programming to its customers. The
Company has attempted to include in its "mission critical" inventory significant service providers, vendors,
suppliers, customers and governmental entities that are believed to be critical to business operations and is in
various stages of ascertaining their state of Year 2000 readiness through various means, including question-
naires, interviews, on-site visits, system interface testing and industry group participation. Moreover, Time
Warner is dependent, like all large companies, on the continued functioning, domestically and internationally,
of basic, heavily computerized services such as banking, telephony and power, and various distribution
mechanisms ranging from the mail, railroads and trucking to high-speed data transmission. Time Warner is
taking steps to attempt to satisfy itself that the third parties on which it is heavily reliant are Year 2000
compliant or that alternate means of meeting its requirements are available, but cannot predict the likelihood
of such compliance nor the direct or indirect costs to the Company of non-compliance by those third parties or
of securing such services from alternate compliant third parties. In areas in which the Company is uncertain
F-21
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDmON - (Continued)
about the anticipated Year 2000 readiness of a significant third party, the Company is investigating available
alternatives, if any.
The Company, including the Entertainment Group, currently estimates that the aggregate cost of its Year
2000 remediation program, which started in 1996, will be approximately $125 to $175 million, of which an
estimated 45% to 55% has been incurred through December 31, 1998. These costs include estimates of the
costs of assessment, replacement, repair and upgrade, both planned and unplanned, of certain IT and non-IT
systems and their implementation and testing. The Company anticipates that its remediation program, and
related expenditures, may continue into 2001 as temporary solutions to Year 2000 problems are replaced with
upgraded equipment. These expenditures have been and are expected to continue to be funded from the
Company's operating cash flow and have not and are not expected to impact materially the Company's
financial statements.
Management believes that it has established an effective program to resolve all significant Year 2000
issues in its control in a timely manner. As noted above, however, the Company has not yet completed all
phases of its program and is dependent on third parties whose progress is not within its control. In the event
that the Company does not complete any of its currently planned additional remediation prior to the Year
2000, management believes that the Company could experience significant difficulty in producing and
delivering its products and services and conducting its business in the Year 2000 as it has in, the past. In
addition, disruptions experienced by third parties with which the Company does business as well as by the
economy generally could also materially adversely affect the Company. The amount of potential liability and
lost revenue cannot be reasonably estimated at this time.
The Company has been focusing its efforts on identification and remediation of its Year 2000 exposures
and has not yet developed significant, specific contingency plans in the event it does not successfully complete
all phases of its Year 2000 program. The Company, however, has begun to examine its existing standard
business interruption strategies to evaluate whether they would satisfactorily meet the demands of failures
arising from Year 2000-related problems. The Company intends to examine its status periodically to
determine the necessity of establishing and implementing such contingency plans or additional strategies,
which could involve, among other things, manual workarounds, adjusting staffing strategies and sharing
resources across divisions.
Caution Concerning Forward-Looking Statements
The Securities and Exchange Commission encourages companies to disclose forward-looking information
so that investors can better understand a company's future prospects and make informed investment decisions.
This document, together with management's public commentary related thereto, contains such "forward-
looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, particularly
statements anticipating future growth in revenues, EBITA and cash flow. Words such as "anticipate,"
"estimate," "expects," "projects," "intends," "plans," "believes" and words and terms of similar substance
used in connection with any discussion of future operating or financial performance identify such forward-
looking statements. Those forward-looking statements are management's present expectations of future
events. As with any projection or forecast, they are inherently susceptible to changes in circumstances, and the
Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of such changes, new information or otherwise.
Time Warner operates in highly competitive, consumer driven and rapidly changing media and
entertainment businesses that are dependent on government regulation and economic, political and social
conditions in the countries in which they operate, consumer demand for their products and services,
technological developments and (particularly in view of technological changes) protection of their intellectual
property rights. Time Warner's actual results could differ materially from management's expectations because
F-22
TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
of changes in such factors. Some of the other factors that also could cause actual results to differ from those
contained in the forward-looking statements include those identified in Time Warner's other filings and:
· For Time Warner's cable business, more aggressive than expected competition from new technologies
and other types of video programming distributors, including DBS; increases in government regulation
of cable or equipment rates (or any failure to reduce rate regulation as is presently mandated by
statute) or other terms of service (such as "digital must-carry" or "unbundling" requirements);
increased difficulty in obtaining franchise renewals; the failure of new equipment (such as digital set-
top boxes) or services (such as high-speed online services or telephony over cable or video on demand)
to function properly, to appeal to enough consumers or to be available at reasonable prices and to be
delivered in a timely fashion; and greater than expected increases in programming or other costs.
. For Time Warner's cable programming and television businesses, greater than expected programming
or production costs; public and cable operator resistance to price increases (and the negative impact on
premium programmers of increases in basic cable rates); increased regulation of distribution agree-
ments; the sensitivity of advertising to economic cyclica1ity; and greater than expected fragmentation of
consumer viewership due to an increased number of programming services or the increased popularity
of alternatives to television.
· For Time Warner's film and television businesses, their ability to continue to attract and select
desirable talent and scripts at manageable costs; increases in production costs generally; fragmentation
of consumer leisure and entertainment time (and its possible negative effects on the broadcast and
cable networks, which are significant customers of these businesses); continued popularity of merchan-
dising; and the uncertain impact of technological developments such as DVD and the Internet.
· For Time Warner's music business, its ability to continue to attract and select desirable talent at
manageable costs; the timely completion of albums by major artists; the popular demand for particular
artists and albums; its ability to continue to enforce its intellectual property rights in digital
environments; and the overall strength of global music sales.
. For Time Warner's print media and publishing businesses, increases in paper and distribution costs; the
introduction and increased popularity of alternative technologies for the provision of news and
information, such as the Internet; and fluctuations in advertiser and consumer spending.
· The ability of the Company and its key service providers, vendors, suppliers, customers and
governmental entities to replace, modify or upgrade computer systems in ways that adequately address
the Year 2000 issue, including their ability to identify and correct all relevant computer codes and
embedded chips, unanticipated difficulties or delays in the implementation of the Company's
remediation plans and the ability of third parties to address adequately their own Year 2000 issues.
In addition, Time Warner's overall financial strategy, including growth in operations, maintaining its
financial ratios and strengthened balance sheet, could be adversely affected by increased interest rates, failure
to meet earnings expectations, significant acquisitions or other transactions, consequences of the euro
conversion and changes in Time Warner's plans, strategies and intentions.
F-23
TIME WARNER INC.
CONSOLIDATED BALANCE SHEET
December 31.
(millions, except per share amounts)
ASSETS
Current assets
Cash and equivalents. , . . . . . . , ,.', . . . . . , . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . '. . . . . . . . . . . . . . . . . . . . . . . . . , . . . .
Receivables, less allowances of $1.007 billion and $991 million .........................................
Inventories ...,.......,.....................................,... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses ,...,.."..:.............,................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets. . . , . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . .
Noncurrent inventories .. , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in and amounts due to and from Entertainment Group .............'............,........"
Other investments . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . .'. . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . .
Property, plant and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . .
Music catalogues, contr.l.cts and copyrights.. ... . .. . .. . . . .. . . .. .. . '" . . .. . .... '" ...... ... .. . . .. ... . '.
Cable television and sports franchises. . , . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill. . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . , . , . , . . . . : . . . . . . . . , . . , . . . . . . . . , . . . ,
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . " . , . . , . . . . . . . . . . . . . , . . . .
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . , . . . . . . . . . . . . . , . . . . . .
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Participations, royalties and programming costs payable. .. . .. . . .. .. . .. . . . . .. . . : . . .. . .. .. . .. . .. . .. . . .. ..
Debt due within one year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities. . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . , .
Total CUJTCDt .liabilities . . . . . . . . . . . . . . . . . . '. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . .
Long-term debt .........,.......................................................................
Borrowings against future stock option proceeds . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes ..........,................................................................
Unearned portion of paid subscriptions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities ........,...."............,.....................................................
Company-obligated mandatorily redeemable preferred securities of a subsidiary holding solely subordinated
debentllres of a subsidiary of the Company. .. . .,...... ...... ...... .. .. .. ............ .. . ...... .. . ..
Series M exchangeable preferred stock, $.10 par value, 1.9 million shares outstanding in 1997 with a $1.903
billion liquidation preference ....................................................,...............
Shareholders' equity
Preferred stock, $.10 par V'.l.lue, 22.6 and 35.4 million shares outstanding, $2.260 and 53.539 billion liquidation
preference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . .
Series LMCN-V Common Stock, $.01 par value, 57.] million shares outstanding.....................,...,
Common stock, $.0 I par value, 1.118 and 1.038 billion shares outstanding. . . . . . . . . . . . . . . . . . . . . . . , . . . . . . , .
Paid-in capital .,..."".;...."....,..,."......".....,.....,........................"".,..."
Accumulated deficit .",...."......................,.,.,....,...................................
Total shareholders' equity.. .. . , , , , , ,. .. .. .. , . .. .. , , , , . .. , . . . . . . . . . .. . . . . . . . . . .. . , . ,. .. . .. .. .. . . . . .
Total liabilities and shareholders' equity. . . . . . , . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
See accompanying notes.
F-24
1998 1997
$ 442 $ 645
2,885 2,447
946 830
~ 1,089
5,449 5,011
1,900 1,766
4,980 5,549
794 1,495
1,991 2,089
876 928
2,868 3,982
11,919 12,572
863 771
-
$31,640 $34,163
$ 996 $ 912
1,199 1,072
19 8
2,404 2,379
4,618 4,371
10,925 11,833
895 533
3,49] 3,960
741 672
],543 1,006
575 575
1,857
2 4
I I
II 10
13,134 ]2,675
( 4,296 ) (3,334)
8,852 9,356
$31,640 $34,163
TIME WARNER INC.
CONSOUDATED STATEMENT OF OPERATIONS
Years Ended December 31,
(millions, except per share amounts)
Revenues!') ... . , , . . . . . . . , . . . . . . . . . . , . . . . . . , , , , . . , . , , , . . . . . . , . , . . . . , . . . . , , , , , , . . , . . . ,
Cost of revenues!;\)(h) . . . , . . . . . . , , . . , . . . . . . . . , , . , , , , . . . . . , . . . . , , . , , . . , , . , . . . . . , . . . , . . , ,
Selling, general and administrative(;\)(h) , . , , , . , . , . , , , . , , , . . . . , , , . . . . , . . . . , , , . . . . . . , . . . . . . ,
Operating expenses. , , . , . . , , , , . . , , . . . . . . . . . . . , , . . . . . . . . . . . , , , . , . , . , . . , , , . , . , . , , , . . . . . .
Business segment operating income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . , . . . . , , . . . . , . , ,
Equity in pretax income of Entertainment Group<a) ,...,.,.........,.,."",.,..,."..",.
Interest and other, netCa) . . . . . , . , , . . . . . . , . . . . , , _ , . , . . . . . . . , , . . . . , . . . . . . . . . , . . . . . . . . . . . .
Corporate expenses!;\) . . . . . . . . . , . . . . , , . . . . . , . . . , . . . . . . . . . . . . . , . , . . . . . , . . . . . . , , . . . . , . . , ,
Income before income taxes. ., , . , . ,. ", '.. , '. . , .. '" ". .. , . .. . . , . .' . . . . . , . '. .. . .. . . . . .
Income taxes. . . . , . . . , . , . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . , . . . . , , . , . . . . , . . . .
Income (loss) before extraordinary item... . .. .. . . . .... . . . .. .. . , . . , . . . . . . , . '. . . , . , . , . , , , ,
Extraordinary loss on retirement of debt, net of $37 and $22 million income tax benefit in 1997
and 1996, respectively ........,.,...........................,..."....,.,.",.".,..
Net income (loss) .."..,....,....,....................,...........",...........,..,
Preferred dividend requirements(C) . , . . . . . . . . . . . . . . . . . , . . . . , . . . . , . . . . , . . , , . . . . , . , . . . . , . . ,
Net loss applicable to common shares. . . . . . . . . . . . . . . . , . . . . . , , . . . . . . , . . . . , . . . , . . . . , , . , , , ,
Basic and diluted loss per common share:
Loss before extraordinary item . . . . . . . . , , . . . . , , . , . , , . . . , , . , . . . . , . , . . . _ . . . , , . . . , . . , , . . . . .
Net loss. . . . , . . . . . . . . . . . . . . . . . , . . , . . , . , . . . . . . . . . , , , , . . . , . . , . . , . . , . . , , . . , . , . . , , , , . . . .
Average common shares ......,.,...,...,.,...,.,....,..,..,.",....,."".".."....,
J998
$ 14,582
8,210
4,876
13,086
1,496
356
(1,180)
~)
586
~)
168
168
~)
$ (372)
$ (.31)
$ (.31)
1,194,7
J997
$ 13,294
7,542
~
12,023
1,271
686
(1,044)
-.l!!.)
832
~)
301
~)
246
~)
$ (73)
$ (.01)
$ (.06)
1,135.4
J996
$10,064
5,922
~
9,098
966
290
( 1,174)
~)
4
~)
(156)
~)
(191 )
~)
$ (448)
$ (.48)
$ (.52)
862.4
(a) Includes the following income (expenses) resulting from transactions with the Entertainment Group and other related companies for
the years ended December 31, 1998, 1997 and 1996, respectively: revenues-$487 million, $384 million and $224 million; cost of
revenues-$(322) million, $(245) million and $(177) million; selling, general and administrative-$(40) million, $(53) million and
$34 million; equity in pretax income of Entertainment Group-$105 million, $5 million and $(29) million; interest and other, net-$(9)
million, $(36) million and $(33) million; and corporate expenses-$72 million, $72 million and $69 million (Note 18).
(b) Includes depreciation and amortization expense of: ."....,.......,.".",.."..,."." $ 1,178' $ 1,294 $ 988
(c) Preferred dividend requirements for 1998 include a one-time effect of $234 million ($,19 loss per common share) relating to the
premium paid in connection with the redemption of the Company's 101A% Series M exchangeable preferred stock ("Series M
Preferred Stock") at an aggregate cost of approximately $2.1 billion (Note II),
See accompanying notes.
F-25
TIME WARNER INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Years Ended December 31,
(millions)
OPERATIONS
Net income (loss) ....,.,...,.............,..,............,.,.......,.."",.""..'" $ 168
Adjustments for noncash and nonoperating items:
Extraordinary loss on retirement of debt . . , . . . . . . . . . . . . . . . . . . . . . , , . . . . . . . , , . . . . . . . . . . . . . . .
Depreciation and amortization ................,......................................... 1,178
Noncash interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Excess (deficiency) of distributions over equity in pretax income of Entertainment Group.. . . . . . . 342
Equity in losses (income) of other investee companies after distributions .............,'.......... 147
Changes in operating assets and liabilities:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . , , . . . . . . . . . . . . . . . . . . , . . . . . . . . , . . . . . . . . . . . . . . . . .
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . , . . . . . . . . .
Accounts payable and other liabilities .. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . , . , . , , . . . . . . . .
Other balance sheet changes. . . . . . . . . . . . . . , . . , . . . . . . . . . . . . . . . . . . . . . . , . , . . . . . . . . . . . . . . .
Cash provided by opero:ltions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . .
INVESTING ACI'IVmES
Investments and acquisitions. . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , , . . . . . . . . . . .
Investment proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . .
Proceeds received from distribution of TWE Senior Capital. . . . . . . . . . . . . . . . . . . . . . . , . . . . . , . . . .
Cash provided (used) by investing activities.. . .. . .. . . . . . . . . . . . . .. . . . .. . . . .. . , .. . .. .. . . .. . .
FINANCING AcrIVlTlES
Borrowings. . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . , . . . , . . . . . . ,
Debt repayments.............................,.................... ...... ,.............
Borrowings against future stock option proceeds.. . .. . .. . . . . . . . . ... . . . . . . . . . . . .. . . .. .. . . . . ..
Repayments of borrowings against future stock option proceeds ..............................
Repurchases of Time Warner common stock. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redemption of Series M Preferred Stock . . . . . . . . .. . . . . . . . . . . . .. . . . . . . . . . . . . . . . .. . . .. . . . . ,
Issuance of Series M Preferred Stock .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .
Dividends paid .......................................................................
Proceeds received from stock option and dividend reinvestment plans .,......................,
Other, principally financing costs ................................ . . . . . . . . . . . . . . . . . . . . . . . .
Cash used by financing activities .................,......................................
INCREASE (DECREASE) IN CASH AND EQUIVALENTS. .. . , .. . .. .. , . . . . .. .. , . .. . . . . .
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD(') ........ .. ,.................
CASH AND EQUIVALENTS AT END OF PERIOD(') ............... .... .............,..
(a) Includes current and noncurrent cash and equivalents at December 31, 1996 and 1995.
See accompanying notes.
F-26
1998
1997
$ 246
55
1,294
98
(207)
36
(597) (167)
(312) (84)
810 501
79 ~)
1,845 1,408
(159) ( 113)
(512) (574)
569 187
455 455
353 ~)
1996
$ (191 )
35
988
96
(62)
(53)
(39)
(180)
(408)
67
253
(261)
(481 )
318
(424)
TIME WARNER INC.
CONSOUDATED STATEMENT OF SHAREHOLDERS' EQUITY
(millions)
Preferred Common Paid-In Accumulated
Stock Stock Capital Deficit Total
BALANCE AT DECEMBER 31, 1995. .. .. .. .. . .. . .. .. .. .. . .. , . .. $ 30 $ 776 $ 5,034 $(2,173) $ 3,667
Net loss ....,..,.............................................. (191 ) (191 )
Increase in unrealized g'dins on securities, net of $11 million
tax expense, ... . , .... , . . " . . .. . . .. . . '" .... .. .. . ... .. . ....." 17 17
Foreign currency trdllslation adjustments. . . , . . . . . . . . . . . . , . . . . . . . . . , 9 9
Comprehensive income (loss) .. , . . . . . . . . . . . . . . . . , . . . . . . . , . . . . , , (165) ( 165)
Common stock dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (155) ( 155)
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . (257) (257)
Issuance of common and preferred stock in the CVI acquisition ....,. . 6 6 668 680
Reduction in par valu,e of common and preferred stock due to TBS
T rdllsaction ................................................. (32) (774) 806
Issuance of common stock in the TBS Transaction. . . . . . . . . . . . . , . . . .' 3 6,024 6,027.
Repurchases of Time Warner common stock ....................... (456) (456)
Shares issued pursuant to stock option, dividend reinvestment and
benefit plans. . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163 (8) 155
Other ........................................................ 6 6
BALANCE AT DECEMBER 31,1996............................ 4 II 12,245 (2,758) 9,502
Net income .......................,........................... 246 246
Decrease in unrealized gains on securities, net of $89 million tax
benefit(a) . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . , (128) (128)
Foreign currency translation adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . ~) ~)
Comprehensive income (loss).. ....,. '. ..... '" ..... ..,......,. 42 42
Common stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . (204 ) (204)
Preferred stock dividends . . . . . . . . . . . . , . . . . . . . . . .. . . . . . . . . . . . . . . . . (319) (319)
Issuance of common stock in connection with the TBS Transaction . . . . 67 67
Repurchases of Time Warner common stock. ...... .... .. ... .... .. , (344) (344)
Shares issued pursuant to stock option, dividend reinvestment and
benefit plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 711 (98) 613
Other ......................................................., ~) 3 -.ll)
BALANCE AT DECEMBER 31, 1997......... ................... 4 II 12,675 (3,334 ) 9,356
Net income ................................................... 168 168
Foreign currency translation adjustments. . . .. . . . . . . . . . . . . . . . . . . . . . , 4 4
I ncrease in realized and unrealized losses on derivative financial
instruments, net of $13 million tax benefit. . . . . . . . . . . . . . . . . . . . . . . . (20) (20)
Cumulative effect of change in accountin~ for derivative financial
instruments, net of $3 million tax bene 1....................,.... --...il! ) --...il! )
Comprehensive income (loss) ...... . . . . , . . . . . . . , , . . . . . . , , . , , , . , ]34 134
Common stock dividends. . . . . . . . . . . . . . . , . . . . . . . . . . . . . , . . . , . . . . . , (216) (216)
Preferred stock dividends . . . , . . . . . . . . . , . , . . . . . . . . . . . . . . . . . . . . , , . , (540) (540)
Issuance of common stock in connection with the conversion of zero-
<;oupon convertible notes due 2013 . , . . . . . . . . . . . .. .. .. . . . . . . . . , . : 1,150 1,150
Issuance of common stock in connection with the conversion of
convertible preferred stock. . . . . . . . . , . . . , . . . . . . . . . . . . . . . . . . . . , . . (2) I 151 (150)
Repurchases of Time Warner common stock .....,................. (I) (2,239 ) (2,240)
Shares issued pursuant to stock option. dividend reinvestment and
benefit plans. . .,. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I 1,397 ~) 1,208
BALANCE AT DECEMBER 31, 1998............,.,............. $ 2 $ 12 $13,134 $(4,296) $ 8,852
- -
(a) Includes a $13 million reduction (net of a $9 million tax effect) related to realized gains on the sale of securities in 1997. In prior periods,
this amount was included in comprehensive income as a component of Time Warner's unrealized gains on securities.
See accompanying notes.
F-27
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Time Warner Inc. ("Time Warner" or the "Company"), together with its consolidated and unconsoli-
dated subsidiaries, is the world's leading media and entertainment company. Time Warner's principal business
objective is to create and distribute branded information and entertainment copyrights throughout the world.
Time Warner classifies its business interests into four fundamental areas: Cable Networks, consisting
principally of interests in cable television programming; Publishing, consisting principally of interests in
magazine publishing, book publishing and direct marketing; Entertainment, consisting principally of interests
in recorded music and music publishing, filmed entertainment, television production and television broadcast-
ing; and Cable, consisting principally of interests in cable television systems.
A majority of Time Warner's interests in filmed entertainment, television production, television
broadcasting and cable television systems, and a portion of its interests in cable television programming are
held through Time Warner Entertainment Company, L.P. ("TWE"). Time Warner owns general and limited
partnership interests in TWE consisting of 74.49% of the pro rata priority capital ("Series A Capital") and
residual equity capital ("Residual Capital"), and 100% of the senior priority .capital ("Senior Capital") and
junior priority capital ("Series B Capital"). The remaining 25.51% limited partnership interests in the
Series A Capital and Residual Capital of TWEare held by a subsidiary of MediaOne Group, Inc.
("MediaOne"), formerly U S WEST, Inc. Time Warner does not consolidate TWE and certain related
companies (the "Entertainment Group") for financial reporting purposes because of certain limited partner-
ship approval rights related to TWE's interest in certain cable television systems.
Each of the business interests within Cable Networks, Publishing, Entertainment and Cable is important
to management's objective of increasing shareholder value through the creation, extension and distribution of
recognizable brands and copyrights throughout the world. Such brands and copyrights include, (1) leading
cable television networks, such as HBO, Cinemax, CNN, TNT and the TBS Superstation, (2) magazine
franchises such as Time. People and Sports Illustrated and direct marketing brands such as Time Life Inc. and
Book-of-the-Month Club, (3) copyrighted music from many of the world's leading recording artists that is
produced and distributed by a family of established record labels such as Warner Bros. Records, Atlantic
Records, Elektra Entertainment and Warner Music International, (4) unique and extensive film, television
and animation libraries of Warner Bros. and Turner Broadcasting System, Inc. ("TBS"),and trademarks such
as the Looney Tunes characters, Batman and The Flintstones, (5) The WB Network, a national broadcasting
network launched in 1995 as an extension of the Warner Bros. brand and as an additional distribution outlet
for the Company's collection of children's cartoons and television programming and (6) Time Warner Cable,
currently the largest operator of cable television systems in the U.S.
The operating results of Time Warner's various business interests are presented herein as an indication of
financial performance (Note 16). Except for start-up losses incurred in connection with The WB Network,
Time Warner's principal business interests generate significant operating income and cash flow from
operations. The cash flow from operations generated by such business interests is considerably greater than
their operating income due to significant amounts of noncash amortization of intangible assets recognized in
various acquisitions accounted for by the purchase method of accounting. Noncash amortization of intangible
assets recorded by Time Warner's business interests, including the unconsolidated business interests of the
Entertainment Group, amounted to $1.309 billion in 1998, $1.342 billion in 1997 and $1.117 billion in 1996.
Basis of Presentation
The consolidated financial statements of Time Warner reflect the acquisition on October 10, 1996 of the
remaining 80% interest in TBS that it did not already own and certain cable-related transactions, as more fully
described herein (Notes 2 and 3). As a result of the acquisition of TBS, a new parent company with the name
"Time Warner Inc." replaced the old parent company of the same name (now known as Time Warner
F-28
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Companies, Inc., "TW Companies"), and TW Companies and TBS became separate, wholly owned
subsidiaries of the new parent company. References herein to "Time Warner" or the "Company" refer to TW
Companies prior to October 10, 1996 and Time Warner Inc. thereafter.
Common stock, paid-in-capital, stock options, per common share and average common share amounts for
all prior periods have been restated to give effect to a two-for-one common stock split that occurred on
December 15, 1998. In addition, certain reclassifications have been made to the prior years' financial
statements to conform to the 1998 presentation.
Basis of Consolidation and Accounting for Investments
The consolidated financial statements include 100% of the assets, liabilities, revenues, expenses, income,
loss and cash flows of Time Warner and all companies in which Time Warner has a controlling voting interest
("subsidiaries"), as if Time Warner and its subsidiaries were a single company. Significant intercompany
accounts and transactions between the consolidated companies have been eliminated. Significant accounts and
transactions between Time Warner and the Entertainment Group are disclosed as related party transactions
(Note 18).
The Entertainment Group and investments in certain other companies in which Time Warner' has
significant influence, but less ,than a controlling voting interest, are accounted for using the equity method.
Under the equity method, only Time Warner's investment in and amounts due to and from the equity investee
are included in the consolidated balance sheet, only Time Warner's share of the investee's earnings is included
in the consolidated operating results, and only the dividends, cash distributions, loans or other cash received
from the investee, less any additional cash investments, loan repayments or other cash paid to the investee are
included in the consolidated cash flows.
Investments in companies in which Time Warner does not have a controlling interest or an ownership and
voting interest so large as to exert significant influence are accounted for at market value if the investmepts are
publicly traded and there are no resale restrictions, or at coSt, if the sale of a publicly-traded investment is
restricted or if the investment is not publicly traded. Unrealized gains and losses on investments accounted for
at market value are reported net-of-tax in accumulated deficit until the investment is sold, at which time the
realized gain or loss is included in income. Dividends and other distributions of earnings from both market
value and cost method investments are included in income when declared.
The effect of any changes in Time Warner's ownership interests resulting from the issuance of equity
capital by consolidated subsidiaries or equity investees to unaffiliated parties is included in incoI11e.
Foreign Currency Translation
The financial position and operating results of substantially all foreign operations are consolidated using
the local currency as the functional currency. Local currency assets and liabilities are translated at the rates of
exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates
of exchange during the period. Resulting translation gains or losses, which have not been material, are
included in accumulated deficit.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts reported in the financial
statements and footnotes thereto. Actual results could differ from those estimates.
Significant estimates inherent in the preparation of the accompanying consolidated financial statements
include management's forecast of anticipated revenues from the sale of future and existing music and
publishing-related products, as well as from the distribution of theatrical and television product, in order to
F-29
TIME. WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
evaluate the ultimaterecoverability of aa:ou~ts, receivables, film inventory and artist and author advances
recorded as assets. in the consolidated balance sheet. Accounts receivables and sales in the music and
publishing industries, as well as sales of home video product in the filmed ,entertainment industry, are subject
to customers' rights to return unsold items. Management periodically reviews such estimates and it is
reasonably possible' that management's asSessment of recoverability of accounts receivables, individual films
. and television product and individual artist and 'author' advances may change based on actual results and other
factors. .
Revenues and Costs
Publishing and Music
The unearned portion of paid magazine subscriptions is deferred until magazines are delivered to
su bscribers. Upon each delivery, a proportionate share of the gross subscription price is included in revenues.
Magazine advertising revenues are recognized when the advertisements are published.
In accordance with industry practice, certain products (such as magazines, books, home videocassettes,
compact discs and cassettes) are sold to customers with the right to return unsold items. Revenues from such
sales are recognized when the products are shipped based on gross sales less a provision for future returns.
'Inventories of magazines, books; cassettes and compact discs are stated at the lower of'cost or estimated
realizable value: Cost is determined'usingfirst-in, first-out; 'last-in, first-out; and average cost methods.
Retumed goods included in inventory are valued at'estimated realizable value, but not in excess of cost.
Cable and Cable Networks
A significant portion of cable system and cable network programming revenues are derived from
subscriber fees and advertising: 'Subscriber fees are recorded as revenue in the period the service is provided
and advertising revenues are recognized in the period' that the advertisements are exliibited. The costs of rights
, to exhibit feature films and other programming on the cable networks duritig one or more availability periods
("programming costs"), generally are recorded when the programming is initiallyavaiIable for exhibition, and
are allocated to the appropriate availability periods and amoryized as the prograJIlming is exhibited.
Filmed Entertainment
FeatUre films are produced or acquired for inlti~lexhibition in theaters. followed by distribution in the
home video, pay cable, baSic' cable, broadcast network and syndicated television markets. Generally,
distribution to the theatrical, home video and pay cable markets (the primary markets) is principally
completed within eighteen months of initial release. Thereafter, feature films are distributed to the basic cable,
broadcast network 'and syndicated t~levision markets (the secondary markets). Theatrical, revenues are
recogni:zed as the films are exhibited. Home. video revenues, less a provision for returns, are recognized when
the home videos are sold. Revem~es from. the distribution of the~trical product to cable,broadcast network and
syndicated television markets are recognized when the films are av~able to telecast.
Television films and series are initially produced for the networks or first-run television syndication (the
primary markets) and may be subsequently licensed to foreign or domestic cable and syndicated television
markets (the secondary markets). Revenues from the distribution of television product are recognized when
the films or series ,are available to telecast, except for barter agreements where the recognition of revenue is
deferred until the related advertisements are exhibited.
License agreements for the telecast' of theatrical and television product in the cable, broadcast network
and syndicated television markets are routinely entered into well in advance of their available date for telecast,
which is generally determined by the telecast privileges granted under previous license agreements. Accord-
ingly, there are significant contractual rights to receive cash and barter under these licensing agreements. For
F-30
TIME WARNER INC.
NOTES TO CONSQ,I..Q)ATED FINANCIAL STATEM:ENTS'- (Continued)
cash contrac,ts, !be related revenues will not be ~gnized until such product is ayailable for telecast under the
contractual terms of the rel~ted license agreemeIlt. For~~er contra~~, the ,related revenues will not be
recognizeduntil.the prod~ct is available for ,telecast and't-be. advertising ~pots received under such contracts
are either used or sold to third parties. AU of these P9ntractualrigpts.for which revenue is not yet recognizable
is referred to as "backlog.".
Inventories of theatrical and television product are stated at the lower of amortized cost or net realizable
value. Cost principally consists of direct production costs and production overhead. A portion of the cost to
acquire TBS in 1996 was allocated to its theatrical and television product, including an alloCation to purchased
program rights (such as the animation library of Hanna-Barbera Inc. and the former film ~d television
libraries of Metro-Goldwyn-Mayer, Inc. and RKO Pictures, Inc.) and product that had.beenexhibited at least
once in all markets ("Library"). Library product is amortized on a straight-line basis over twenty years.
Individual films and series are amortized, and the related participations and residuals, are accrued, based on
the proportion that current revenues from the film or series bear to an estimate of total revenue~ anticipated
from all markets. These estimates are revised periodically and losses, if any, are provided in full. Current film
inventories generally include the unamortized cost of' Completed; feature films, allocated to the' primary
mar-kets,television films and series in production pursliantto a contract of sale, film rights acquired for the
home video' market and advances pursuant to ,agreements to' distribute third-party films in the primary
markets.' Noncurrent film inventories, generally include the unamortized cost of completed theatrical and
television films allocated to tbe'scc:ondarymarlc:ets, theatrical films in production'Wld the Library.
Proposed Changes to Film Accounting ,Standards..
In October 1998, the Accounting Standards Executive Com~ttee of the American Institute of Certified
Public Accountants ("AcSEC'~) issued an exposure 'draft 'of a proposed Statement of Position; "Accounting
by.,Producers and Distributors of Films" -(the ,"SOP"). The' proposed rules would establish new accounting
standards for producers and distributors of films. Among its -many,pr.ovisions, the SOP would require revenue
for the licensing' of film and television product to be recognized 'generally over the. term ,of the'related
.agreement.This would represent a significant change to existing industry practice, which generally requires
such 1icensmg revenue to be recognized .when tb.e' product is first available for telecast. This is because, after
that date, licensors have no further significant obligations under the terms of the related licensing agreements.
While the SOP's proposals in many other areas (i.e., advertising and film cost amortization) generally are
consistent with Time Warner's aCcounting policies, this is not the, case with the proposed' changes in revenue
recognition for -licensed product. AdoptiDg th.e"proposedaccounting standards'for licensed product would
result in a.significantone-time, noncash '~harge .to earnings upon adoption that would be reflected as a
cumulative effect, of a change in accounting principle. This one-time, noncash charge. would be reversed in
future periods as an increase to operating income when Time Warner re-recognizes the revenues associated
with the licensing of its film and television product over the periods of the related licensing agreements. The
SOP proposes an effective date of January 1, 2000 for calendar year-end companies, with earlier application
encouraged. The provisions of the SOP are still being deliberated by AcSEC ancl co,uld change significantly
prior to the issuance of a final standard.
Advertising
In accordance with Financial Accounting Standards Board ("F ASB") Statement No. 53, "Financial
Reporting by Producers and Distributors of Motion Picture Films," advertising costs for theatrical and
television. product are capitalized and amortized over the related revenue streams in each market that such
costs are intended to benefit, which generally does not exceed three months. Other advertising costs are
expensed upon the first exhibition of the advertisement, except for certain direct-response advertising, for
which the costs are capitalized and amortized over the expected period of future benefits. Direct-response
advertising principally consists of product promotional mailings, broadcast advertising, catalogs and other
F-31
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
promotional costs incurred in the Company's direct-marketing businesses. Deferred advertising costs are
generally amortized over periods of up to three years subsequent to the promotional event using straight-line or
accelerated methods, with a significant 'portion of such costs amortized in twelve months or less. .Deferred
advertising costs for Time Warner amounted to $282 million and $244 million at December 31, 1998 and
1997, respectively. Advertising expense, excluding theatrical and television product, amounted to $1.154
billion in 1998, $1.080 billion in 1997 and $1.050 billion in 1996.
Cash and Equivalents
Cash equivalents consist of commercial paper and other investments that are readily convertible into cash
and have original maturities of three months or less.
Financial Instruments'
. Effective July 1, 1998, Time Warner adopted FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). FAS 133 requires that all derivative financial instru-
ments, such as interest rate swap contracts and foreign exchange contracts, be recognized in the financial
statements and measured at fair value regardless of the purpose or intent for holding them. Changes in the fair
value of deri,vative financial instruments are either recognized periodically in income or shareholders' equity
(as a component of comprehensive income), depending on whether the derivative is being used to hedge
changes in fair value or cash flows. The adoption ofFAS 133 did not have a material effect on Time Warner's
primary financial statements, but did reduce comprehensive income by $18 million in the accompanying
consoli9ated statement of shareholders' equity.
The carrying value of Time Warner's financial instruments approximates fair value, except for differences
with respect to long-term, fixed-rate debt (Note 7) and certain differences relating to cost method investments
and other financial instruments that are .not significant. The fair value of financial instruments is generally
determined by reference to market values resulting from trading on a national securities exchange or in an
over-the-counter market. In cases where quoted market prices are not available, such as for. derivative
financial instrumeJits, fair value is based on estimates using present value or other valuation techniques.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Additions to. cable property, plant and equipment
generally include material, labor, overhead and interest. Depreciation is provided generally on the straight-line
method over useful lives ranging up to thirty years for buildings and improvements and up to sixteen years for
furniture, fixtures, cable television and other equipment. Property, plant and equipment consists of:
Land and buildings .......................................
Cable television equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture, fixtures and other equipment . . . . . . . . . . . . . . . . . . . .
December 31,
1998 1997
(millions)
$ 963 $
1,035
1,400
3,398
(1,407 )
$ 1,991
962
941
1,337
3,240
(1,151)
$ 2,089
Less accumulated depreciation. . . . . . . . . . . .. . . . . . . . . . . . . . . .
Total ...................................................
F-32
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Intangible Assets
As a creator and distributor of branded information and entertainment copyrights, Time Warner has a
significant and growing number of intangible assets, including goodwill, cable television and sports franchises,
film and television libraries, music catalogues, contracts and copyrights, and other copyrighted products and
trademarks. In accordance with generally accepted accounting principles, Time Warner does not recognize the
fair value of internally generated intangible assets. Costs incurred to create and produce copyrighted product,
such as feature films, television series and compact discs, are generally either expensed as incurred, or
capitalized as tangible assets as in the case of cash advances and inventoriable product costs. However,
accounting recognition is not given to any increasing asset value that may be associated with the collection of
the underlying copyrighted material. Additionally, costs incurred to create or extend brands, such as magazine
titles, new television networks and Internet sites, generally result in losses over an extended development
period and are recognized as a reduction of income as incurred, while any corresponding brand value created is
not recognized as an intangible asset in the consolidated balance sheet On the other hand, intangible assets
acquired in business combinations accounted for by the purchase method of accounting are capitalized and
amortized over their expected useful life as a noncash charge against future results of operations. Accordingly,
the intangible assets reported in the consolidated balance sheet do not reflect the fair value of Time Warner's
internally generated intangible assets, but rather are limited to intangible assets resulting from certain
acquisitions in which the cost of the acquired companies exceeded the fair value of their tangible assetS at the
time of acquisition.
Time Warner amortizes goodwill and sports franchises over periods up to forty years using the straight-
line method. Cable television franchises, film and television libraries, music catalogues, contracts and
copyrights, and other intangible assets are amortized over periods up to twenty years using the straight-line
method. Amortization of intangible assets amounted to $800 million in 1998, $912 million in 1997 and $681
million in 1996. Accumulated amortization of intangible assets at December 31, 1998 and 1997 amounted to
$3.9 billion and $3.181 billion, respectively.
Time Warner periodically reviews the carrying value of acquired intangible assets for each acquired entity
to determine whether an impairment may exist. Time Warner considers relevant cash flow and profitability
information, including estimated future operating results, trends and other available information, in assessing
whether the carrying value of intangible assets can be recovered. If it is determined that the carrying value of
intangible assets will not be recovered from the undiscounted future cash flows of the acquired business, the
carrying value of such intangible assets would be considered impaired and reduced by a charge to operations in
the amount of the impairment. An impairment charge is measured as any deficiency in the amount of
estimated undiscounted future cash flows of the acquired business available to recover the carrying value
related to the intangible assets.
Income Taxes
Income taxes are provided using the liability method prescribed by FASB Statement No. 109,
"Accounting for Income Taxes." Under the liability method, deferred income taxes reflect tax carryforwards
and the net tax effects of temporary differences between the carrying amount of assets and liabilities for
financial statement and income tax purposes, as determined under enacted tax laws and rates. The financial
effect of changes in tax laws or rates is accounted for in the period of enactment. The subsequent realization of
net operating loss and investment tax credit carryforwards acquired in acquisitions are accounted for as a
reduction of goodwill.
The principal operations of the Entertainment Group are conducted by partnerships. Income tax expense
includes all income taxes related to Time Warner's allocable share of partnership income and its equity in the
income tax expense of corporate subsidiaries of the partnerships.
F-33
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Stock Options
In accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"), compensation cost for stock options is recognized in income based on the excess, if
any, of the quoted market price of the stock at the grant date of the award or other measurement date over the
amount an employee must pay to acquire the stock. Generally, the exercise price for stock options granted to
employees equals or exceeds the fair market value of Time W amer common stock at the date of grant, thereby
resulting in no recognition of compensation expense by Time Warner.
Loss Per Common Share
Effective December 31, 1997, Time Warner adopted FASB Statement No. 128, "Earnings per Share"
("FAS 128"), which established simplified standards for computing and presenting' earnings per share
information. The adoption of FAS 128 did not have any effect on Time Warner's financial statements.
Basic loss per common share is computed by dividing the net loss applicable to common shares after
preferred dividend requirements by the weighted average of common shares outstanding during the period.
Diluted loss per common share adjusts basic loss per common share for the effects of convertible securities,
stock options and other potentially dilutive financial instruments, only in the periods in which such effect is
dilutive. Such effect was not dilutive in any of the periods presented herein;
Comprehensive Income
Effective January 1, 1997, Time Warner adopted FASB Statement No. 130, "Reporting Comprehensive
Income" ("FAS 130"). The new rules established standards for the reporting of comprehensive income and
its components in financial statements~ Comprehensive income consists of net income and other gains and
losses affecting shareholders' equity that, under generally accepted accounting principles, are excluded from
net income. For Time Warner, such items consist primarily of unrealized gains and losses on marketable
equity investments, gains and losses on certain derivative financial instruments and foreign currency
translation gains and losses. The adoption of FAS 130 did not have a material effect on Time Warner's
primary financial statements, but did affect the presentation of the accompanying consolidated statement of
shareholders' equity.
The following summary sets forth the components of other comprehensive income (loss) accumulated in
shareholders' equity:
Unrealized
Gains on
Securities
Foreign Deriyatiye
Currency Financial
Translation Instrument
Gains (Losses) Losses
(millions)
Acc:umulated
Other
Comprehensive
Income
(Loss)
Balance at December 31, 1997 . . . . . . .
1998 activity .. . .. . . . . . . . . . . . . .. . ..
Balance at December 31, 1998 . . . . . . .
$5
$(87)
4
$(83)
$-
(38)
$(38)
$ (82)
~)
$(116)
$5
Segment Information
On December 31, 1997, Time Warner adopted FASB Statement No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("FAS 131"). The new rules established revised standards for
public companies relating to the reporting of financial and descriptive information about their operating
segments in financial statements. The adoption of FAS 131 did not have a material effect on Time Warner's
primary financial statements, but did affect the disclosure of segment information contained elsewhere herein
(Note 16).
F-34
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2. CABLE TRANSACTIONS
In addition to continuing to use cable operating cash flow to finance the level of capital spending
necessary to upgrade the technological capability of cable television systems and develop new services, Time
Warner, TWE and the TWE-Advance/Newhouse Partnership ("TWE-A/N") completed a series of
transactions in 1998. These transactions related to the cable television business and related ancillary
businesses that either reduced existing debt andlor Time Warner's and TWE's share of future funding
requirements for such businesses. These transactions and a cable-related acquisition of Cablevision Industries
Corporation and related companies ("CVI") in 1996 are discussed more fully below.
TCI Cable Transactions
During 1998, Time Warner, TWE, TWE-A/N and TCI Communications, Inc. ("TCI"), a subsidiary of
Tele-Communications, Inc., consummated or agreed to complete a number of cable-related transactions.
These transactions consisted of (i) the formation in December 1998 of a cable television joint venture in
Texas (the "Texas Cable Joint Venture") that is managed by Time Warner Cable, a division of TWE, and
owns cable television systems serving an aggregate 1.1 million subscribers, subject to approximately $1.3
billion of debt, (ii) the expansion in August 1998 of an existing joint venture in Kansas City, which is
managed by Time Warner Cable, through the contribution by TCI of a contiguous cable television system
serving approximately 95,000 subscribers, subject to approximately $200 million of debt and (iii) the
agreement to exchange in 1999 various cable television systems serving approximately 575,000 subscribers for
other cable television systems of comparable size in an effort to enhance each company's geographic clusters
of cable television properties (the "TCI Cable Trades"). The Texas and Kansas City joint ventures are being
accounted for under the equity method of accounting.
As a result of the Texas transaction, the combined debt of Time Warner and TWE was reduced by
approximately $650 million. Also, as a result of the Texas and Kansas City transactions, Time Warner and
TWE benefited from the geographic clustering of cable television systems and the number of subscribers
under the management of Time Warner Cable was increased by approximately 660,000 subscribers, thereby
making Time Warner Cable the largest cable television operator in the U.S. The TCI Cable Trades are
expected to close periodically throughout 1999 and are subject to customary closing conditions, including all
necessary governmental and regulatory approvals. There can be no assurance that such approvals will be
obtained.
Time Warner Telecom Reorganization
In July 1998, in an effort to combine their business telephony operations into a single entity that is
intended to be self-financing, Time Warner, TWE and TWE-A/N completed a reorganization of their
business telephony operations (the "Time Warner Telecom Reorganization") whereby (i) those operations
conducted by Time Warner, TWE and TWE-A/N were each contributed to a new holding company named
Time Warner Telecom LLC ("Time Warner Telecom"), and then (ii) TWE's and TWE-A/N's interests in
Time Warner Telecom were distributed to their partners, Time Warner, MediaOne and the Advancel
Newhouse Partnership ("Advance/Newhouse"), a limited partner in TWE-A/N. As a result of the Time
Warner Telecom Reorganization, Time Warner, MediaOne and Advance I Newhouse own interests in Time
Warner Telecom of 61.98%, 18.85% and 19.17%, respectively. Time Warner's interest in Time Warner
Telecom is being accounted for under the equity method of accounting because of certain approval rights held
by MediaOne and Advance/Newhouse.
Time Warner Telecom is a competitive local exchange carrier (CLEC) in selected metropolitan areas
across the United States where it offers a wide range of telephony services to business customers. Following
the Time Warner Telecom Reorganization, Time Warner Telecom raised approximately $400 million of cash
in July 1998 through the issuance of public notes that mature in 2008. Such notes are non-recourse to Time
F-35
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Warner and the proceeds are being used by Time Warner Telecom to expand and further develop its telephony
networks and services.
In January 1999, Time Warner Telecom updated a previously filed, preliminary registration statement
with the Securities and Exchange Commission to conduct an initial public offering of a minority interest of its
common stock (the "Time Warner Telecom IPO"). The Time Warner Telecom IPO was previously
postponed when the IPO market deteriorated and remains subject to market and other conditions. There can
be no assurance that it will be completed.
Road Runner Joint Venture
In June 1998, Time Warner, TWE, TWE-A/N, MediaOne, Microsoft Corp. ("Microsoft") and Compaq
Computer Corp. ("Compaq") formed a joint venture to operate and expand Time Warner Cable's and
MediaOne's existing high-speed online businesses (the "Road Runner Joint Venture"). In exchange for
contributing these operations, Time Warner received a common equity interest in the Road Runner Joint
Venture of 10.7%, TWE received a 25% interest, TWE-A/N received a 32.9% interest and MediaOne
received a 31.4% interest. In exchange for Microsoft and Compaq contributing $425 million of cash to the
Road Runner Joint Venture, Microsoft and Compaq each received a preferred equity interest therein that is
convertible into a 10% common equity interest. Accordingly, on a fully diluted basis, the Road Runner Joint
Venture is owned 8.6% by Time Warner, 20% by TWE, 26.3% by TWE-A/N, 25.1% by MediaOne, 10% by
Microsoft and 10% by Compaq. Each of Time Warner's, TWE's and TWE-A/N's interest in the Road
Runner Joint Venture is being accounted for under the equity method of accounting.
The aggregate $425 million of capital contributed by Microsoft and Compaq is being used by the Road
Runner Joint Venture to continue to expand the roll out of high-speed online services. Time Warner Cable has
entered into an affiliation agreement with the Road Runner Joint Venture, pursuant to which Time Warner
Cable provides Road Runner's high-speed online services to customers in its cable franchise areas through its
technologically advanced, high-capacity cable architecture. In exchange, Time Warner Cable initially retains
70% of the subscription revenues and 30% of the national advertising and transactional revenues generated
from the delivery of these online services to its cable subscribers. Time Warner Cable's share of these
subscription revenues will change periodically to 75% by 2006.
Primestar
In April 1998, TWE and Advance/Newhouse transferred the direct broadcast satellite operations
conducted by TWE and TWE-A/N (the "DBS Operations") and the 31 % partnership interest in Primestar
Partners, L.P. held by TWE-A/N ("Primestar Partners" and collectively, the "Primestar Assets") to
Primestar, Inc. ("Primestar"), a separate holding company. As a result of that transfer and similar transfers
by the other previously existing partners of Primestar Partners, Primestar Partners became an indirect wholly
owned subsidiary of Primestar. In exchange for contributing its interests in the Primestar Assets, TWE
received approximately 48 million shares of Primestar common stock (representing an approximate 24%
equity interest) and realized approximately $240 million of debt reduction. In partial consideration for
contributing its indirect interest in certain of the Primestar Assets, Advance/Newhouse received an
approximate 6% equity interest in Primestar. As a result of this transaction, effective as of April 1, 1998, TWE
deconsolidated the DBS Operations and the 24% equity interest in Primestar received in the transaction is
being accounted for under the equity method of accounting. This transaction is referred to as the "Primestar
Roll-up Transaction."
In connection with the Primestar Roll-up Transaction, Primestar and Primestar Partners own and operate
the medium-power direct broadcast satellite business, portions of which were formerly owned by TCI Satellite
Entertainment, Inc. ("TSA T") and the other previously existing partners of Primestar Partners. Certain high-
power system assets, including two high-power satellites, continue to be owned by Tempo Satellite, Inc.
F-36
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
("Tempo"), a wholly owned subsidiary of TSAT. However, Primestar Partners has an option to lease or
purchase the entire capacity of the high-power system from Tempo. In addition, Primestar has an option to
purchase the stock or assets of Tempo from TSAT.
In a related transaction, Primestar Partners also entered into an agreement in June 1997 with The News
Corporation Limited ("News Corp."), MCI World Com, Inc. ("MCI") and American Sky Broadcasting
LLC ("ASkyB"), pursuant to which Primestar would acquire certain assets relating to the high-power, direct
broadcast satellite business of ASkyB (the "Primestar ASkyB Transaction"). In May 1998, the U.S.
Department of Justice brought a civil action against Primestar, each of its cable owners, including TWE, and
News Corp. and MCI, to enjoin on antitrust grounds the Primestar ASkyB Transaction. Although the parties
had discussions with the U.S. Department of Justice in an attempt to restructure the transaction, no resolution
was reached and the parties terminated their agreement in October 1998.
In the fourth quarter of 1998, TWE recorded a charge of approximately $210 million principally to reduce
the carrying value of its interest in Primestar. This charge reflected a significant decline in the fair value of
Primestar during the quarter and has been included in interest and other, net, in TWE's 1998 consolidated
statement of operations.
In addition, Primestar, Primestar Partners and the stockholders of Primestar have entered into an
agreement to sell the medium-power direct broadcast satellite business and assets to DirecTV, a competitor of
Primestar owned by Hughes Electronics Corp. Also, Primestar, Primestar Partners, the stockholders of
Primestar and Tempo entered into a second agreement with DirecTV, pursuant to which DirecTV will
purchase the high-power satellites from Tempo, and Primestar and Primestar Partners will relinquish their
respective rights to acquire or use such high-power satellites. The price to be paid by DirecTV pursuant to
these agreements confirmed the decline in value of TWE's interest in Primes tar. The ultimate disposition of
the medium-power assets of Primestar is subject to Primestar bondholder and regulatory approvals, and the
disposition of certain of the high-power satellite rights is also subject to regulatory approvals. Accordingly,
there can be no assurance that such approvals will be obtained and that these transactions will be
consummated.
TWE-A/N Transfers
As of December 31, 1998, TWE-A/N owned cable television systems (or interests therein) serving
approximately 6.3 million subscribers, of which 5.2 million subscribers were served by consolidated, wholly
owned cable television systems and 1.1 million subscribers were served by unconsolidated, partially owned
cable television systems. TWE-A/N had approximately $1.2 billion of debt at December 31, 1998.
TWE-A/N is owned approximately 64.8% by TWE, the managing partner, 33.3% by Advancel
Newhouse and 1.9% indirectly by Time Warner. TWE consolidates the partnership, and the partnership
interests owned by Advance I Newhouse and Time Warner are reflected in TWE's consolidated financial
statements as minority interest. In accordance with the partnership agreement, Advance I Newhouse can
require TWE to purchase its equity interest for fair market value at specified intervals following the death of
both of its principal shareholders. In addition, TWE or Advance I Newhouse can initiate a restructuring of the
partnership, in which Advance/Newhouse would withdraw from the partnership and receive one-third of the
partnership's net assets.
In early 1998, Time Warner (through a wholly owned subsidiary) contributed cable television systems
(or interests therein) serving approximately 650,000 subscribers to TWE-A/N, subject to approximately $1
billion of debt, in exchange for common and preferred partnership interests in TWE-A/N, and completed
certain related transactions (collectively, the "TWE-A/N Transfers"). The cable television systems trans-
ferred to TWE-A/N were formerly owned by TWI Cable Inc. ("TWI Cable"), a wholly owned subsidiary of
Time Warner, and Paragon Communications ("Paragon"), a partnership formerly owning cable television
systems serving approximately 1 million subscribers that was wholly owned by subsidiaries of Time Warner,
F-37
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
with 50% beneficially owned in the aggregate by TWE and TWE-A/N. The debt assumed by TWE-A/N has
been guaranteed by TWI Cable and certain of its subsidiaries, including Paragon.
As part of the TWE-A/N Transfers, TWE and TWE-A/N exchanged substantially all of their respective
beneficial interests in Paragon for an equivalent share of Paragon's cable television systems (or interests
therein) serving approximately 500,000 subscribers, resulting in wholly owned subsidiaries of Time Warner
owning 100% of the restructured Paragon entity, with less than 1% beneficially held for TWE. Accordingly,
effective as of January 1, 1998, Time Warner has consolidated Paragon. Because this transaction represented
an exchange of TWE's and TWE-A/N's beneficial interests in Paragon for an equivalent amount of its cable
television systems, it did not have a significant economic impact on Time Warner, TWE or TWE-A/N.
The TWE-A/N Transfers were accounted for effective as of January 1, 1998. Time Warner did not
recognize a gain or loss on the TWE-A/N Transfers. TWE has continued to consolidate TWE-A/N and Time
Warner has accounted for its interest in TWE-A/N under the equity method of accounting.
On a pro forma basis, giving effect to the TWE-A/N Transfers as if they had occurred at the beginning of
1997, Time Warner would have reported for the year ended December 31, 1997 revenues of $13.233 billion,
depreciation expense of $375 million, operating income before noncash amortization of intangible assets of
$2.068 billion, operating income of $1.219 billion, equity in the pretax income of the Entertainment Group of
$679 million, income before extraordinary item of $307 million ($.01 loss per common share) and net income
of $252 million ($.06 loss per common share).
CVI Acquisition
On January 4, 1996, Time Warner acquired CVI, which owned cable television systems serving
approximately 1.3 million subscribers, in exchange for the issuance of approximately 5.8 million shares of
common stock and approximately 6.3 million shares of new convertible preferred stock ("Series E Preferred
Stock" and "Series F Preferred Stock") and the assumption or incurrence of approximately $2 billion of
indebtedness. The acquisition was accounted for by the purchase method of accounting for business
combinations; accordingly, the cost to acquire CVI of $904 million was allocated to the net assets acquired in
proportion to their respective fair values, as follows: cable television franchises-$2.390 billion; goodwill-$688
million; other current and noncurrent assets-$481 million; long-term debt-$1.766 billion; deferred income
t~es-$731 million; and other current and noncurrent liabilities-$158 million.
In October 1996, Time Warner reorganized the legal ownership of its wholly owned cable subsidiaries,
whereby the equity ownership of its other wholly owned cable subsidiaries was contributed to CVI. In
connection therewith, CVI was renamed TWI Cable Inc.
3. TBS TRANSACTION
On October 10, 1996, Time Warner acquired the remaining 80% interest in TBS that it did not already
own (the "TBS Transaction"). As part of the transaction, each of TW Companies and TBS became a
separate, wholly owned subsidiary of Time Warner which combines, for financial reporting purposes, the
consolidated net assets and operating results of TW Companies and TBS. Each issued and outstanding share
of each class of capital stock of TW Companies was converted into one share of a substantially identical class
of capital stock of Time Warner.
In connection with the TBS Transaction, Time Warner issued (i) approximately 359.6 million shares of
common stock (including 114.2 million equivalent shares of common stock in the form of a special class of
non-redeemable common stock ("Series LMCN-V Common Stock") to affiliates of Liberty Media Corpora-
tion ("LMC"), a subsidiary of Tele-Communications, Inc.), in exchange for shares of TBS capital stock and
pursuant to a separate option agreement with LMC and its affiliates (the "SSSI Option Agreement") and
F-38
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(ii) approximately 28 million stock options to replace all outstanding TBS stock options. Time Warner also
assumed approximately $2.8 billion of indebtedness.
Of the aggregate consideration issued in the TBS Transaction, 12.8 million equivalent shares of common
stock in the form of Series LMCN-V Common Stock were issued to LMC and its affiliates in June 1997
pursuant to the SSSI Option Agreement. The SSSI Option Agreement enabled Time Warner to acquire
substantially all of the assets of Southern Satellite Systems, Inc. and its affiliates ("SSSI"), a subsidiary of
LMC that formerly provided uplink and distribution services for WTBS (the "TBS Superstation"), for
approximately $213 million effective as of December 31, 1997, the date on which the TBS Superstation was
converted to a copyright-paid, cable television programming service.
The TBS Transaction was accounted for by the purchase method of accounting for business
combinations; accordingly, the cost to acquire TBS of approximately $6.2 billion was allocated to the net
assets acquired in proportion to their respective fair values, as follows: goodwill-$6.842 billion; other current
and noncurrent assets-$3.624 billion; long-term debt-$2.765 billion; deferred income taxes-$117 million; and
other current and noncurrent liabilities-$1.410 billion.
4. ENTERTAINMENT GROUP
Time Warner's investment in and amounts due to and from the Entertainment Group at December 31,
1998 and 1997 consists of the following:
Investment in TWE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock option related distributions due from TWE . . . . . . . . . . . . . . . . . . . . . . . .
Credit agreement debt due to TWE ...................................
Oth~r ~et ~mounts due to TWE, principally related to home video
distnbutlon .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in and amounts due to and from TWE . . . . . . . . . . . . . . . . . . . . . . .
Investment in TWE-A/N and other Entertainment Group companies. . . . . . .
Total .............................................................
December 31,
1998 1997
(millions)
$3,850 $5,577
1,130 417
(400) (400)
~)
4,185
795
$4,980
-i!i!.)
5,453
96
$5,549
Partnership Structure
TWE is a Delaware limited partnership that was capitalized on June 30, 1992 to own and operate
substantially all of the Filmed Entertainment-Warner Bros., Cable Networks-HBO and Cable businesses
previously owned by subsidiaries of Time Warner. Certain Time Warner subsidiaries are the general partners
of TWE ("Time Warner General Partners").
Time Warner, throug~ its wholly owned subsidiaries, collectively owns general and limited partnership
interests in TWE consisting of 74.49% of the Series A Capital and Residual Capital and 100% of the Senior
Capital and Series B Capital. The remaining 25.51 % limited partnership interests in the Series A Capital and
Residual Capital ofTWE are owned by MediaOne, which acquired such interests in 1993 for $1.532 billion of
cash and a $1.021 billion 4.4% note (the "MediaOne Note Receivable") that was fully collected during 1996.
Partnership Capital and Allocation of Income
Each partner's interest in TWE generally consists of the undistributed priority capital and residual equity
amounts that were initially assigned to that partner or its predecessor based on the estimated fair value of the
net assets each contributed to TWE ("Undistributed Contributed Capital"), plus, with respect to the priority
F-39
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
capital interests only, any undistributed priority capital return. The priority capital return consists of net
partnership income allocated to date in accordance with the provisions of the TWE partnership agreement and
the right to be allocated additional partnership income which, together, provides for the various priority capital
rates of return as specified in the table below. The sum of Undistributed Contributed Capital and the
undistributed priority capital return is referred to herein as "Cumulative Priority Capital." Cumulative Priority
Capital is not necessarily indicative of the fair value of the underlying priority capital interests principally due
to above-market rates of return on certain priority capital interests as. compared to securities of comparable
credit risk and maturity, such as the 13.25% rate of return on the Series B Capital interest owned by the Time
Warner General Partners. Furthermore, the ultimate realization of Cumulative Priority Capital could be
affected by the fair value of TWE, which is subject to fluctuation.
A summary of the priority of Undistributed Contributed Capital, Time Warner's ownership of Undistrib-
uted Contributed Capital and Cumulative Priority Capital at December 31, 1998 and priority capital rates of
return thereon is as set forth below:
Undistributed Cumulative
Contributed Priority
Priority of Undistributed Contributed Capital Capital (a) Capital
(billions)
Priority
Capital
Rates of
Return (b)
% Owned by
Time Warner
Senior Capital . . . . . . . . . . . . . . . . . . .
Series A Capital . . . . . . . . . . . . . . . . .
Series B Capital . . . . . . . . . . . . . . . . .
Residual Capital . . . . . . . . . . . . . . . . .
$0.5
5.6
2.9(d)
3.3(d)
$ 0.6
12.8
6.8
3.3(e)
8.00%
13.00%
13.25%
_(e)
100.00%
74.49%
100.00%
74.49%
(a) Excludes partnership income or loss allocated thereto,
(b) To the extent income allocations are concurrently distributed, the priority capital rates of return on the Series A Capital and Series B
Capital are 11% and 11.25%, respectively,
(c) Residual Capital is not entitled to stated priority rates of return and, as such, its Cumulative Priority Capital is equal to its
Undistributed Contributed Capital. However, in the case of certain events such as the liquidation or dissolution of TWE, Residual
Capital is entitled to any excess of the then fair value of the net assets ofTWE over the aggregate amount of Cumulative Priority
Capital and special tax allocations.
(d) The Undistributed Contributed Capital relating to the Series B Capital has priority over the priority returns on the Series A Capital.
The Undistributed Contributed Capital relating to the Residual Capital has priority over the priority returns on the Series B Capital
and the Series A Capital.
Because Undistributed Contributed Capital is generally based on the fair value of the net assets that each
partner initially contributed to the partnership, the aggregate of such amounts is significantly higher than
TWE's partners' capital as reflected in the consolidated financial statements, which is based on the historical
cost of the contributed net assets. For purposes of allocating partnership income or loss to the partners,
partnership income or loss is based on the fair value of the net assets contributed to the partnership and results
in significantly less partnership income, or results in partnership losses, in contrast to the net income reported
by TWE for financial statement purposes, which is also based on the historical cost of contributed net assets.
Under the TWE partnership agreement, partnership income, to the extent earned, is first allocated to the
partners' capital accounts so that the economic burden of the income tax consequences of partnership
operations is borne as though the partnership were taxed as a corporation ("special tax allocations"). After
any special tax allocations, partnership income is allocated to the Senior Capital, Series A Capital and
Series B Capital, in order of priority, at rates of return ranging from 8% to 13.25% per annum, and finally to
the Residual Capital. Partnership losses generally are allocated first to eliminate prior allocations of
partnership income to, and then to reduce the Undistributed Contributed Capital of, the Residual Capital,
Series B Capital and Series A Capital, in that order, then to reduce the Time Warner General Partners' Senior
Capital, including partnership income allocated thereto, and finally to reduce any special tax allocations. To
F-4Q
TIME WARNER INC.
NOTES TO CONSOLIDATED FlNAN,CIAL STATEMENTS - (Continued)
the extent partnership income is insufficient to satisfy all special allocations in a particular accounting period,
the right to receive additional partnership income necessary to provide for the various priority capital rates of
return is carried forward until satisfied out of future partnership income, including any partnership income that
may result from any liquidation, sale or dissolution of TWE. TWE reported net income of $326 million, $614
million and $210 million in 1998, 1997 and 1996, respectively, no portion of which was allocated to the limited
partners.
The Series B Capital owned by the Time Warner General Partners may be increased if certain operating
performance targets are achieved over a ten-year period ending on December 31, 2001, although it does not
appear likely at this time that such targets will be achieved. In addition, MediaOne has an option to obtain up
to an additional 6.33% of Series A Capital and Residual Capital interests, depending on cable operating
performance. The option is exercisable at any time through May 2005 at a maximum exercise price of $1.25
billion to $1.8 billion, depending on the year of exercise. Either MediaOne or TWE may elect that the exercise
price be paid with partnership interests rather than cash.
Summarized Financial Information of the Entertainment Group
Set forth below is summarized financial information of the Entertainment Group, which reflects the
TWE-A/N Transfers effective as of January 1, 1998, the Primestar Roll-up Transaction effective as of
April 1, 1998, the formation of the Road Runner Joint Venture effective as of June 30, 1998 and the Time
Warner Telecom Reorganization effective as of July 1, 1998.
Years Ended December 31,
1998 1997 1996
(millions)
Operating Statement Information
Revenues ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business segment operating income(l) .....................
Interest and other, net(2) ................................
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes .............................
Income before extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$12,256
(1,436)
1,724
(%5)
(264)
423
331
331
$11,328
(1,386)
1,461
(357)
(305)
727
642
619
$10,861
(1,244)
1,090
(524)
(207)
290
220
220
(I) Includes net pretax gains of approximately $90 million in 1998 and $200 million in 1997 related to the sale or exchange of certain
cable television systems,
(2) Includes a charge of approximately $210 million in 1998 principally to reduce the carrying v-.uue of an interest in Primestar. 1997
includes a gain of approximately $250 million related to the sale of an interest in E! Entertainment Television, Inc.
("E! Entertainment").
F-41
. , .
TIME W ARNER,IN C.
NOTES TO CONsoLIDATED FINANCIAL STATEMENTS - (Continued)
Years Ended Deamber 31,
1998 . 1997 1996
(millions)
Cash Flow Information
Cash provid.ed by operations .... " .. . . . . ..; " . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments and acquisitions. . . . . . .., ',:. . ::~ . . . ... . .. . ..~: 0-0
InvestIIlent proceeds. . . . .. . . .. . . . . .:. ..;. . .. . .. ',' . ..... . . . .
Borrowings. . . . . .'. ..,.. . '. . ~,' . . .. .'. .,: .... . .. . .. . . . . .,.'. . . . .
Debt. repayments. ... . . .. . . .. .. .. '". . ',' . .. '.. . . . .". .'. . . . . ; .
Issuance of preferred stock of subsidiary. . .c.:. , . . . . . . . . . . ..
Collections on note receivable from MediaOne.;.. . . . . . . . . . .'.
Capital distributions . . . . . . . . . . . . . . . . . . . . ; . . . . . . . ; . . : :. . .
Other financing activities, net .... . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in cash and equivalents .:. . '. . . . . . . . . . . . .
'$ 2,288
(1,603)
(388)
1,246
1,514
(1,898)
(1,153)
(241)
(235) "
..o.j
Balance Sheet Information
Cash and equ~yalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current 'assets ;".. . . .. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets. . .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities ..................................' ',' . . . . . . . .
Long-term debt. . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. ,Minority interests...... .............. ........................... .'..
Preferred stock9f subsidiary. . . . . . . .. . . . . . . . . . . . " . . . . . . . . . . . . . . . . . .
,,'Time Warner General Partners' Senior Capital. . .. '" . . . .. . . .. . . . . .. . .
Partners' capital. . . . . . ""',,' . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .
$ 1 ,799
(1,565)
(172)
520 .
3,400
(3,085)
243
(934)
(100)
106
$ 1,912
(1,719)
(146)
612
215
(716)
169
(228)
(92)
7
Deamber 31,
1998 1997
(millions)
$ 87
4,187
22,241
4,940
6,578
1,522
217
603
5,210
$ 322
3,623
20,739
3,976
5,990
1,2lO
233
1,118
6,430
Capjtal Distributions
The assets and cash flows of TWE are restricted by the TWE partnership and credit agreements and are
unavailable for use by the partners except through the payment.of certain fees, reimbursements, cash
distributions and loans, which are subject to limitations. .
The Time Warner General Partners" received $579 'million and $535 million in 1998 and 1997,
H:spectively, of distributions fromTWE relating to their Senior Capital interests, thereby increasing the
cumulative cash distributions received from TWE on such interests to $1.5 billion. The Time Warner General
Partners' remaining $603 million Senior Capital interests and any undistributed partnership income allocated
thereto (based on an 8% annual rate of return) are required to be distributed on July 1, 1999.
At December 31, 1998 and 1997, the Time Warner General Partners had recorded $1.130 billion and
$417 million, respectively, of stock option related distributions due from TWE, based on closing prices of
Time Warner common stock of $62.06 and $31.00, respectively. Time Warner is paid when the options are
exercised. The Time Warner General Partners also receive tax-related distributions from TWE on a current
basis. During 1998, the Time Warner General Partners received distributions from TWE in the amount of
$1.153 billion, consisting of $579 million of Senior Capital distributions (representing the return of $455
million of contributed capital and the distribution of $124 million of priority capital return), $314 million of
tax-related distributions and $260 million of stock option related distributions. During 1997, the Time Warner
General Partners received distributions from TWE in the amount of $934 million, consisting of $535 million of
F-42
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Senior Capital distributions (representing the return of $455 million of contributed capital and the distribution
of $80 million of priority capital return), $324 million of tax-related distributions and $75 million of stock
option related distributions. During 1996, the Time Warner General Partners received distributions from
TWE in the amount of $228 million, consisting of $215 million of tax-related distributions and $13 million of
stock option related distributions. In addition to the tax, stock option and Time Warner General Partners'
Senior Capital distributions, TWE may make other capital distributions to its partners that are also subject to
certain limitations contained in the TWE partnership and credit agreements.
In addition, in connection with the Time Warner Telecom Reorganization, TWE made a$191 million
noncash distribution to its partners, of which certain wholly owned subsidiaries of Time Warner received an
interest in Time Warner Telecom recorded at $143 million based on TWE's historical cost of the net assets
(Note 2).
Debt Guarantees
Each Time Warner General Partner has guaranteed a pro rata portion of approximately $5.5 billion of
TWE's debt and accrued interest at December 31, 1998, based on the relative fair value of the net assets each
Time Warner General Partner (or its predecessor) contributed to TWE. Such indebtedness is recourse to
each Time Warner General Partner only to the extent of its guarantee. There are no restrictions on the ability
of the Time Warner General Partner guarantors to transfer assets, other than TWE assets, to parties that are
not guarantors. In addition, in connection with the TWE-A/N Transfers (Note 2), approximately $1.2 billion
of TWE-A/N's debt and accrued interest at December 31, 1998 has been guaranteed by TWI Cable and
certain of its su bsidiaries.
Six Flags
In April 1998, TWE sold its remaining 49% interest in Six Flags Entertainment Corporation. ("Six
Flags") to Premier Parks Inc. ("Premier"), a regional theme park operator, for approximately $475 million of
cash. TWE used the net, after-tax proceeds from this transaction to reduce debt by approximateiy $300
million. As part of the transaction, TWE will continue to license its animated cartoon and comic book
characters to Six Flags's theme parks and will similarly license such rights to Premier's theme parks in the
United States and Canada under a long-term agreement covering an aggregate of twenty-five existing and all
future locations. A substantial portion of the gain on this transaction has been deferred by TWE, principally as
a result of uncertainties surrounding realization that relate to ongoing litigation and TWE's continuing
guarantees of certain significant long-term obligations associated with the Six Flags Over Texas and Six Flags
Over Georgia theme parks.
5. OTHER INVESTMENTS
Time Warner's other investments consist of:
Deeember 31,
1998 1997
(millions)
Equity method investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost and fair-value method investments .................................
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$483
31l
$794
$1,350
145
$1,495
In addition to TWE and its equity investees, companies accounted for using the equity method include:
Time Warner Telecom (62% owned), the Columbia House Company partnerships (50% owned), other music
joint ventures (generally 50% owned) and Cinamerica Theatres, L.P. (sold in 1997, but previously 50%
F-43
TIME WARNER INC.
NOTES TO CONSOUDATED FINANCIAL STATEMENTS- (Continued)
owned). A summary of combined financial information as reported by the equity investees of Time Warner is
set forth b~low:
Years Ended December,31,
1998 1997 1996
(millions)
Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $1,275 . $1,336 $1,773
Depreciation and amortization.................... ...... . . ... (43) (13) (29)
Operating income (loss) ................................... (1) 80 173
Net income (loss) ........................................ (109) (36) 61
Current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 1,183 792 1,002
,Total assets. . . . . . . . .. . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . 2,065 1,132 1,616
Current liabilities..... .. ................ ............. .. ... 587 418 517
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,807 1,303 1,360
T otalliabilities. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,464 1,791 1,999
Total shareholders' deficit or partners' capital. . . . . . . . . . . . . . . . . . (399) (659) (383)
In addition to the equity investees listed above, TWE's equity investees at December 31, 1998 included:
Comedy Partners, L.P. (50% owned), ~rtain cable television system joint ventures (generally 50% owned),
the Road Runner Joint Venture (57.9% owned, excluding Time Warner's direct 10.7% interest), Primestar
(24% owned), Six Flags (49% owned in 1997 and 1996), certain international cable and programming joint
ventUres (25% to 50% owned) and" Courtroom Television Network (50% owned). A summary of combined
financial information as reported by the equity investees of TWE is set forth below:
Years Ended December 31,
1998 1997 1996
(millions)
Revenues .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,329 $2,207 $1,823
Depreciation and amortization............................... (706) (235) (197)
Operating income (loss)' .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (265) 118 62
Net loss. .. . .. . . . . . . . .. . . . . .. . .. ...... . .. . . .. '" . ... . . . .. (352) (82) (138)
Current assets ........ .. . .. . .. . . .. .. .. .. . .. .. .. .. .. .. .. .. . 665 412 624
Total assets. .. . .. . . . . . . . ... .. . .. ...... . . . . . . . ... .... .. ... 5,228 3,046 3,193
Current liabilities ......................................... 628 993 407
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,917 1,625 2,197
Total liabilities . . .. . . . . . . . . . . .. . . . . .. .. . . . . .. .. . .. . .. . . . . . . 3,699 2,734 2,829
Total shareholders' equity or partners' capital. . . . . . . . . . . . . . . . . . 1,529 312 364
Included in the foregoing summary is combined financial information of Time Warner Cable's
unconsolidated cable television systems that serve an aggregate of 2.3 million subscribers as of December 31,
1998. Time Warner Cable has an approximate 50% weighted-average interest in these cable television
systems. For 1998, excluding the operating results of the Texas Cable Joint Venture which was formed at the
end of the year, these cable television systems reported combined operating income of $93 million and
combined depreciation and amortization of $160 million. Similarly, at the end of 1998, including approxi-
mately $1.3 billion of debt of the Texas Cable Joint Venture, these cable television systems had debt of
approximately $2.4 billion.
F-44
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
6. INVENTORffiS
Inventories consist of:
December 31, 1998 December 31, 1997
Current Noncurrent Current Noncurrent
(millions)
Film costs:
Released, less amortization. . . . . . . . . . . . . . . . . . $ 51 $ 308 $ 68 $ 228
Completed and not released . . . . . . . . . . . . . . . . . 20 88 48
In process and other . . . . . . . . . . . . . . . . . . . . . . . 2 240 141
Library, less amortization . . . . . . . . . . . . . . . . . . . 1,007 1,064
Programming costs, less amortization . . . . . . . . . . . 457 345 293 285
Magazines, books and recorded music ......... . 416 381
Total ..................................... . $946 $1,900 $830 $1,766
Excluding the Library, the total cost incurred in the production of theatrical and television product
(including direct production costs, production overhead and certain exploitation costs, such as film prints and
home videocassettes) amounted to $633 million in 1998 and $506 million in 1997; and the total cost amortized
amounted to $585 million and $613 million, respectively. Excluding the Library, the unamortized cost of
completed films at December 31, 1998 amounted to $379 million. approximately 90% of which is expected to
be amortized within three years after release.
7. LONG-TERM DEBT
Long-term debt consists of:
Weighted-Average
1 nterest Rate at
December 31, 1998
Maturities
December 31,
1998 1997
(millions)
Bank credit agreement borrowings ......
Fixed-rate senior notes and debentures. . .
Variable-rate senior notes. . . . . . . . . . . . . .
Zero-coupori convertible notes. . . . . . . . . .
Total........... . ........... ........
6.0%
7.8%
4.8%
2002
2000-2036
2009-2031
$ 1,234
8,491
1,200
$ 2,600
6,909
1,200
1,124
$11,833
$10,925
Substantially all of Time Warner's long-term debt represents the obligations of its wholly owned
subsidiaries TW Companies, TBS and TWI Cable. Time Warner and each of TW Companies and TBS (the
"Guarantor Subsidiaries") have fully and unconditionally guaranteed any outstanding publicly traded
indebtedness of each other and, along with TWI Cable, have similarly guaranteed each other's outstanding
borrowings under their joint bank credit agreement. As a result, the credit profile associated with the
indebtedness of Time Warner or any of the Guarantor Subsidiaries is substantially the same.
Financing Activities
During the past three years, in response to favorable market conditions and in connection with certain
acquisitions, Time Warner and its consolidated subsidiaries have refinanced approximately $8.5 billion of debt.
These debt refinancings have had the positive effect of lowering the Company's cost of borrowing, staggering
debt maturities and, with respect to the redemption of certain convertible securities, eliminating the potential
dilution from the conversion of such securities into 62.5 million shares of Time Warner common stock. In
connection with these refinancings, Time Warner recognized an extraordinary loss on the retirement of debt of
$55 million in 1997 and $35 million in 1996.
F-45
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In addition to these refinancings, Time Warner continued its debt reduction efforts in 1998. Debt
reduction of approximately $3 billion was partially offset by a $2.1 billion increase in debt in order to fund the
1998 redemption of Time Warner's Series M Preferred Stock (Note 11). This debt reduction was achieved
principally by using cash provided by operations, proceeds from certain asset sales, cash distributions from
TWE and the noncash transfer of approximately $1 billion of debt to TWE-A/N as part of the TWE-A/N
Transfers (Note 2).
Zero-Coupon Convertible Notes
During 1998, approximately $1.15 billion accreted amount of zero-coupon convertible notes due 2013
(the "Zero-Coupon Convertible Notes") were converted into an aggregate 37.4 million shares of Time
Warner common stock. To partially offset the dilution resulting from this conversion, Time Warner incurred a
corresponding $1.15 billion of debt and used the proceeds therefrom to repurchase common stock (Note 12).
Variable-Rate Notes
At December 31, 1998, variable-rate senior notes consisted of $600 million principal amount of Floating
Rate Reset Notes due July 29, 2009 that are redeemable at the election of the holderS, in whole but not in
part, on July 29, 1999 (the "Two-Year Floating Rate Notes") and $600 million principal amount of Floating
Rate Reset .Notes due December 30, 2031 that are similarly redeemable at the election of the holders on
December 30,2001 (the "Five-Year Floating Rate Notes"). The Two-Year Floating Rate Notes bear interest
at a floating rate equal to UBOR less 115 basis points until July 29, 1999, at which time, if not redeemed, the
interest rate will be reset at a fixed rate equal to 6.16% plus a margin based upon the credit risk of
TW Companies at such time. The Five-Year Floating Rate Notes bear interest at a floating rate equal to
UBOR less 25 basis points until December 30, 2001, at which time, if not redeemed, the interest rate will be
reset at a fixed rate equal to 6.59% plus a margin based upon the credit risk of TW Companies at such time.
Bank Credit Agreement
As part of the debt refinancings referred to above, Time Warner, together with certain of its consolidated
and unconsolidated subsidiaries, entered into a five-year revolving credit facility in November 1997 (the "1997
Credit Agreement") and terminated its subsidiaries' financing arrangements under certain previously existing
bank credit facilities (the "Old Credit Agreements"). This enabled Time Warner to reduce its aggregate
borrowing availability from $10.3 billion to $7.5 billion, lower interest rates and refinance outstanding
borrowings under the Old Credit Agreements in the amounts of approximately $2.4 billion by subsidiaries of
Time Warner and $2.1 billion by TWE.
The 1997 Credit Agreement permits borrowings in an aggregate amount of up to $7.5 billion, with no
scheduled reduction in credit availability prior to maturity in November 2002. The borrowers under the 1997
Credit Agreement are Time Warner, TW Companies, TBS, TWI Cable, TWE and TWE-A/N. Borrowings
under the 1997 Credit Agreement are limited to (i) $6 billion in the aggregate for Time Warner,
TW Companies, TBS and TWI Cable, (ii) $7.5 billion in the case ofTWE and (Hi) $2 billion in the case of
TWE-A/N, subject in each case to an aggregate borrowing limit of $7.5 billion and certain other limitations
and adjustments. Such borrowings bear interest at specific rates for each of the borrowers (generally equal to
UBOR plus a margin initially ranging from 35 to 40 basis points) and each borrower is required to' pay a
commitment fee on the unused portion of its commitment (initially rangirig from .125% to .15% per annum),
which margin and fee vary based on the credit rating or financial leverage of the applicable borrower.
Borrowings may be used for general business purposes and unused credit is available to support commercial
paper borrowings. The 1997 Credit Agreement contains certain covenants generally for each borrower relating
to, among other things, additional indebtedness; liens on assets; cash flow coverage and leverage ratios; and
dividends, distributions and other restricted cash payments or transfers of assets from the borrowers to their
respective shareholders, partners or affiliates.
F-46
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
Credit Agreement with TWE
Time Warner has a credit agreement with TWE that allows it to borrow up to $400 million from TWE
through September 15, 2000. Outstanding borrowings from TWE in the amount of $400 million bear interest
at LIBOR plus 1 % per annum. All amounts due to TWE under this agreement have been reclassified to Time
Warner's investment in and amounts due to and from the Entertainment Group in the accompanying
consolidated balance sheet.
Interest Expense and Maturities
At December 31, 1998, Time Warner had interest rate swap contracts to pay floating-rates of interest and
receive fixed-rates of interest on $1.6 billion notional amount of indebtedness, which resulted in approximately
37% of Time Warner's underlying debt being subject to variable interest rates (Note 15).
Interest expense amounted to $891 million in 1998, $1.049 billion in 1997 and $968 million in 1996,
including $6 million in 1998, $19 million in 1997 and $26 million in 1996 which was paid to TWE in
connection with borrowings under Time Warner's $400 million credit agreement with TWE. The weighted-
average interest rate on Time Warner's total debt, including the effect of interest rate swap contracts, was 7.2%
at December 31, 1998 and 1997.
Annual repayments of long-term debt for the five years subsequent to December 31, 1998 consist of
$500 million due in 2000, and $1.234 billion due in 2002. Such repayments exclude the aggregate redemption
prices of $600 million in 1999 and $600 million in 200 1 relating to the variable-rate senior notes, in the years in
which the holders thereof may first exercise their redemption options.
Fair Value of Debt
Based on the level of interest rates prevailing at December 31, 1998 and 1997, the fair value of Time
Warner's fixed-rate debt exceeded its carrying value by $1.098 billion and $753 million, respectively.
Unrealized gains or losses on debt do not result in the realization or expenditure of cash and generally are not
recognized for financial reporting purposes unless the debt is retired prior to its maturity.
8. BORROWINGS AGAINST FUTURE STOCK OPTION PROCEEDS
In 1998, in connection with Time Warner's expanded common stock repurchase program (Note 12),
Time Warner entered into a new five-year, $1.3 billion revolving credit facility (the "Stock Option Proceeds
Credit Facility"), which replaced its previously existing facility. Borrowings under the Stock Option Proceeds
Credit Facility are principally used to fund stock repurchases and approximately $12 million of future
preferred dividend requirements on Time Warner's convertible preferred stock as of December 31, 1998. At
December 31, 1998 and 1997, Time Warner had outstanding borrowings against future stock option proceeds
of $895 million and $533 million, respectively.
The Stock Option Proceeds Credit Facility initially provides for borrowings, of up to $1.3 billion, of which
up to $125 million is reserved solely for the payment of interest and fees thereunder. Borrowings under the
Stock Option Proceeds Credit Facility generally bear interest at LIBOR plus a margin equal to 75 basis points
and are principally expected to be repaid from the cash proceeds received from the exercise of designated
employee stock options. The receipt of such stock option proceeds in excess of $900 million through
March 2000, and thereafter in full on a cumulative basis, permanently reduces the borrowing availability under
the facility. At December 31,1998, based on a closing market price of Time Warner common stock of $62.06,
the aggregate value of potential proceeds to Time Warner from the exercise of outstanding vested, "in the
money" stock options covered under the facility was approximately $1.9 billion, representing a 1.5 to I
coverage ratio over the related $1.3 billion borrowing availability. To the extent that such stock option
proceeds are not sufficient to satisfy Time Warner's obligations under the Stock Option Proceeds Credit
F-47
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Facility, Time Warner is generally required to repay such borrowings using proceeds from the sale of shares of
its common stock held in escrow under the Stock Option Proceeds Credit Facility or, at Time Warner's
election, using available cash on hand. Time Warner had placed 76 million shares in escrow at December 31,
1998, which shares are not considered to be issued and outstanding capital stock of the Company. Time
Warner may be required, from time to time, to have up to, 210 million shares held in escrow. In addition, as a
result of Time Warner's commitment to use the Stock Option Proceeds Credit Facility to fund future
preferred dividend requirements on certain classes of its convertible preferred stock, Time Warner has also
supplementalIy agreed to place in escrow an amount of cash equal to any excess of the unpaid, future preferred
dividend requirements on such series of convertible preferred stock over the borrowing availability under the
facility at any time.
9. INCOME TAXES
Domestic and foreign pretax income (loss) are as follows:
Domestic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign ..................................................
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$486
100
$586
Years Ended December 31,
1998 1997 ]996
(millions)
$728
104
$832
$(193)
197
$ 4
Current and deferred income taxes (tax benefits) provided are as follows:
Federal:
Current(l) .................................. . .. . . . . . . . .
Deferred ................................... . . . . . . . . . . .
Foreign:
Current(2) ...................................... . . . . . . .
Deferred ................................... . . . . . . . . . . .
State and Local:
Current{l) .............................................
Deferred ................................... . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
1998 ]997 1996
(millions)
$ 436 $191 $ 50
(259) 49 (143)
260 205 230
(49) (3) (16)
166 88 89
~) 1 ~)
$ 418 $531 $ 160
(I) Includes utilization of tax carryforwards of $126 million in 1998, $109 million in 1997 and $77 million in J996.Excludes current
federal and state and local tax benefits of $478 million in 1998, $165 million, in 1997 and $20 million in 1996 resulting from the
exercise of stock options and vesting of restricted stock awards, which were credited directly to paid-in-capital. Excludes current
federal tax benefits of $30 million in 1997 and $4 million in 1996 resulting from the retirement of debt, which reduced the
extraordinary losses in such years.
(2) Includes foreign withholding taxes of $1 I3 million in 1998, $114 million in 1997 and $]01 million in ]996.
The differences between income taxes expected at the U.S. federal statutory income tax rate of 35% and
income taxes provided are as set forth below. The relationship between income before income taxes and
income tax expense is most affected by the amortization of goodwill and certain other financial statement
expenses that are not deductible for income tax purposes.
F-48
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Taxes on income at U.S. federal statutory rate .............. . . . . . . .
State and local taxes, net of federal tax benefits ....................
Nondeductible goodwill amortization .............................
Other nondeductible expenses ...................................
Foreign income taxed at different rates, net of U.S. foreign tax credits. . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total ........................................................
Years Ended December 31,
1998 1997 1996
(millions)
$291
58
170
11
9
~)
$531
$205
20
170
13
10
$418
='
Significant components of Time Warner's net deferred tax liabilities are as follows:
Assets acquired in business combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized appreciation of certain marketable securities ..................
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax carryforwards ..................................................
Accrued liabilities, . . . . . . . . . . . . . " . . . . . . ,. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivable allowances and return reserves " . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets. . . . .'. . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liabilities ...........................................
$ 2
26
131
10
4
.JQ)
$160
December 31,
1998 1997
(millions)
$3,158
1,112
4
452
4,726
304
513
217
201
1,235
$3,491
$3,352
1,152
4
449
4,957
327
381
203
86
997
$3,960
U.S. income and foreign withholding taxes have not been recorded on permanently reinvested earnings of
foreign subsidiaries aggregating approximately $945 million at December 31, 1998. Determination of the
amount of unrecognized deferred U.S. income tax liability with respect to such earnings is not practicable. If
such earnings are repatriated, additional U.S. income and foreign withholding taxes are substantially expected
to be offset by the accompanying foreign tax credits.
U.S. federal tax carryforwards at December 31, 1998 cronsisted of $456 million of net operating losses,
$109 million of investment tax credits and $34 million of alternative minimum tax credits. The utilization of
certain carryforwards is subject to limitations under U.S. federal income tax laws. Except for the alternative
F-49
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
minimum tax credits which do not expire, the other U.S. federal tax carryforwards expire in varying amounts
as follows for income tax reporting purposes:
1999... . .. . ...... .. . " . .............. .. . .. .. .. . . " '" ... ... .. . .
2000.......................................................... .
2001.."........................................................ .
2002.......................................................... .
Thereafter up to 2011 ............................................
Carryforwards
Net Investment
Operating Tax
Losses Credits
(millions)
$ 3 $
1
2
450
$456
1
12
35
32
29
$109
10. MANDATORILY REDEEMABLE PREFERRED SECURITIES
In August 1995, Time Warner issued approximately 12.1 million Company-obligated mandatorily
redeemable preferred securities of a wholly owned subsidiary ("PERCS") for aggregate gross proceeds of
$374 million. The PERCS were mandatorily redeemable in December 1997 for an amount per PERCS equal
to the lesser of $54.41, and the market value of 1.5 shares of common stock of Hasbro, Inc. ("Hasbro") on
December 17, 1997, payable in cash or, at Time Warner's option, Hasbro common stock. Pursuant to these
terms, Time Warner redeemed the PERCS in December 1997 for all of its 18.1 million shares of Hasbro
common stock. In connection with this redemption and the related disposal of its interest in Hasbro, Time
Wamer recognized a $200 million pretax gain in 1997, which has been classified in interest and other, net, in
the accompanying consolidated statement of operations.
In December 1995, Time Warner issued approximately 23 million Company-obligated mandatorily
redeemable preferred securities of a wholly owned subsidiary ("Preferred Trust Securities") for aggregate
gross proceeds of $575 million. The sole assets of the subsidiary that is the obligor on the Preferred Trust
Securities are $592 million principal amount of 8'Ys% subordinated debentures of TW Companies due
December 31, 2025. Cumulative cash distributions are payable on the Preferred Trust Securities at an annual
rate of 8'Ys%. The Preferred Trust Securities are mandatorily redeemable for cash on December 31,2025, and
Time Warner has the right to redeem the Preferred Trust Securities, in whole or in part, on or after
December 31,2000, or in other certain circumstances, in each case at an amount per Preferred Trust Security
equal to $25 plus accrued and unpaid distributions thereon.
Time Warner has certain obligations relating to the Preferred Trust Securities which amount to a full and
unconditional guaranty (on a subordinated basis) of its subsidiary's obligations with respect thereto.
11. REDEMPTION OF SERIES M PREFERRED STOCK
In December 1998, Time Warner redeemed all of its outstanding shares of 101,4% Series M Preferred
Stock, which were issued initially in April 1996. The aggregate redemption cost of approximately $2.1 billion
was funded with proceeds from the issuance of lower-cost debt. As a result of this redemption, preferred
dividend requirements in Time Warner's 1998 consolidated statement of operations include a one-time effect
of $234 million ($.19 loss per common share) relating to the redemption premium paid in connection
therewith.
Because the weighted,.average interest rate of the debt is approximately 375 basis points lower than the
dividend rate of the Series M Preferred Stock and the interest on the debt is tax deductible (whereas
F-50
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
dividends are not), Time Warner expects to realize approximately $100 to $125 million of annual cash savings
as a result of this redemption.
12. SHAREHOLDERS' EQUITY
At December 31, 1998, shareholders' equity of Time Warner included 22.6 million shares of convertible
preferred stock that are convertible into 94.1 million shares of common stock, 57.1 million shares of
Series LMCN-V Common Stock that are convertible into 114.2 million shares of common stock and 1.118
billion shares of common stock (net of 18.7 million shares of common stock in treasury). Time Warner
currently is authorized to issue up to 250 million shares of preferred stock, up to 2 billion shares of common
stock and up to 200 million shares of additional classes of common stock, including Series LMCN-V
Common Stock
In December 1998, a two-for-one common stock split was effectuated by the payment of a 100% stock
dividend in the amount of 558.2 million shares of common stock (the" 1998 Stock Split"). The 1998 Stock
Split did not affect the number of shares of Series LMCN-V Common Stock outstanding. Accordingly, each
share of Series LMCN- V Common Stock now is equivalent effectively to two shares of common stock. Shares
of Series LMCN- V Common Stock continue to have limited voting rights.
During 1998 and January 1999, Time Warner issued approximately 66 million shares of common stock in
connection with the conversion of 15.8 million shares of convertible preferred stock These conversions are
expected to result in approximately $60 million of cash dividend savings in the aggregate for Time Warner
through the end of 1999.
During 1998, Time Warner acquired 59.9 million shares of its common stock at an aggregate cost of
$2.24 billion under its existing common stock repurchase program, thereby increasing the cumulative shares
purchased to approximately 95.1 million shares at an aggregate cost of $3.04 billion. Except for repurchases of
common stock using borrowings in 1998 that offset $1.15 billion of debt reduction associated with the
conversion of the Zero-Coupon Convertible Notes into common stock, these repurchases were funded with
stock option exercise proceeds and borrowings under Time Warner's Stock Option Proceeds Credit Facility.
In January 1999, Time Warner's Board of Directors authorized a new common stock repurchase program
that allows the Company to repurchase, from time to time, up to $5 billion of common stock This program is
expected to be completed over a three-year period. However, actual repurchases in any period will be subject
to market conditions. Along with stock option exercise proceeds and borrowings under the Stock Option
Proceeds Credit Facility, additional funding for this program is expected to be provided by anticipated future
free cash flow and financial capacity.
As of December 31, 1998, Time Warner had approximately 22.6 million shares of convertible preferred
stock outstanding. However, in January 1999, all of the outstanding shares of Series G and Series H preferred
F-5l
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
stock were converted into 12.5 million shares of common stock. Set forth below is a summary of the principal
terms of Time Warner's classes of convertible preferred stock:
Number of Shares Final $3.75
of Common Stock Per Share Earliest Earl iest
Shares Issuable Upon Dividend Exchange Redemption
Description Outstanding Conversion Date Date Date
(millions) (millions)
Series D preferred stock . . . . . . . . . . . . . 11.0 45.8 7/6/99 7/6/99 7/6/00
Series E preferred stock.. .. . ..... . .. 3.1 13.0 1/4101 1/4/01 1/4/01
Series F preferred stock . . . . . . . . . . . . . 3.0 12.4 1/4/00 114/00 1/4/01
Series G preferred stock . . . . . . . . . . . . . 1.2 5.0 9/5/99 9/5/99 9/5/99
Series H preferred stock. . . . . . . . . . . . . 1.8 7.5 9/5/99 9/5/00 9/5/99
Series I preferred stock ............. 0.7 2.9 10/2/99 10/2/99 10/2/99
Series J preferred stock ............. 1.8 7.5 5/2/00 5/2/00 5/2/00
Total shares outstanding at
December 31, 1998 . .. . . . . . . . . . . .. 22.6 94.1
Conversion of Series G and H
preferred stock in January 1999. . . . . (3.0) (12.5 )
Total shares outstanding at January 31,
1999 ........................... 19.6 81.6
- -
The principal terms of each outstanding series of convertible preferred stock (collectively, the "Converti-
ble Preferred Stock") are similar in nature, unless otherwise noted below. Each share of Convertible Preferred
Stock: (1) is entitled to a liquidation preference of$lOO per share, (2) is immediately convertible into 4.16528
shares of Time Warner common stock at a conversion price of $24 per share (based on its liquidation value),
(3) entitles the holder thereof (i) to receive for a four-year period from the date of issuance (or a five-year
period with respect to the Series E and Series J preferred stock) an annual dividend per share equal to the
greater of $3.75 and an amount equal to the dividends paid on the Time Warner common stock into which
each share may be converted and (ii) to the extent that any of such shares of preferred stock remain
outstanding at the end of the period in which the minimum $3.75 per share dividend is to be paid, the holders
thereafter will receive dividends equal to the dividends paid on shares of Time Warner common stock
multiplied by the number of shares into which their shares of preferred stock are convertible and (4) entitles
the holder thereof to vote with the common stockholders on all matters on which the common stockholders
are entitled to vote, and each share of such Convertible Preferred Stock is entitled to four votes on any such
matter.
Time Warner has the right to exchange each series of Convertible Preferred Stock for Time Warner
common stock at the stated conversion price at any time on or after the respective exchange date. In addition,
Time Warner has the right to redeem each series of Convertible Preferred Stock, in whole or in part, for cash
at the liquidation value plus accrued dividends, at any time on or after the respective redemption date.
Pursuant to Time Warner's shareholder rights plan, as amended, each share of Time Warner common
stock has attached to it one right, which becomes exercisable in certain events involving the acquisition of 15%
or more of the then outstanding common stock of Time Warner on a fully diluted basis. Upon the occurrence
of such an event, each right entitles its holder to purchase for $75 the economic equivalent of common stock of
Time Warner, or in certain circumstances, of the acquiror, worth twice as much. In connection with the plan,
8 million shares of preferred stock were reserved. The rights expire on January 20, 2004.
At December 31, 1998, Time Warner had convertible securities and outstanding stock options that were
convertible or exercisable into approximately 230 million shares of common stock (as adjusted for the
January 1999 conversion of Series G and Series H preferred stock).
F-52
TIME WARNER lNC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
At February 28,1999, there were approximately 25,000 holders of record of Time Warner common stock.
This total does not include the large number of investors who hold such shares through banks, brokers or other
fiduciaries.
13. STOCK OPTION PLANS
Time Warner has various stock option plans under which Time Warner may grant options to purchase
Time Warner common stock to employees of Time Warner and TWE. Such options have been granted to
employees of Time Warner and TWE with exercise prices equal to, or in excess of, fair market value at the
date of grant. Accordingly, in accordance with APB 25 and related interpretations, compensation cost is not
generally recognized for its stock option plans. Generally, the options become exercisable over a three-year
vesting period and expire ten years from the date of grant. Had compensation cost for Time Warner's stock
option plans been determined based on the fair value at the grant dates for all awards made subsequent to 1994
consistent with the method set forth under FASB Statement No. 123, "Accounting for Stock.,Based
Compensation" ("FAS 123"), Time Warner's net income (loss) and net loss per common share would have
been changed to the pro forma amounts indicated below:
Years Ended December 31,
1998 1997 1996
(millions, except
per share amounts)
Net income (loss):
As reported...............................................
Pro forma .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss per common share:
As reported. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pro forma.... .. ................... .'.......... ...;... ."....
$ 168
$ 106
$ 246
$ 200
$ (191)
$(216)
$ (.31)
$ ( .36 )
$(.06)
$(.10)
$ (.52)
$(.55)
F AS 123 is applicable only to stock options granted subsequent to December 31, 1994. Accordingly, since
Time Warner's compensation expense associated With such grants would generally be recognized over a three-
year vesting period, the initial impact of applying FAS 123 on pro forma net income for 1996 is not
comparable to the impact on pro forma net income for 1998 and 1997, when the pro forma effect of the three-
year vesting period has been fully reflected.
For purposes of applying FAS 123, the fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted-average assumptions used for
grants in 1998, 1997 and 1996: dividend yields of 0.5%, 1% and 1%, respectively; expected volatility of 21.6%,
21.9% ancl21.7%, respectively; risk-free interest rates of 5.5%,6.4% and 6.1%, respectively; and expected lives
of 5 years in all periods. The weighted average fair value of an option granted during the year was $11.13
($6.57, net of taxes), $6.58 ($3.88, net of taxes) and $5.78 ($3.41, net of taxes) for the years ended
December 31, 1998, 1997 and 1996, respectively. In each period, Time Warner granted options to certain
executives at exercise prices exceeding the market price of Time Warner common stock on the date of grant.
These above-market options had a weighted average exercise price and fair value of $49.54 and $9.45 ($5.58,
net of taxes), respectively, in 1998; $32.45 and $6.29 ($3.71, net of taxes), respectively, in 1997; and $26.44
and $4.44 ($2.62, net of taxes), respectively, in 1996.
F-53
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
A summary of stock option activity under all plans is as follows:
Balance at January 1, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted. . . . . . . . . . . . . . . . . .. .. . . . . . . . .. . . " . . . . ... . . . . . . . . . .. . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assumed in connection with the TBS Transaction.. . ... . . . . . . . . . . . . .,
Cancelled. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted ....................... .'. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 1997 . . . . . . . . . . .. . .. . .. . . . . . . . . . . . . ... . . .
Granted .......................................................
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1998
Exercisable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available for future grants. . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .
112,471
11,207
Weighted-
Thousands Average
of Exercise
Shares Price
157,238 $15.68
18,920 21.65
(7,372) 13.45
27,425 13.20
(477) 20.41
195,734 $15.98
16,544 22.41
(32,632) 13.66
(942) 18.89
178,704 $16.99
18,100 37.71
(48,323 ) 15.01
(417) 28.01
148,064 $20.14
December 31,
1m 1996
(thousands)
145,616 165,394
12,771 16,063
The following table summarizes information about stock options outstanding at December 31, 1998:
Options Outstanding Options Exercisable
Weighted-
Average Weighted- Weighted-
Number Remaining Average Number Average
Range of Outstanding Contractual Exercise Exercisable Exercise
Exercise Prices at 12/31/98 Life Price at 12/31/98 Price
(thousands) (thousands)
Under $10. . . . . . . . . . . . . . . . . 7,726 1. 7 years $ 8.98 7,726 $ 8.98
$10.00 to $15.00 w.o.......... . 25,239 3.1 years $12.14 25,239 $12.14
$15.01 to $20.00 ............ . 59,851 4.3 years $18.20 55,545 $18.16
$20.01 to $30.00 .......... o. 35,538 6.4 years $22.02 23,056 $21.73
$30.01 to $45.00 .......... . 16,573 8.9 years $35.09 905 $31.75
$45.01 to $54.05 .......... . 3,137 9.1 years $48.44
Total . . . . . . . . . . . . . . . . . . . . . 148,064 5.1 years $20.14 112,471 $17.02
For options exercised by employees of TWE, Time Warner is reimbursed by TWE for the amount by
which the market value of Time Warner common stock on the exercise date exceeds the exercise price, or the
greater of the exercise price or $13.88 for options granted prior to the TWE capitalization on June 30, 1992.
There were 47.7 million options held by employees of TWE at December 31, 1998, 33.4 million of which were
exercisable.
F-54
TIME WARNER INC.
NOTES TO CONSOUDATED FINANCIAL STATEMENTS- (Continued)
14. BENEFIT PLANS
Time Warner and its subsidiaries have defined benefit pension plans covering substaAtially all domestic
employees. Pension benefits are based on formulas that reflect the employees' years of service and
compensation levels during their employment period. Time Warner's common stock represents approximately
12% and 7% of plan assets at December 31, 1998 and 1997, respectively. A summary of activity for Time
Warner's defined benefit pension plans is as follows:
Components of Pension Expense
Service cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost ..................................................
Expected return on plan assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net amortization and deferral ...................................
Total ........................................................
Change in Projected Benefit Obligation
Projected benefit obligation at beginning of year .......................
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid .....................................................
Projected benefit obligation at end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in Plan Assets
Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets ........................................
Employer contribution .............................................
Benefits paid .....................................................
Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . .". . .
Unfunded projected benefit obligation ................................
Additional minimum liability(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized prior service cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued pension expense . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
1998 1997 1996
(millions)
$ 53
74
(73)
2
$ 56
$ 45
68
(62)
1
$ 52
$ 49
64
(57)
4
$ 60
December 31,
1998 1997
(millions)
$ 990 $ 850
53 45
74 68
98 78
~) ~)
1,163 990
839 704
191 162
16 15
~) ~)
1,000 839
(163) (151)
(33) (38)
(16) 3
16 15
$ (196) $(171)
(a) The additional minimum liability is offset fully by a corresponding intangible asset recognized in the consolidated balance sheet.
F-55
TIME W A.RNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
December 31,
1998 1997 1996
Weighted-Average Pension Assumptions
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets ....................................
Rate of compensation increase ....................................
6.75%
9%
6%
7.25%
9%
6%
7.75%
9%
6%
Included above are projected benefit obligations and accumulated benefit obligations for unfunded
defined benefit pension plans of $118 million and $97 million as of December 31, 1998, respectively; and $94
million and $72 million as of December 31, 1997, respectively.
Employees of Time Warner's operations in foreign countries participate to varying degrees in local
pension plans, which in the aggregate are not significant.
Time Warner also has certain defined contribution plans, including savings and profit sharing plans, as to
which the expense amounted to $84 million in 1998, $83 million in 1997 and $67 million in 1996.
Contributions to the savings plans are based upon a percentage of the employees' elected contributions.
Contributions to the profit sharing plans are generally determined by management and approved by the boards
of directors of the participating companies.
15. DERIVATIVE FINANCIAL INSTRUMENTS
Time Warner uses derivative financial instruments principally to manage the risk that changes in interest
rates will affect either the fair value of its debt obligations or the amount of its future interest payments and,
with regard to foreign currency exchange rates, to manage the risk that changes in exchange rates will affect
the amount of unremitted or future royalties and license fees to be received from the sale of U.S. copyrighted
products abroad. The following is a summary of Time Warner's risk management strategies and the effect of
these strategies on Time Warner's consolidated financial statements.
Interest Rate Risk Management
Interest Rate Swap Contracts
Interest rate swap contracts are used to adjust the proportion of total debt that is subject to variable and
fixed interest rates. Under an interest rate swap contract, Time Warner either agrees to pay an amount equal
to a specified variable-rate of interest times a notional principal amount, and to receive in return an amount
equal to a specified fixed-rate of interest times the same notional principal amount or, vice versa, to receive a
variable-rate amount and to pay a fixed-rate amount. The notional amounts of the contract are not exchanged.
No other cash payments are made unless the contract is terminated prior to maturity, in which case the
amount paid 9r received in settlement is established by agreement at the time of termination, and usually
represents the net present value, at current rates of interest, of the remaining obligations to exchange payments
under the terms of the contract. Interest rate swap contracts are entered into with a number of major financial
institutions in order to minimize counterparty credit risk.
Time Warner accounts for its interest rate swap contracts differently based on whether it has agreed to
pay an amount based on a variable-rate or fixed-rate of interest. For interest rate swap contracts under which
Time Warner agrees to pay variable-rates of interest, these contracts are considered to be a hedge against
changes in the fair value of Time Warner's fixed-rate debt obligations. Accordingly, the interest rate swap
contracts are reflected at fair value in Time Warner's consolidated balance sheet and the related portion of
fixed-rate debt being hedged is reflected at an amount equal to the sum of its carrying value plus an
adjustment representing the change in fair value of the debt obligations attributable to the interest rate risk
being hedged. In addition, changes during any accounting period in the fair value of these interest rate swap
contracts, as well as offsetting changes in the adjusted carrying value of the related portion of fixed-rate debt
F-56
TIME WARNER INC.
NOTES TO CONSOUDATED FINANCIAL STATEMENTS - (Continued)
being hedged, are recognized as adjustments to interest expense in Time Warner's consolidated statement of
operations. The net effect of this accounting on Time Warner's operating results is that interest expense on the
portion of fixed-rate debt being hedged is generally recorded based on variable interest rates.
For interest rate swap contracts under which Time Warner agrees to pay fixed-rates of interest, these
contracts are considered to bea hedge against changes in the amount of future cash flows associated with
Time Warner's interest payments of Time' Warner's variable-rate debt obligations. Accordingly, the interest
rate swap contracts are reflected at fair value in Time Warner's consolidated balance sheet and the related
gains or losses on these contracts are deferred -in shareholders' equity (as a component of comprehensive
income). These deferred gains and losses are then amortized as an adjustment to interest expense over the
same period in which the related interest payments being hedged are recognized in income. However, to the
extent that any of these contracts are not considered to be perfectly effective in offsetting the change in the
value of the interest payments being hedged, any changes in fair value relating to the ineffective portion of
these contracts are immediately recognized in income. The net effect of this accounting on Time Warner's
operating results is that interest expense on the portion of variable-rate debt being hedged is generally recorded
based, on fixed interest rates.
At December 31, 1998, Time Warner had interest rate swap contracts to pay variable-rates of interest
(average six-month UBOR rate of 5.5%) and receive fixed-rates of interest (average rate of 5.5%) on $1.6
billion notional amount of indebtedness, which resulted in approximately 37% of Time Warner's underlying
debt, and 39% of the debt of Time Warner and the Entertainment Group combined, being subject to variable
interest rates. The notional amount of outstanding contracts by year of maturity at December 31; 1998 is as
follows: 1999-$1.2 billion; and 2000-$400 million. At December 31,1997, Time Warner had interest rate swap
contracts on $2.3 billion notional amount of indebtedness. The net gain or loss on the ineffective portion of
these interest rate swap contracts was not material in any period.
Interest Rate Lock Agreements
In the past, Time Warner sometimes has used interest rate lock agreements to hedge the risk that the cost
of a future issuance of fixed-rate debt may be adversely affected by changes in interest rates. Under an interest
rate lock agreement, Time Warner agrees to payor receive an amount equal to the difference between the net
present value of the cash flows for a notional principal amount of indebtedness based on the existing yield of a
U.S. treasury bond at the date when the agreement is established and at the date when the agreement is
settled, typically when Time Warner issues new debt The notional amounts of the agreement are not
exchanged. Interest rate lock agreements are entered into with a number of major financial institutions in
order to minimize counterparty credit risk.
Interest rate lock agreements are reflected at fair value in Time Warner's consolidated balance sheet and
the related gains or losses on these agreements are deferred in shareholders' equity (as a component of
comprehensive income). These deferred gains and losses are then amortized as an adjustment to interest
expense over the same period in which the related interest costs on the new debt issuances are recognized in
income.
At December 31, 1998, Time Warner had outstanding interest rate lock agreements for an aggregate
$650 million notional principal amount of indebtedness, which were settled in January 1999. Time Warner no
longer intends to use interest rate lock agreements to hedge the cost of future issuances of fixed-rate debt. At
December 31, 1998, Time Warner had deferred approximately $32 million of net losses on interest rate lock
agreements, of which approximately $2 million is expected to be recognized in income over the next twelve
months.
F-57
TIME WARNER INC.
NOTES TO CONSOUDATED FINANCIAL STATEMENTS - (Continued)
Foreign Currency Risk Management
Foreign exchange contracts are used primarily by Time Warner to hedge the risk that unremitted or
future royalties and license fees owed to Time Warner or TWE domestic companies for the sale or anticipated
sale of U.S. copyrighted products abroad may be adversely affected by changes in foreign currency exchange
rates. As part of its overall strategy to manage the level of exposure to the risk of foreign currency exchange
rate fluctuations, Time Warner hedges a portion of its and TWE's combined foreign currency exposures
anticipated over the ensuing twelve-month period. At December 31, 1998, Time Warner had effectively
hedged approximately half of the combined estimated foreign currency exposures that principally relate to
anticipated cash flows to be remitted to the U.S. over the ensuing twelve-month period. To hedge this
exposure, Time Warner used foreign exchange contracts that generally have maturities of three months or less,
which generally will be rolled over to provide continuing coverage throughout the year. Time Warner often
closes foreign exchange sale contracts by purchasing an offsetting purchase contract. Time Warner reimburses
or is reimbursed by TWE for contract gains and losses related to TWE's foreign currency exposure. Foreign
exchange contracts are placed with a number of major financial institutions in order to minimize credit risk.
Time Warner records these foreign exchange contracts at fair value in its consolidated balance sheet and
the related gains or losses on these contracts are deferred in shareholders' equity (as a component of
comprehensive income). These deferred gains and losses are recognized in income in the period in which the
related royalties and license fees being hedged are received and recognized in income. However, to the extent
that any of these contracts are not considered to be perfectly effective in offsetting the change in the value of
the royalties and license fees being hedged, any changes in fair value relating to the ineffective portion of these
contracts are immediately recognized in income. Gains and losses on foreign exchange contracts are generally
included as a component of interest and other, net, in Time Warner's consolidated statement of operations.
At December 31, 1998, Time Warner had contracts for the sale of $755 million and the purchase of $259
million of foreign currencies at fixed rates, primarily Japanese yen (40% of net contract value), English
pounds (4%), German marks (28%), Canadian dollars (10%) and French francs (16%), compared to
contracts for the sale of $507 million and the purchase of $139 million of foreign currencies at December 31,
1997. Time Warner had deferred approximately $6 million of net losses on foreign exchange contracts at
December 31, 1998, which is all expected to be recognized in income over the next twelve months. For the
years ended December 31, 1998, 1997 and 1996, Time Warner recognized $8 million in losses, $27 million in
gains and $15 million in gains, respectively, and TWE recognized $2 million in losses, $14 million in gains and
$6 million in gains, respectively, on foreign exchange contracts, which were or are expected to be offset by
corresponding decreases and increases, respectively, in the dollar value of foreign currency royalties and
license fee payments that have been or are anticipated to be received in cash from the sale of U.S. copyrighted
products abroad.
16. SEGMENT INFORMATION
Time Warner classifies its businesses into four fundamental areas: Cable Networks, consisting principally
of interests in cable television programming; Publishing, consisting principally of interests in magazine
publishing, book publishing and direct marketing; Entertainment, consisting principally of interests in recorded
music and music publishing, filmed entertainment, television production and television broadcasting; and
Cable, consisting principally of interests in cable television systems. A majority of Time Warner's interests in
filmed entertainment, television production, television broadcasting and cable television systems, and a portion
of its interests in cable television programming are held by the Entertainment Group. The Entertainment
Group is not consolidated for financial reporting purposes.
Information as to the operations of Time Warner and the Entertainment Group in different business
segments is set forth below based on the nature of the products and services offered. Time Warner evaluates
performance based on several factors, of which the primary financial measure is business segment operating
F-58
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
income before noncash amortization of intangible assets ("EBIT A"). The accounting policies of the business
segments are the same as those described in the summary of significant accounting policies (Note 1).
Intersegment sales are accounted for at fair value as if the sales were to third parties.
The operating results of Time Warner's and the Entertainment Group's cable segments reflect the
TWE-A/N Transfers effective as of January I, 1998, the Primestar Roll-up Transaction effective as of
April I, 1998, the formation of the Road Runner Joint Venture effective as of June 30, 1998 and the Time
Warner Telecom Reorganization effective as of July 1, 1998. In addition, the operating results of Time Warner
reflect the cable networks and filmed entertainment-related acquisition of TBS effective as of October 10,
1996.
Revenues
Time Warner:
Publishing ............................................
Music. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cable Networks- TBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Filmed Entertainment- TBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cable ................................................
Intersegment elimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Entenainment Group:
Filmed Entertainment-Warner Bros. . . .. . .. . . . . . . . .. . . . . . .
Broadcasting-The WB Network.. . '" ...... . . . ... ..... . ..
Cable Networks-HBO ..................................
Cable ................................................
Intersegment elimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EBITA (1)
Time Warner:
Publishing ...............................................
Music. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cable Networks-TBS . . . . . . . . . . . . . . . . . . . . . . . . ... .. . .. . . . . ..
Filmed Entertainment- TBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cable(2) .................................................
Intersegment elimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total................................................... .
Entenainment Group:
Filmed Entertainment-Warner Bros. . . . . . . . . . . . .. . . . . . . . . . . ..
Broadcasting-The WB Network .............................
Cable Networks-HBO ............ ..... ...... ... .... .. .. . ..
Cable(3) .................................................
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
1998 1997 1996
(millions)
$ 4,496
4,025
3,325
1,917
964
(145)
$14,582
$ 6,061
260
2,052
4,378
(495)
$12,256
$ 4,290
3,691
2,900
1,531
997
(115)
$13,294
$ 5,472
136
1,923
4,243
(446)
$11,328
$ 4,117
3,949
680
455
909
(46)
$10,064
$ 5,648
87
1,763
3,851
(488)
$10,861
Years Ended December 31,
1998 1997 1996
(millions)
$ 607 $ 529 $ 464
493 467 653
706 573 142
192 200 30
325 427 353
~) ~) 5
$2,296 $2,183 $1,647
$ 503 $ 404 $ 379
(93) (88) (98)
454 391 328
1,369 1,184 917
$2,233 $1,891 $1,526
(I) EBIT A represents business segment opercl.ting income before noncash amortization of intangible assets. After deducting amortization
of intangible assets, Time Warner's business segment opercl.ting income was $1.496 billion in 1998, $1.271 billion in 1997 and $966
million in 1996. Similarly, business segment operating income of the Entertainment Group was $1.724 billion in 1998,$ 1.461 billion
in 1997 and $1.090 billion in 1996,
(2) Includes net pretax gains of approximately $18 million in 1998 and $12 million in 1997 related to the sale or exchange of certain
cable television systems,
(3) Includes net pretax gains of approximately $90 million in 1998 and $200 million in 1997 related to the sale or exchange of certain
cable television systems,
F-59
TIME WARNER INC.
NOTES TO CONSOUDATED FINANCIAL STATEMENTS - (Continued)
Depreciation of Property, Plant and Equipment
Time Warner:
Pu blishing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Music .......................................................
Cable N etworks- TBS ..........................................
Filmed Entertainment- TBS .....................................
Cable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total ........................................................
Entertainment Group:
Filmed Entertainment-Warner Bros. .. '" . . . .. . .. . .. . . . . . . . .. . .. . .
Broadcasting-The WB Network. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cable N etworks- HBO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total ........................................................
Amortization of Intangible Assets(l)
Time Warner:
Publishing. . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Music .......................................................
Cable Networks-TBS ..........................................
Filmed Entertainment- TBS .....................................
Cable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total ........................................................
Entertainment Group:
Filmed Entertainment-Warner Bros. . . .. . .. . . . . . . . .. . . . . .. . .. . .. . .
BroadcaSting-The WB Network. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cable Networks-HBO.... ... . " . ...... .. . .. . .. ... . .............
Cable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total ........................................................
Years Ended December 31,
1998 1997 1996
(millions)
$ 80 $ 79 $ 71
72 83 91
93 87 20
6 7 2
127 126 1.23
$378 $382 $307
$166 $197 $167
1 1
23 22 22
737 736 619
$927 $956 $808
Years Ended December 31,
1998 1997 1996
(millions)
$ 38 $ 48 $ 46
280 301 292
200 199 43
82 87 22
200 277 278
$800 $912 $681
-
$129 $123 $125
3
377 307 311
$509 $430 $436
(I) Amortization includes amortization relating to all business combinations accounted for by the purchase method, including the $14
billion acquisition of Warner Communications Inc. in 1989, the $6.2 billion acquisition ofTBS in 1996 and the $2,3 billion of cable
acquisitions in 1996 and 1995.
F-60
TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Information as to the assets and capital expenditures of Time Warner and the Entertainment Group is as
follows:
Assets
Time Warner:
Publishing' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Music. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cable Networks- TBS . . . . . . . . . . . . . . . . . . . . . . : . . . . . . . . . . . .
Filmed Entertainment- TBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cable ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
E . G (I)
ntertalnment roup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Entertainment Group:
Filmed EntertaiJlment-Warner Bros. ......................
Broadcasting-The WB Network ..........................
Cable Networks-HBO ..................................
Cable ................................................
Corporate(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
1998 1997 1996
(millions)
$ 2,726 $ 2,490 $ 2,418
7,354 6,507 7,478
8,485 8,372 7,860
2,774 2,950 3,232
4,434 7,043 7,257
4,980 5,549 5,814
887 1,252 1,005
$31,640 $34,163 $35,064
$ 8,811 $ 8,106 $ 8,111
244 113 67
1,159 1,080 997
11,314 10,771 10,202
713 669 650
$22,241 $20,739 $20,027
( I) Entertainment Group assets represent Time Warner's investment in and amounts due to and from the Entertainment Group.
(2) Consists principally of cash, cash equivalents and other investments.
Capital Expenditures
Time Warner:
Publishing ...............................................
Music. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cable N etworks- TBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Filmed Entertainment-TBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cable ...................................................
Corporate . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Entertainment Group:
Filmed Entertainment-Warner Bros. .........................
Broadcasting-The WB Network.. ............ ....... ........
Cable Networks-HBO .....................................
Cable(') .................................................
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 3i,
1998 1997 1996
(millions)
$ 58 $ 77 $ 76
92 87 142
120 113 34
3 3 2
225 282 215
14 .12 12
$ 512 $' 574 $ 481
$ 122 $ 144 $ 340
1 I 2
23 19 29
1,451 1,401 1,348
6
$1,603 $1,565 $1,719
(I) Cable capital expenditures were funded in part through collections on the MediaOne Note Receivable in the amount of $169 million
in 1996 (Note 4). The MediaOne Note ReceiV'clble was fully collected during 1996.
F-61
TIME WARNER 1Ne.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Information as to Time Warner's operations in different geographical areas is as follows:
Revenues(l)
Time Warner:
United States. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . '. . . . . . . . . . . . . . . . . . . . .
Germany .............................................
Japan ................................................
Canada. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
France ...............................................
Other international .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Entertainment Group:
United States. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany .............................................
Japan ................................................
Canada. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
France ...............................................
Other intemational . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ; . . . . . .
( ]) Revenues are attributed to countries based on location of customer.
Years Ended December 31,
1998 1997 1996
(millions)
$11,220 $10,159 $ 7,262
542 449 372
432 420 452
405 417 399
284 262 209
227 195 229
1,472 1,392 1,141
$14,582 $13,294 $10,064
$10,177 $ 9,096 $ 8,727
459 488 383
263 284 374
162 172 196
145 137 157
163 152 143
887 999 881
$12,256 $11,328 $10,861
Because a substantial portion of Time Warner's international revenues is derived from the sale of
U.S. copyrighted products abroad, assets located outside the United States are not material.
17. COMMITMENTS AND CONTINGENCIES
Time Warner's total rent expense amounted to $286 million in 1998, $237 million in 1997 and $192
million in 1996. The minimum rental commitments under noncancellable long-term operating leases are:
1999-$259 million; 2000-$244 million; 200 1-$222 million; 2002-$205 million; 2003-$193 million; and after
2003-$940 million.
Time Warner's minimum commitments and guarantees under certain programming, licensing, artists,
athletes, franchise and other agreements aggregated approximately $6.6 billion at December 31, 1998, which
are payable principally over a five-year period. Such amounts do not include the Time Warner General
Partner and TWI Cable guarantees of approximately $6.7 billion of TWE's and TWE-A/N's debt and
accrued interest.
Time Warner is subject to numerous legal proceedings, including certain litigation relating to Six Flags.
In management's opinion and considering established reserves, the resolution of these matters will not have a
material effect, individually and in the aggregate, on Time Warner's financial statements.
F-62
TIME WARNER INe.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
18. RELATED PARTY TRANSACTIONS
In the normal course of conducting their businesses, Time Warner and its subsidiaries and affiliates have
had various transactions with TWE and other Entertainment Group companies, generally on terms resulting
from a negotiation between the affected units that in management's view results in reasonable allocations.
Employees of TWE participate in various Time Warner medical, stock option and other benefit plans for
which Time Warner charges TWE its allocable share of plan expenses, including administrative costs. In
addition, Time Warner provides TWE with certain corporate support services for which it received a fee in the
amount of $72 million, $72 million and $69 million in 1998, 1997 and 1996, respectively.
Time Warner's Cable division has managementServices agreements with TWE, pursuant to which TWE
manages, or provides services to, the cable television systems owned by Time Warner. Such cable television
systems also pay TWE for the right to carry cable television programming provided by TWE's cable networks.
Similarly, Time Warner receives fees from TWE's cable television systems for the right to carry cable
television programming provided by Time Warner's cable networks.
Time Warner's and TWE's Cable division have sold or exchanged, or agreed to sell or exchange, various
cable television systems to MediaOne in an effort to strengthen their geographic clustering of cable television
properties.
Time Warner's Filmed Entertainment-TBS division has various service agreements with TWE's Filmed
Entertainment-Warner Bros. division, pursuant to which TWE's Filmed Entertainment-Warner Bros. division
provides certain management and distribution services for Time Warner's theatrical, television and animated
product, as well as certain services for administrative and technical support.
Time Warner's Cable Networks- TBS division has license agreements with TWE, pursuant to which the
cable networks have acquired broadcast rights to certain film and television product. In addition, Time
Warner's Music division provides home videocassette distribution services to certain TWE operations, and
certain TWE units place advertising in magazines published by Time Warner's Publishing division.
Time Warner has a credit agreement with TWE that allows it to borrow up to $400 million from TWE
through September 15, 2000. Outstanding borrowings from TWE in the amount of $400 million bear interest
at LIBOR plus 1% per annum.
In addition to transactions with TWE and other Entertainment Group companies, Time Warner has had
transactions with the Columbia House Company partnerships, Comedy Partners, L.P., Time Warner
Telecom, the Road Runner Joint Venture and other equity investees of Time Warner and the Entertainment
Group, generally with respect to sales of products and services in the ordinary course of business.
19. ADDITIONAL FINANCIAL INFORMATION
Cash Flows
As of December 31, 1998, Time Warner had certain asset securitization facilities, which provide for the
accelerated receipt of up to approximately $1 billion of cash on available receivables. In connection with each
of these securitization facilities, Time Warner sells, on a revolving and nonrecourse basis, certain of its
accounts receivables ("Pooled Receivables") to a wholly owned, special purpose entity which, in turn, sells a
percentage ownership interest in the Pooled Receivables to a third-party, commercial paper conduit sponsored
by a financial institution. These securitization transactions have been accounted for as a sale in accordance
with FASB Statement No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguish-
ments of Liabilities." Accordingly, accounts receivables sold under this securitization program have been
reflected as a reduction in receivables in the accompanying consolidated balance sheet. Net proceeds received
under this securitization program were $17 million in 1998, $108 million in 1997 and $147 million in 1996.
F-63
TIME WARNER INe.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Additional financial information with respect to cash flows is as follows:
Cash payments made for interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments made for income taxes. . . . . . . . . . . . . . , . . .. . . . . . .
Tax-related distributions received from TWE ...................
Income tax refunds received. :. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
1998 1997 1996
(millions)
$929
305
324
52
$812
261
314
52
$839
382
215
44
Noncash investing activities in 1998 included the Time Warner Telecom Reorganization, the formation
of the Road Runner Joint Venture and the TWE-A/N Transfers (Note 2). Noncash financing activities
included the conversion of $1.15 billion of Zero-Coupon Convertible Notes into 37.4 million shares of
common stock in 1998 (Note 7) and the conversion of 12.8 million shares of convertible preferred stock into
approximately 53.5 million shares of common stock (Note 12). Noncash financing activities in 1997 included
the redemption of the PERCS in exchange for Time Warner's interest in Hasbro (Note 10) and the payment
of $185 million of noncash dividends on the Series M Preferred Stock. Noncash investing activities in 1996
included the $6.2 billion acquisition of TBS and the $904 million acquisition of CVI in exchange for capital
stock (Notes 2 and 3). Noncash financing activities in 1996 included the payment of $122 million of noncash
dividends on the Series M Preferred Stock.
Other Current Liabilities
Other current liabilities consist of:
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .
Accrued compensation ..............................................
Accrued income taxes . . . . . . . . . . . . . . .. . . . . . . . . '. . . . . . . . . . . . . . . . . . . . . . .
Deferred revenues ..................................................
Total ................................. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-64
December 31,
1998 1997
(millions)
$1,542 $1,716
538 430
93 28
231 205
- -
$2,404 $2,379
REPORT OF MANAGEMENT
The accompanying consolidated financial statements have been prepared by management in conformity
with generally accepted accounting principles, and necessarily include some amounts that are based on
management's best estimates and judgments.
Time Warner maintains a system of internal accounting controls designed to provide management with
reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with management's authorization and recorded properly. The concept
of reasonable assurance is based on the recognition that the cost of a system of internal control should not
exceed the benefits derived and that the evaluation of those factors requires estimates and judgments by
management. Further, because of inherent limitations in any system of internal accounting control, errors or
irregularities may occur and not be detected. Nevertheless, management believes that a high level of internal
control is maintained by Time Warner through the selection and training of qualified personnel, the
establishment and communication of accounting and business policies, and its internal audit program.
The Audit Committee of the Board of Directors, composed solely of directors who are not employees of
Time Warner, meets periodically with management and with Time Warner's internal auditors and indepen-
dent auditors to review matters relating to the quality of financial reporting and internal accounting control,
and the nature, extent and results of their audits. Time Warner's internal auditors and independent auditors
have free access to the Audit Committee.
Richard J. Bressler
Executive Vice President and
Chief Financial Officer
F-65
John A. LaBarca
Senior Vice President and
Controller
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Time Warner Inc.
We have audited the accompanying consolidated balance sheet of Time Warner Inc. ("Time Warner")
as of De.cember 31, 1998 and 1997, and the related consolidated statements of operations, cash flows and
shareholders' equity for each of the three years in the period ended December 31, 1998. Our audits also
included the financial statement schedule and supplementary information listed in the Index at Item 14(a).
These financial statements, schedule and supplementary information are the responsibility of Time Warner's
management. Our responsibility is to express an opinion on these financial statements, schedule and
supplementary information. based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Time Warner at December 31, 1998 and 1997, and the consolidated results
of its operations and its cash flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement
schedule and supplementary information, when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information set forth therein.
ERNST & YOUNG LLP
New York, New York
February 3, 1999
F-66
TIME WARNER INe.
SELECTED FINANCIAL INFORMATION
The selected financial information for each of the five years in the period ended December 31, 1998 set
forth below has been derived from and should be read in conjunction with the financial statements and other
financial information presented elsewhere herein. Capitalized terms are as defined and described in such
consolidated financial statements, or elsewhere herein.
The selected historical financial information for 1998 reflects (a) the TWE-A/N Transfers and (b) the
redemption of Series M Preferred Stock at an aggregate cost of approximately $2.1 billion using proceeds from
the issuance of lower-cost debt. The selected historical financial information for 1996 reflects (a) the TBS
Transaction, including the assumption of approximately $2.8 billion of indebtedness, (b) the use of
approximately $1.55 billion of net proceeds from the issuance of Series M Preferred Stock to reduce
outstanding indebtedness and (c) the acquisition of CVI, including the assumption or incurrence of
approximately $2 billion of indebtedness. The selected historical financial information for 1995 reflects (a) the
acquisitions of KBLCOM Incorporated and Summit Communications Group, Inc., including the assumption
or incurrence of approximately $1.3 billion of indebtedness and (b) the exchange by Toshiba Corporation and
ITOCHU Corporation of their direct and indirect interests in TWE.
Per common share amounts and average common shares have been restated to give effect to the two-for-
one common stock split that occurred on December 15, 1998.
Years Ended December 31,
1998 1997 1996 1995 1994
(millioas, except per share amounts)
Selected Operating Statement Information
Revenues ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,582 $13,294 $10,064 $8,067 $7,396
Depreciation and amortization. . . . . . . . . . . . . . . . . (1,178) (1,294 ) (988) (559) (437)
Business segment operating income(a) ......... . 1,496 1,271 966 697 713
Equity in ~retax income of Entertainment 356 686 290 256 176
Group(b .................................
Interest and other, net (c) ..................... (1,180) (1,044 ) (1,174) (877) (724)
Income (loss) before extraordinary item. . . . . . . . 168 301 (156) (124) (91 )
Net income (loss) (d) ....................... . 168 246 (191) (166) (91 )
Net loss applicable to common shares (after
~ d d"d d )(d)(e) (372) (73) (448) (218) (104)
pre erre IVI en s . . . . . . . . . . . . . . . . . . .
Per share of common stock:
Basic and diluted net loss(d)(e) . . . . . . . . . . . . . . . $ (0.31) $ (0.06) $ (0.52) $(0.28) $(0.14)
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.18 $ 0.18 $ 0.18 $ 0.18 $0.175
Average common shares. . . . . . . . . . . . . . . . . . . . . . 1,194.7 1,135.4 862.4 767.6 757.8
(a) Business segment operating income for the year ended December 31, 1995 includes $85 million in losses relating to certain businesses
and joint ventures owned by the Music division which were restructured or closed,
(b) Time Warner's equity in the pretax income of the Entertainment Group for the years ended December 31, 1998 and 1997 includes
approximately $120 million of net losses and $450 million of g-dins, respectively, relating to the sale or exchange of various cable
television systems and other investment-related activity,
(c) I nterest and other, net, for the year ended December 31, ] 997 includes a $200 million pretax gain relating to the disposal of Time
Warner's interest in Hasbro and the related redemption of certain mandatorily redeemable preferred securities of a subsidiary,
(d) Net income (loss) for each of the years ended December 31, 1997, ]996 and 1995 includes an extraordinary loss on the retirement of
debt of $55 million ($.05 per common share), $35 million ($.04 per common share) and $42 million ($,05 per common share),
respectively,
(e) Preferred dividend requirements for the year ended December 31, 1998 include a one-time effect of $234 million ($,19 loss per
common share) relating to the premium paid in connection with the redemption of Time Warner's Series M Preferred Stock.
F-67
December 31,
1998 '. 1997 1996 1995 1994
(millions)
Selected Balance Sheet Information
Cash and equivalents ...................... $ 442 $ 645 $ 514 $ 1,185 $ 282
Total assets ......,....................... 31,640 34,163 35,064 22,132 16,716
Debt due within one year. . . . . . . . . . . . . . . . . . . 19 8 11 34 355
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . 10,925 11,833 12,713 9,907 8,839
Borrowings against future stock
option proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 895 533 488
Company-obligated mandatorily redeemable
preferred securities of subsidiaries. . . . . . . . . . 575 575 949 949
Series M exchangeable preferred stock ....... 1,857 1,672
Shareholders' equity:
Preferred stock liquidation preference ..... . 2,260 3,539 3,559 2,994 140
Equity applicable to common stock ........ 6,592 5,817 5,943 673 1,008
Total shareholders' equity ................ 8,852 9,356 9,502 3,667 1,148
Total capitalization. . . . . . . . . . . . . . . . . . . . . . . . 21,266 24,162 25,335 14,557 10,342
F-68
TIME WARNER 1Ne.
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Quarter
Revenues
1998
1st. . . . . . . . . . . . . . . .
2nd(a)(b) . . . . . . . . . . . .
3rd............... ,
4th (a)(b) . . . . . . . . . . . .
Year(a)(b) . . . . . . . . . . .
$ 3,137
3,672
3,578
4,195
14,582
1997
1 st(C)(d) ............
2nd.............. .
3rd(C) . . . . . . . . . . . . . .
4th (c)(d) . . . . . . . . . . . .
Year(C)(d) . . . . . . . . . . .
$ 3,034
3,193
3,231
3,836
13,294
Operating
Income of
Business
Segments
$ 170
384
315
627
1,496
$ 194
345
263
469
1,271
Equity
in Pretax
Income
(Loss) of
Entertainment
Group
$107
166
164
(81)
356
$318
108
96
164
686
Net
Income Basic Diluted
(Loss) Income Income
Applicable (Loss) Per (Loss) Per
Net to Common Common
Income CommoD Sbare Share
(Loss) Shares (e) (eHO (g) (eHO (g)
(millions, except per sIIare amouDts)
$(62)
101
39
90
168
$ 35
30
(35)
216
246
$(144)
23
(37)
(214)
(372)
$ (43)
(49)
(116)
135
(73)
$(0.12)
0.02
(0.03)
(0.17)
(0.31 )
$(0.04)
(0.04)
(0.1 0)
0.12
(0.06)
$(0.12)
0.Q2
(0.03)
(0.17)
(0.31 )
$(0.04)
(0.04 )
(0.10)
0.11
(0.06 )
Dividends
Per
Common
Sbare(g)
$0.045
0.045
0.045
0.045
0.18
$0.045
0.045
0.045
0.045
0.18
Average
Common
Shares(g)
1,156.6
1,192.6
1,202.6
1,227.2
1,194.7
1,117.8
1,122.0
1,146.6
1,155.0
1,135.4
Common
Stock (g)
Higb Low
$373/.
447/'6
50
63'/8
63'/8
$29'/16
36'/'6
39
379/.6
29'/'6
$22'/2
253/8
283/'6
31
3]
$183/.6
203/,6
19'/.
26'12
183/,6
(a) As indicated below, Time Warner's income (loss) per common share in 1998 has been affected by certain significant nonrecurring items. These
items consisted of gains and losses relating to the sale or exchange of various cable television systems and other investment-related activity and the
effect of redeeming Time Warner's Series M Preferred Stock. The aggregate net effect of these items in 1998 was to increase (decrease) income
per common share by $.03 in the second quarter of 1998, and $(.28) in the fourth quarter of 1998, thereby aggregating $(.25) per common share for
the year,
(b) 'Time Warner's equity in the pretax income (loss) of the Entertainment Group for 1998 includes net g'dins of approximately $90 million for the year
relating to the sale or exchange of certain cable television systems, of which approximately $70 million was recorded in the second quarter of 1998.
In addition, Time Wamer's equity in the pretax income (loss) of the Entertainment Group for the fourth quarter of 1998 includes a charge of
approximately $210 million principally to reduce the carrying value of an interest in Primestar.
(c) Time Warner's income (loss) per common share in 1997 has been affected by certain significant nonrecurring items. These items consisted of net
pretax g'dins relating to the sale or exchange of various cable television systems. and other investment-related activity and extraordinary losses on the
retirement of debt: The aggregate net effect of these items in 1997 was to increase (decrease) income per common share by $,13 in the first quarter
of 1997, $ (.0 I) in the third quarter of 1997 and $.1 5 in the fourth quarter of 1997, thereby aggregating $.27 per common share for the year.
Included in these amounts are extraordinary losses on the retirement of debt of $17 million ($.02 per common share) in the first quarter of 1997,
$7 million ($,01 per common share) in the third quarter of 1997 and $31 niillion ($.02 per common share) in the fourth quarter of 1997, Also
included in these amounts for the fourth quarter of 1997 is a $200 million pretax gain ($.10 per common share) relating to the disposal of Time
Warner's interest in Hasbro and its related redemption of certain mandatorily redeemable preferred securities of a subsidiary,
(d) Time Warner's equity in the pretax income of the Entertainment Group for the first quarter of 1997 includes an approximate $250 million pretax
gain relating to the sale of TWE's interest in E! Entertainment. Time Warner's equity in the pretax income of the Entertainment Group for 1997
also includes net gains of approximately $200 million for the year relating to the sale or exchange of certain cable television systems, of which
approximately $160 million was recorded in the fourth quarter of 1997.
(e) After preferred dividend requirements. Preferred dividend requirements for the fourth quarter of 1998 include a one-time increase of $234 million
($.19 loss per common share) relating to the premium paid in connection with the redemption of Time Warner's Series M Preferred Stock.
(f) Per common share amounts for the quarters and full years have each been calculated separdtely. Accordingly, quarterly amounts may not add to the
annual amounts because of differences in the average common shares outstanding during each period and, with regard to diluted per common share
amounts only, because of the inclusion of the effect of potentially dilutive securities only in the periods in which such effect would have been
dilutive.
(g) Previously reported amounts have been restated for the two-for-one common stock split that occurred on December 15, 1998,
F-69
TIME WARNER 1Ne.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Time Warner Companies, Inc. ("TW Companies") and Turner Broadcasting System, Inc. ("TBS" and, together
with TW Companies, the "Guarantor Subsidiaries") are wholly owned subsidiaries of Time Warner Inc. ("Time
Warner"). Time Warner, TW Companies and TBS have fully and unconditionally guaranteed all of the outstanding
publicly traded indebtedness of each other. Set forth below are condensed consolidating financial statements of Time
Warner, including each of the Guarantor Subsidiaries, presented for the information of each company's public
debtholders. Separate financial statements and other disclosures relating to the Guarantor Subsidiaries have not been
presented because management has determined that this information would not be material to such debtholders. The
following condensed consolidating financial statements present the results of operations, financial position and cash flows
of (i) Time Warner, TW Companies and TBS (in each case, reflecting investments in its consolidated subsidiaries under
the equity method of accounting), (ii) the direct and indirect non-guarantor subsidiaries of Time Warner and (iii) the
eliminations necessary to arrive at the information for Time Warner on a consolidated basis. These condensed
consolidating financial statements should be read in conjunction with the accompanying consolidated financial statements
of Time Warner.
F-70
TIME WARNER INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - (Continued)
Consolidating Statement of Operations
For The Year Ended December 31, 1997
Non- Time
Time TW Guarantor Warner
Warner Companies TBS Subsidiaries Eliminations Consolidated
(millions)
Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ - L- $ 523 $12,771 $ $13,294
Cost of revenues ( I) . . . . . . . . . . . . . . . . . . . . . . . . 250 7,292 7,542
S ll' I d d .. . (I) 171 4,310 4,481
e mg, genera an a mlDlstratIve .........
Operating expenses ............... 0"....... 421 11,602 12,023
Business segment operating
income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102 1,169 1,271
Equity in pretax income of consolidated
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . 922 1,729 378 (3,029)
Equity in pretax income of Entertainment
Group ................................ 727 (41) 686
Interest and other, net. . . . . . . . . . . . . . . . . . . . . (9) (994) (203) 211 (49) (1 ,044 )
Corporate expenses ...................... . -.J!!.) ~) ~) (60) 126 (81)
Income before income taxes. . . . . . . . . . . . . . . . 832 681 265 2,047 (2,993) 832
Income taxes ............................ . _1~1!) ~) ~) (1,032) 1,597 (531)
Income before extraordinary
item................................. . 301 291 90 1,015 (1,396) 301
Extraordinary loss on retirement of debt, net of
tax. . ... . . . .. .... .. . .. . .. . .. ......... . ~) ~) ~) (51) 106 (55)
Net income. . . . .. . . .'. . . . . . . . . .. . .. . . . . . . . $ 246 $ 240 $ 86 $ 964 $ ( 1,290) $ 246
(1) Includes depreciation and amortization
expense of: . . . . . . . . . . . . . . . . . . . . . . . . . . . $ - $ $ 21 $ 1,273 $ $ 1,294
F-71
TIME WARNER INe.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - (Continued)
Consolidating Statement of Operations
For The Year Ended December 31, 1996
Non- Time
Time TW Guarantor Warner
Warner Companies TBS Subsidiaries Eliminations Consolidated
(millions)
Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $- $ - $128 $9,936 $ - $10,064
Cost of revenues(l) . . . . . . . . . . . . . . . . . . . . . . . . . 52 5,870 5,922
S ll' 1 d d .. . (I) 58 3,118 3,176
e mg, genera an a mlDlstratlve .... . . . . . .
Operating expenses ....................... . 110 8,988 9,098
Business segment operating
income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 948 966
Equity in pretax income of consolidated
su bsidiaries .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 156 776 63 (995)
Equity in pretax income of Entertainment
Group ................................ . 290 290
Interest and other, net. . . . . . . . . . . . . . . . . . . . . . (16) (729) (29) (400) (1,174)
Corporate expenses ....................... . -1l2) ~) .J.!.Q) ~) 75 (78)
Income (loss) before income taxes. . . . . . . . . . . 123 (15) 42 774 (920) 4
Income taxes ............................ . (64) .lllQ) (39) (494) 567 (160)
Income (loss) before extraordinary item ..... . 59 (145 ) 3 280 (353) (156)
Extraordinary loss on retirement of debt, net of
tax .................................... ~) (35)
Net income (loss) ... . . . . . . . . . . . . . . . . . . . . . . $ 59 $ (1 80) $ 3 $ 280 $(353) $ (191)
-
(1) Includes depreciation and amortization
expense of: . . . . . . . . . . . . . . . . . . . . . . . . . . . .' $- $ - $ 6 $ 982 $ - $ 988
- -
F-72
TIME WARNER INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - (Continued)
Consolidating Balance Sheet
December 31, 1998
ASSETS
Current assets
Cash and equivalents ...............................
Receivables, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in and amounts due to and from consolidated
subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in and amounts due to and from
Entertainment Group .. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment, net. . . . . . . . . . . . . . . . . . . .
Music catalogues, contracts and copyrights. . . .. .. . . . . . .
Cable television and sports franchises. . . . . . . . . . . . . . . . . .
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets .......................................
Time
Warner
TW
Companies
65
$15,580
116
$14,922
UABIUTIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable .................................. $ 20 $
Participations, royalties and programming
costs payable .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt due within one year. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt due to affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Borrowings against future stock option proceeds. . . . . . . ..
Deferred income taxes ..............................
Unearned portion of paid subscriptions. . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TW Companies-obligated mandatorily redeemable
preferred securities of a subsidiary holding solely
subordinated debentures of TW Companies. . . . . . . . . . ,
Shareholders' equity
Due to (from) Time Warner
and subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other shareholders' equity. . . .. . . . . . . . . . . . . . . . . . . . . . .
Total shareholders' equity ...........................
Total liabilities and shareholders' equity. . . . . . . . . . . . . . . .
308 229
328 229
1,584 7,346
895
3,491 3,324
430
59
$ 9,982
TBS
Non-
Guarantor
Subsidiaries Eliminations
(millions)
Time
Warner
Consolidated
$ 351 $ $ 442
2,750 (9) 2,885
815 946
~ (12) ~
5,082 (21 ) 5,449
1,744 1,900
4,980
794
1,991
876
2,868
11,919
863
$31,640
(2,313) (479) (2,317) 5,109
8,852 6,336 7,487 21,546 (35,369) 8,852
8,852 4,023 7,008 19,229 (30,260) 8,852
$15,580 $14,922 $ 9,982 $30,375 $(39,219) $31,640
F-73
4,169
1,194
1,892
876
2,868
11,919
631
$30,375
(38,432)
( 108)
(650)
(8)
$(39,219)
TIME WARNER INe.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - (Continued)
Consolidating Balance Sheet
December 31, 1997
ASSETS
Current assets
Cash and equivalents ...............................
Receivables, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in and amounts due to and from consolidated
subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in and amounts due to and from
Entenainment Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propeny, plant and equipment, net. . . . . . . . . . . . . . . . . . . .
Music catalogues, contracts and copyrights. . . . . . . . . . . . .
Cable television and spons franchises. . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets .......................................
Time
Warner
TW
Companies
$ $ 372
34 82
21 14
55 468
16,189 14,995
970
106 I
68
54
$ I 6,472
124
$16,558
UABIUTIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable .................................. $ 24 $
Participations, royalties and programming
costs payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ,
Debt due within one year. . . . . . . . . . . . . . . . . . . . . . . . . . , .
Other current liabilities. . . . . . . . . . . . . . . . . . , . , . . . . . . . . .
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . , . . . . .
Debt due to affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Borrowings against future stock option proceeds. . . . . . . . .
Deferred income taxes .... . . . . . . . . . . . . . . . . . . . . . . . . . .
Unearned portion of paid subscriptions. . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TW Companies-obligated mandatorily redeemable
preferred securities of a subsidiary holding solely
subordinated debentures of TW Companies. . . , , . , . . . .
Series M exchangeable preferred stock ..,........,.... 1,857
Shareholders' equity
Due to (from) Time Warner
and subsidiaries. . . . . . . . . . . . . . . . . . . . . . . , , . . . . . . . . .
Other shareholders' equity. . . . . . . . . . . . , . . . . . . . , , . . . . .
Total shareholders' equity ...........................
Total liabilities and shareholders' equity. . . . . . . . . , . . . . . .
442 284
466 284
8,462
533
3,960 3,797
300 20
TBS
$ 9
9
112
5
135
123
9,950
118
$1 0,398
Non-
Guarantor
Subsidiaries
(millions)
$ 264
2,350
718
~
4,395
1,643
24
48
4,620
1,957
1,973
928
3,982
12,572
483
$32,553
Time
Warner
Eliminations Consolidated
$ $ 645
(28) 2,447
830
( 14) 1,089
(42) 5,011
1,766
(41,134)
(41 )
(593)
5,549
1,495
2,089
928
3,982
12,572
771
$34,] 63
(8)
$( 41,818)
(2,195) (256 ) 2,45]
9,356 6,190 ~ 20,826 (34,357) 9,356
9,356 3,995 ~ 20,570 (31,906) 9,356
$16,472 $16,558 $10,398 $32,553 $(41,818) $34,163
F-74
TIME WARNER INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - (Continued)
Consolidating Statement of Cash Flows
For The Year Ended December 31, 1998
Time
Warner
212
2,147
(213 )
(653)
(2,240 )
(2,093)
(524)
740
~)
(2,009)
F-75
TW
Companies
(666)
2,869
2,383
(2,716)
75
498
(500)
43
~)
27
~)
372
$ 66
TBS
Non-
Guarantor
Subsidiaries Eliminations
(millions)
30
(426)
103
~)
9
$ 25
$ 730
9
1,169
OPERATIONS
Netincome...........,......................,....... $ 168 $ 150 $ 146
Adjustments for noncash and nonoperating items:
Depreciation and amortization ............. . . . . . . . . . . . . .
Noncash interest expense ... . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess (deficiency) of distributions over equity in pretax.
income of consolidated subsidiaries. . . . . . . . . . . . . . . . . . . . 1,767
Excess of distributions over equity in pretax income of
Entertainment Group ................................
Equity in losses of other investee companies after distributions
Changes in operating assets and liabilities . . . . . . . . . . . . . . . . . .
Cash provided by operations . . . . . . . . . . . . . . . . . . . . . . . , . . , .
INVESTING ACTIVITIES
1 nvestments and acquisitions. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advances to parents and consolidated subsidiaries. . . . . . . . . .
Repayments of advances from consolidated subsidiaries . . . . .
Capital expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment proceeds ..................................
Proceeds received from distribution of TWE Senior Capital
Cash provided (used) by investing activities. ............. --1.!1!) (2,716)~)
FINANCING ACTIVITIES
Borrowings ................................,......... 1,584
Debt repayments ..............,............,.........
Change in due to/from parent . . . . . . . . . . . . . . . . . . . . . . . . . . 220
Borrowings against future stock option proceeds ..,........ 1,015
Repayments of borrowings against future stock option
proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . ,
Repurchases of Time Warner common stock. . . . . . . . . . . . . .
Redemption of Series M Preferred Stock ... . . . . . . . . . . . . . . .
Dividends paid .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds received from stock option and dividend
reinvestment plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, principally financing costs. . . . . . . . . . . . . . . . . . . . . . , .
Cash provided (used) by financing activities. . . . . . , . . , . . . .
INCREASE (DECREASE) IN CASH AND
EQUIVALENTS. . . . . . . . . . . . . . . . . . . . . . , . . . . . . . , . . . ,
CASH AND EQUIVALENTS AT BEGINNING OF
PERIOD. . . . . . . . . . , , , . . . . . . . . . . . . . . . . . . . . . . . . , , . . .
CASH AND EQUIV ALENTS AT END OF PERIOD. , . .. $
374
275
90
~)
1,726
(12)
54
(263)
(500)
569
455
315
(75)
1,661
(1,817)
( 1,798)
(1,954)
16
264
$ 351
$( I ,026)
(1,475)
67
57
(2,137)
(4,514)
2,979
(75)
2,904
75
1,535
-1.&!.Q
87
$
Time
Warner
Consolidated
$ 168
1,178
30
342
147
~)
1,845
(159)
(512)
569
455
353
3,743
(2,317)
1,015
(653)
(2,240 )
(2,093)
(524)
740
~)
(2,401 )
~)
645
$ 442
TIME WARNER INe.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - (Continued)
Consolidating Statement of Cash Flows
For The Year Ended December 31, 1997
OPERATIONS
Net income. . . , . . . . . . . , . , , . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments for noncash and nonoperating items:
Extraordinary loss on retirement of debt . . , . . . . . . . . . . . . . . , .
Depreciation and amortization . . . . . . . . . . . .. . . . . . . . . . . . . .
Noncash interest expense. . . . . . . . . . . . . ; . . . . . . . . . . . . . . . .
Excess of distributions over equity in pretax income of
consolidated subsidiaries. . . . . . . . . , . . . . . . . . , . . . . . . . . . .
Deficiency of distributions over equity in pretax income of
Entertainment Group ....................,..........
Equity in losses (income) of other investee companies after
distributions ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities ................
Cash provided by operations. . . . . . . . . . . . . . . . . . . , . . . . . . . .
INVESTING ACTIVITIES
Investments and acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advances to parents and consolidated subsidiaries .........
Repayments of advances from consolidated subsidiaries. . . , ,
Capital expenditures ....,........... . . . . . . . . . . . . . . . . . .
Investment proceeds .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds received from distribution of TWE Senior Capital
Cash provided (used) by investing activities. . . . . . . . . . . . . .
FINANCING ACfIVITIES
Borrowings .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in due to/from parent. , , . . . . . . . . . . .. . . . . . . . . . . .
Borrowings against future stock option proceeds. . . . . . . . . . .
Repayments of borrowings against future stock option
proceeds .....................................,....
Repurchases of Time Warner common stock. . . . . . . . . . . . . .
Dividends paid. .. . . . . . . . . . . . . . . . . . . . . . , . . . . . . , . , . . . . .
Proceeds received from stock option and dividend
reinvestment plans. . . . . . , , , . . . . . . . . . . . . . . , . . . . . . . . . .
Other, principally financing costs. . . , . , . . . . . . , , . , , . . . . . . .
Cash used by financing activities. . . . . . , . . . . . . . , . . . . . . . . ,
INCREASE (DECREASE) IN CASH AND
EQUIV ALENTS . . . , , , , , . . , . . . . . . . . . , . . . . . . , . , , , . . .
CASH AND EQUIV ALENTS AT BEGINNING OF
PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH AND EQUIVALENTS AT END OF PERIOD. . . . .
Time TW
Warner Companies
$ 246
~)
764
( 19)
(778)
41
(756)
(185)
(344 )
(338)
$ 240
55
558
633
~
TBS
$ 86
51
95
89
Non-
Guarantor
Subsidiaries
(millions)
$ 964
4
21
3
51
1,273
737
(963)
119
(248)
13
246
(9)
~)
~
(94)
( I 34) ( II 3 )
385
(II) (563)
187
455
~) -.i!.!.) 257
113
230
2,443
(1,887)
(1,281 )
3,104
(3,544)
(1,177)
~) ~)
--12Q) ~) (226) (1,671)
62
$ -
F-76
454
(62)
235
]37
$ 372
$ 9
9
(51)
315
$ 264
Time
Warner
Eliminations Consolidated
$(1,290)
(106 )
(766)
45
3
(2,073)
1,025
(426)
599
(871)
2,345
1,474
$
$ 246
55
1,294
98
41
(207)
36
~)
1,408
(113 )
(574)
187
455
~)
5,413
(6,394 )
230
(185)
(344)
(338)
454
~)
(1,232)
131
514
$ 645
TIME WARNER INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - (Continued)
Consolidating Statement of Cash Flows
For The Year Ended December 31, 1996
OPERATIONS
Net income (loss) . . . . . . . .. . . . . . .. . . . . . . . . . . . . . . . . . . $
Adjustments for noncash and nonoperating items:
Extraordinary loss on retirement of debt . . . . . . . . . . . . . . . . .
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . .
Noncash interest expense... . ... . . . . . .. . . .. . . .. . . . . ..
Excess (deficiency) of distributions over equity in pretax
income of consolidated subsidiaries. . . . . . . . . . . . . . . . . .
Deficiency of distributions over equity in pretax income of
Entertainment Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in income of other investee companies after
distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities. . . . . . . . . . . . . .
Cash provided by operations .........................
INVESTING ACTIVITIES
I nvestments and acquisitions . . . . .. . . . . . . . . . . . . . . . . . . .
Advances to parents and consolidated subsidiaries . . . . . . .
Repayments of advances from consolidated subsidiaries ..
Capital expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash used by investing activities. . . . . . . . . . . . . . . . . . . . . .
FINANCING ACfIVITIES
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt repayments . . .. . . . . . . . . . . . . . , , . . . . . . . . . . . . . . . . .
Change in due tolfrom parent. . . . . . . , . . . . . . . . . . . . . . . .
Borrowings against future stock option proceeds. . . . . . . . .
Repurchases of Time Warner common stock ...........
Issuance of Series M Preferred Stock .................
Dividends paid. . . .. .. . . . . . . . . . . . . . . .. . . . . . . . . . . . .. .
Proceeds received from stock option and dividend
reinvestment plans. . . . . . . . . , . . . . . . : , . . . . . . . . . . . . . .
Other, principally financing costs ..............,......
Cash provided (used) by financing activities. . . . . . . . . . . .
INCREASE (DECREASE) IN CASH AND
EQUIVALENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH AND EQUIVALENTS AT BEGINNING OF
PERIOD .............,.........................
CASH AND EQUIVALENTS AT END OF PERIOD..
Time
Warner
TW
Companies
59
TBS
Non-
Guarantor
Subsidiaries Eliminations
(millions)
$ (180) $ 3
35
213
(330)
35
307
58
(1,300) (155)
1 , ()()()
91
530
146
~)
78
(242) ~) ~)
----1l)
$ 62
F-77
63
(4)
864
( 1,634)
(1,349)
425
(452)
1,550
(203)
(84)
22
83
~)
-SI!2.)
62
(785)
922
$ 137
985
(1,058)
~)
$
$ 280
6
5
982
91
(62)
(53)
~)
462
(293)
(5)
( 476)
318
~)
2,591
(2,579)
29
41
263
$ 315
$ (353)
~)
(740)
(26)
1,455
(1,000)
429
( 1,009)
1,320
311
52
$
Time
Warner
Consolidated
$ (191)
35
988
96
26
(62)
(53)
(560)
253
(261 )
(481)
318
(424)
3,431
(5,271 )
488
(456)
1,550
(287)
105
~)
(500)
(671)
~
$ 514
TIME WARNER INC.
SCHEDULE 11- VALUATION AND QUAUFYING ACCOUNTS
Years Ended December 31, 1998, 1997 and 1996
(a) Includes $40 million charged to other accounts in connection with the allocation of Time Warner's cost to acquire the remaining 80%
interest in TBS that it did not already own.
(b) Includes $21 million charged to other accounts in connection with the allocation of Time Warner's cost to acquire the remaining 80%
interest in TBS that it did not already own.
(c) Represents uncollectible receivables charged against reserve,
(d) Represents returns or allowances applied against reserve,
(e) The distribution of mag-<lZines and books not owned by Time Warner results in a receivable recorded at the sales price and a
corresponding liability to the publisher recorded at the sales price less the distribution commiSsion recognized by Time Warner as
revenue. Therefore, it would be misleading to compare magazine and book revenues to the provision charged to the reserve for
magazine and book returns that is deducted from accounts receivable without also considering the related offsetting activity in the
reserve for magazine and book returns that is deducted from the liability due to the publishers.
F-78
TIME WARNER ENTERTAINMENT COMPANY, LP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Description of Business
Time Warner Entertainment Company, L.P. ("TWE" or the "Company") classifies its business interests
into three fundamental areas: Cable Networks, consisting principally of interests in cable television program-
ming; Entertainment, consisting principally of interests in filmed entertainment, television production and
television broadcasting; and Cable, consisting principally of interests in cable television systems. TWE also
manages the cable properties owned by Time Warner and the combined cable television operations are
conducted under the name of Time Warner Cable.
Use of EBITA
TWE evaluates operating performance based on several factors, of which the primary financial measure is
operating income before noncash arnortization of intangible assets ("EBITA"). Consistent with manage-
ment's financial focus on controlling capital spending, EBIT A measures operating performance after charges
for depreciation. In addition, EBIT A eliminates the uneven effect across all business segments of considerable
amounts of noncash amortization of intangible assets recognized in business combinations accounted for by
the purchase method, including Time Warner's $14 billion acquisition of Warner Communications Inc. in
1989 and $1.3 billion acquisition of the minority interest in American Television and Communications
Corporation in 1992. The exclusion of noncash amortization charges also is consistent with management's
belief that TWE's intangible assets, such as cable television franchises, film and television libraries and the
goodwill associated with its brands, generally are increasing in value and importance to TWE's business
objective of creating, extending and distributing recognizable brands and copyrights throughout the world. As
such, the following comparative discussion of the results of operations of TWE includes, among other factors,
an analysis of changes in business segment EBIT A. However, EBIT A should be considered in addition to, not
as a substitute for, operating income, net income and other measures of financial performance reported in
accordance with generally accepted accounting principles.
Transactions Affecting Comparability of Results of Operations
As more fully described herein, the comparability ofTWE's operating results has been affected by certain
significant transactions and nonrecurring items in each period.
For 1998, these significant transactions related to TWE's cable business and included (i) the transfer of
cable television systems (or interests therein) serving approximately 650,000 subscribers that were formerly
owned by subsidiaries of Time Warner to the TWE-Advance/Newhouse Partnership ("TWE-A/N"), subject
to approximately $1 billion of debt, in exchange for common and preferred partnership interests in
TWE-A/N, as well as certain related transactions (collectively, the "TWE-A/N Transfers"), (ii) the transfer
of TWE's and TWE-A/N's direct broadcast satellite operations and related assets to Primestar, Inc.
("Primestar"), a separate holding company (the "Primestar Roll-up Transaction"), (iii) the reorganization of
Time Warner Cable's Time Warner Telecom operations into a separate entity named Time Warner
Telecom LLC (the "Time Warner Telecom Reorganization") and (iv) the formation of a joint venture to
operate and expand Time Warner Cable's and MediaOne Group Inc.'s ("MediaOne") existing high-speed
online businesses (the "Road Runner Joint Venture" and collectively, the" 1998 Cable Transactions").
In addition, there were a number of other significant, nonrecurring items recognized in 1998 and 1997,
consisting of (i) net pretax gains in the amount of approximately $90 million in 1998 and $200 million in 1997
relating to the sale or exchange of various cable television systems, (ii) a pretax gain of approximately $250
million in 1997 relating to the sale of its interest in E! Entertainment Television, Inc. ("E! Entertainment"),
(iii) a charge of approximately $210 million in 1998 principally to reduce the carrying value of its interest in
Primestar and (iv) an extraordinary loss of $23 million in 1997 on the retirement of debt.
F-79
TIME WARNER ENTERTAINMENT COMPANY, LP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
In order to meaningfully assess underlying operating trends, management believes that the results of
operations for 1998 and 1997 should be analyzed after excluding the effects of these significant nonrecurring
items. As such, the following discussion and analysis focuses on amounts and trends adjusted to exclude the
impact of these unusual items. However, unusual items may occur in any period. Accordingly, investors and
other financial statement users individually should consider the types of events and transactions for which
adjustments have been made.
RESULTS OF OPERATIONS
1998 vs. 1997
EBIT A and operating income in 1998 and 1997 are as follows:
Filmed Entertainment-Warner Bros. . . . .. . . . .. .. . . . .
Broadcasting-The WB Network........ ............
Cable Networks-HBO . ............... ...... ......
Cable (I) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total................................ ...........
$ 498
(93)
454
1,369
$2,228
Years Ended December 31,
EBITA Operating Income
1998 1997 1998 1997
(millions)
$ 387 $
(88)
391
1,184
$1,874
369
(96)
454
992
$1,719
$ 264
(88)
391
877
$1,444
(I) Includes net gains of approximately $90 million and $200 million recognized in 1998 and 1997, respectively, related to the sale or
exchange of certain cable television systems.
TWE had revenues of $12.246 billion and net income of $326 million for the year ended December 31,
1998, compared to revenues of $11.318 billion, income of $637 million before an extraordinary loss on the
retirement of debt and net income of $614 million for the year ended December 31, 1997.
As previously described, the comparability of TWE's operating results for 1998 and 1997 has been
affected by certain significant nonrecurring items recognized in each period, consisting of gains and losses
relating to the sale or exchange of cable television systems and other investment-related activity. These
nonrecurring items amounted to approximately $120 million of net pretax losses in 1998, compared to
approximately $450 million of net pretax gains in 1997. In addition, net income in 1997 included an
extraordinary loss on the retirement of debt of $23 million.
TWE's net income decreased to $326 million in 1998, compared to $614 million in 1997. However,
excluding the significant effect of the nonrecurring items referred to above, net income increased by $229
million to $460 million in 1998, compared to $231 million in 1997. As discussed more fully below, this
improvement principally resulted from an overall increase in TWE's business segment operating income
(including the positive effect of the TWE-A/N Transfers), offset in part by an increase in interest expense
associated with the TWE-A/N Transfers and higher losses from certain investments accounted for under the
equity method of accounting.
As a U.S. partnership, TWE is not subject to U.s. federal and state income taxation. Income and
withholding taxes of $92 million in the year ended December 31, 1998, and $85 million in the year ended
December 31, 1997, have been provided for the operations of TWE's domestic and foreign subsidiary
corporations.
Filmed Entertainment- Warner Bros. Revenues increased to $6.051 billion, compared to $5.462 billion
In 1997. EBIT A increased to $498 million from $387 million. Operating income increased to $369 million
F-80
TIME WARNER ENTERTAINMENT COMPANY, LP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
from $264 million. Revenues benefited from a significant increase in licensing fees from television production
and distribution operations, principally relating to the initial off-network domestic syndication availability of
Friends and the initial off-network basic cable availability of ER, as well as an, increase in revenues from
consumer products licensing operations. EBIT A and operating income benefited principally from the revenue
gains and cost savings, offset in part by lower international syndication sales of library product and lower
results from theatrical releases. In addition, EBIT A and operating income for each period included certain
one-time gains on the sale of assets that were comparable in amount and therefore, did not have any significant
effect on operating trends.
Broadcasting- The WB Network. Revenues increased to $260 million, compared to $136 million in 1997.
EBIT A decreased to a loss of $93 million from a loss of $88 million. Operating losses increased to $96 million
from $88 million. Revenues increased as a result of higher advertising sales relating to improved television
ratings and the addition of a fourth night of prime-time programming in January 1998 and a fifth night in
September 1998. Despite the revenue increase, operating losses increased because of a lower allocation of
losses to a minority partner in the network. However, excluding this minority interest effect, operating losses
improved principally as a result of the revenue gains, which outweighed higher programming costs associated
with the expanded programming schedule.
Cable Networks-H/JO. Revenues increased to $2.052 billion, compared to $1.923 billion in 1997.
EBITA and operating income increased to $454 million from $391 million. Revenues benefited primarily from
an increase in subscriptions to 34.6 million from 33.6 million at the end of 1997. EBIT A and operating income
improved principally as a result of the revenue gains and, to a lesser extent, cost savings and higher income
from Comedy Central, a 50%-owned equity investee.
Cable. Revenues increased to $4.378 billion, compared to $4.243 billion in 1997. EBIT A increased to
$1.369 billion from $1.184 billion. Operating income increased to $992 million from $877 million. The Cable
division's 1998 operating results were positively affected by the aggregate net impact of the 1998 Cable
Transactions. Excluding the effect of the 1998 Cable Transactions, revenues increased principally as a result of
an increase in basic cable subscribers, increases in regulated cable rates and an increase in. advertising
revenues: Similarly excluding the effect of the 1998 Cable Transactions, EBIT A and operating income
increased principally as a result of the revenue gains, offset in part by higher depreciation related to capital
spending and approximately $110 million of lower, net pretax gains relating to the sale or exchange of certain
cable television systems.
As of December 31, 1998, including the cable operations of TWE-A/N and Time Warner, there were
12.6 million subscribers under the management of TWE's Cable division, as compared to 12.0 million
subscribers at the end of 1997. The number of subscribers at the end of 1997 excludes all direct broadcast
satellite subscribers that were transferred to Primestar in 1998 in connection with the Primestar Roll-up
Transaction.
Interest and Other. Net. Interest and other, net, increased to $965 million, compared to $345 million in
1997. Interest expense increased to $566 million, compared to $490 million in 1997 principally due to higher
average debt levels associated with the TWE-A/N Transfers. There was other expense, net, of $399 million in
1998, compared to other income, net, of $145 million in 1997, primarily due to lower investment-related
income, as well as higher losses associated with TWE's asset securitization program. The significant decrease
in investment-related income principally resulted from the absence of an approximate $250 million pretax gain
recognized in 1997 in connection with the sale of an interest in E! Entertainment, the inclusion of an
approximate $210 million charge recorded in 1998 principally to reduce the carrying value of an interest in
Primestar and higher losses in 1998 from certain investments accounted for under the equity method of
accounting.
F-81
TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
1997 VS. 1996
EBIT A and operating income in 1997 and 1996 are as follows:
Filmed Entertainment-Warner Bros. . . ... . . . .. . . .. . .
Broadcasting-The WB Network... .. . ............ "
Cable Networks-HBO. . . .. ........ . ..... .........
Cable (I) . . . . . . . . .. . . . . . . . . . . . . . . . . . . " . . . . . . . . . .
Total ..........................................
$ 387
(88)
391
1,184
$1,874
Years Ended December 31,
EDIT A Operating Income
1997 1996 1997 1996
(millions)
$ 367 $
(98)
328
917
$1,514
264
(88)
391
877
$1,444
$ 242
(98)
328
606
$1,078
( I) I ncludes net gains of approximately $200 million recognized in 1997 related to the sale or exchange of certain cable television
systems.
TWE had revenues of $11.318 billion, income of $637 million before an extraordinary loss on the
retirement of debt and net income of $614 million for the year ended December 31, 1997, compared to
revenues of $10.852 billion and net income of $210 million for the year ended December 31, 1996.
As previously described, the comparability of TWE's operating results for 1997 and 1996 has been
affected by certain significant nonrecurring items recognized in 1997, consisting of net pretax gains relating to
the sale or exchange of cable television systems and other investment-related activity. These nonrecurring
items amounted to approximately $450 million of net pretax gains in 1997. In addition, net income in 1997
included an extraordinary loss on the retirement of debt of $23 million.
TWE's net income increased to $614 million in 1997, compared to $210 million in 1996. Excluding the
significant effect of the nonrecurring items referred to above, net income increased by $21 million to $231
million in 1997, compared to $210 million in 1996. As discussed more fully below, this improvement
principally resulted from an overall increase in EBIT A and operating income generated by TWE's business
segments, offset in part by an increase in minority interest expense related to TWE-A/N.
As a U.S. partnership, TWE is not subject to U.S. federal and state income taxation. Income and
withholding taxes of $85 million in the year ended December 31, 1997, and $70 million in the year ended
December 31, 1996, have been provided for the operations of TWE's domestic and foreign subsidiary
corporations.
Filmed Entertainment- Warner Bros. Revenues decreased to $5.462 billion, compared to $5.639 billion
in 1996. EBIT A increased to $387 million from $367 million. Operating income increased to $264 million
from $242 million. Revenues decreased principally as a result of lower worldwide theatrical and home video
revenues, offset in part by increases in worldwide television distribution revenues. EBIT A and operating
income increased principally as a result of high-margin sales of library product that contributed to the strong
performance of worldwide television distribution operations, cost savings and certain one-time gains, offset in
part by higher depreciation principally relating to the expansion of theme parks and consumer products
operations.
Broadcasting-The WB Network. Revenues increased to $136 million, compared to $87 million in 1996.
EBIT A and operating losses improved to a loss of $88 million from a loss of $98 million. The increase in
revenues primarily resulted from the expansion of programming in September 1996 to three nights of prime-
time scheduling and the expansion of Kids' WB!, the network's animated programming lineup on Saturday
F-82
TIME WARNER ENTERTAINMENT COMPANY, LP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
mornings and weekdays. The 1997 operating loss improved principally as a result of the revenue gains and the
effect of an increase in a limited partner's interest in the network that occurred in early 1997.
Cable Networks-HBO. Revenues increased to $1.923 billion, compared to $1.763 billion in 1996.
EBIT A and operating income increased to $391 million from $328 million. Revenues benefited primarily from
an increase in subscriptions to 33.6 million from 32.4 million at the end of 1996. EBIT A and operating income
improved principally as a result of the revenue gains and, to a lesser extent, cost savings.
Cable. Revenues increased to $4.243 billion, compared to $3.851 billion in 1996. EBIT A increased to
$1.184 billion from $917 million. Operating income increased to $877 million from $606 million. Revenues
benefited from an increase in basic cable and Primestar-related, direct broadcast satellite subscribers,
increases in regulated cable rates and an increase in advertising and pay-per-view revenues. EBIT A and
operating income increased principally as a result of the revenue gains, as well as net gains of approximately
$200 million recognized in 1997 in connection with the sale or exchange of certain cable systems. The
increases in EBIT A and operating income were partially offset by higher depreciation relating to capital
spending.
As of December 31, 1997, including Primestar-related, direct broadcast satellite subscribers and the cable
operations of TWE-A/N and Time Warner, there were 12.6 million subscribers under the management of
TWE's Cable division, as compared to 12.3 million subscribers at the end of 1996.
Interest and Other. Net. Interest and other, net, decreased to $345 million, compared to $522 million in
1996. Interest expense increased to $490 million, compared to $475 million in 1996. There was other income,
net, of $145 million in 1997, compared to other expense, net, of $47 million in 1996, principally due to higher
gains on asset sales, including an approximate $250 million pretax gain on the sale of an interest in
E! Entertainment recognized in 1997. This income was offset in part by higher losses from reductions in the
carrying value of certain investments and the dividend requirements on preferred stock of a subsidiary issued
in February 1997.
FINANCIAL CONDITION AND UQUIDITY
December 31, 1998
1998 Financial Condition
At December 31, 1998, TWE had $6.6 billion of debt, $87 million of cash and equivalents (net debt of
$6.5 billion), $217 million of preferred stock of a subsidiary, $603 million of Time Warner General Partners'
Senior Capital and $5.1 billion of partners' capital, compared to $6.0 billion of debt, $322 million of cash and
equivalents (net debt of $5.7 billion), $233 million of preferred stock of a subsidiary, $1.1 billion of Time
Warner General Partners' Senior Capital and $6.3 billion of partners' capital at December 31, 1997. Net debt
increased in 1998 principally as a result of the TWE-A/N Transfers and increased borrowings to fund cash
distributions paid to Time Warner, partially offset by approximately $650 million of debt reduction associated
with the formation of a cable television joint venture in Texas (the "Texas Cable Joint Venture") with
TCI Communications, Inc. ("TCI"), a subsidiary of Tele-Communications, Inc.
Credit Statistics
TWE's financial ratios, consisting of commonly used financial measures such as leverage and coverage
ratios, are used by credit rating agencies and other credit analysts to measure the ability of a company to repay
debt (leverage) and to pay interest (coverage). The leverage ratio represents the ratio of total debt, less cash
to total business segment operating income before depreciation and amortization, less corporate expenses
F-83
TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
("Adjusted EBITDA"). The coverage ratio represents the ratio of Adjusted EBITDA to total interest
expense. Those ratios are set forth below:
Leverage ratio. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .
Interest coverage ratio(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1998
2.1x
5.3x
1997
2.1x
5.4x
1996
2.4x
4.7x
(a) Includes dividends related to the preferred stock of a subsidiary,
Cash Flows
In 1998, TWE's cash provided by operations amounted to $2.288 billion and reflected $2.228 billion of
EBITA from the Filmed Entertainment-Warner Bros., Broadcasting-The WB Network, Cable Networks-
HBO and Cable businesses, $927 million of noncash depreciation expense and $166 million from the
securitization of backlog, less $537 million of interest payments, $91 million of income taxes, $72 million of
corporate expenses and $333 million related to an increase in working capital requirements, other balance
sheet accounts and noncash items. Cash provided by operations of $1.834 billion in 1997 reflected $1.874
billion of business segment EBIT A, $940 million of noncash depreciation expense and $300 million from the
securitization of backlog, less $493 million of interest payments, $95 million of income taxes, $72 million of
corporate expenses and $620 million related to an increase in working capital requirements, other balance
sheet accounts and noncash items.
Cash used by investing activities was $745 million in 1998, compared to $1.252 billion in 1997, principally
as a result of a $761 million increase in investment proceeds, offset in part by a reduction of cash flows from
investments and acquisitions related to the deconsolidation of approximately $200 million of cash of Paragon
Communications in connection with the TWE-A/N Transfers. Investment proceeds increased principally due
to TWE's debt reduction efforts, including proceeds from the sale of TWE's remaining interest in Six Flags
Entertainment Corporation and the receipt of approximately $650 million of proceeds upon the formation of
the Texas Cable Joint Venture with TCI. Capital expenditures were $1.603 billion in 1998, and $1.565 billion
in 1997.
Cash used by financing activities was $1.778 million in 1998, compared to $476 million in 1997. The use
of cash in 1998 principally reflected $1.153 billion of distributions paid to Time Warner and the use of
investment proceeds to reduce debt in connection with TWE's debt reduction efforts. The use of cash in 1997
principally reflected $934 million of distributions paid to Time Warner, offset in part by $243 million of
aggregate net proceeds from the issuance of preferred stock of a subsidiary and an increase in borrowings used
to fund cash distributions to Time Warner.
Management believes that TWE's operating cash flow, cash and equivalents and additional borrowing
capacity are sufficient to fund its capital and liquidity needs for the foreseeable future.
Cable Capital Spending
Time Warner Cable has been engaged ina plan to upgrade the technological capability and reliability of
its cable television systems and develop new services, which it believes will keep the business positioned for
sustained, long-term growth. Capital spending by TWE's Cable division amounted to $1.451 billion in 1998,
compared to $1.401 billion in 1997. Capital spending by TWE's Cable division for 1999 is budgeted to be
approximately $1.2 billion and is expected to continue to be funded by cable operating cash flow. In exchange
for certain flexibility in establishing cable rate pricing structures for regulated services and consistent with
Time Warner Cable's long-term strategic plan, Time Warner Cable agreed with the Federal Communications
Commission (the "FCC") in 1996 to invest a total of $4 billion in capital costs in connection with the upgrade
F-84
TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
of its cable infrastructure. The agreement with the FCC covers all of the cable operations of Time Warner
Cable, including the owned or managed cable television systems of TWE, TWE-A/N and Time Warner. As
of December 31, 1998, Time Warner Cable had approximately $1 billion remaining under this commitment,
of which approximately $700 million is expected to be incurred for the upgrade of TWE's and TWE-A/N's
owned and managed cable television systems. Management expects to satisfy this commitment by Decem-
ber 31, 2000 when Time Warner Cable's technological upgrade of its cable television systems is scheduled to
be substantially completed.
Cable Strategy
In addition to using cable operating cash flow to finance the level of capital spending necessary to upgrade
the technological capability of cable television systems and develop new services, Time Warner, TWE and
TWE-A/N have completed or announced a series of transactions over the past year related to the cable
television business and related ancillary businesses. These transactions consist of the TWE-A/N Transfers,
the Primestar Roll-up Transaction, the Time Warner Telecom Reorganization, the formation of the Road
Runner Joint Venture, the formation of the Texas Cable Joint Venture and other TCI-related cable
transactions and the anticipated formation with AT&T Corp. ("AT&T') of a cable telephony joint venture
(the "AT&T Cable Telephony Joint Venture").
Except for the TWE-A/N Transfers, these transactions have reduced, or will reduce, either existing debt
and I or TWE's share of future funding requirements for these businesses. In addition, the formation of the
Road Runner Joint Venture and, ultimately, the AT&T Cable Telephony Joint Venture, when completed, will
enable Time Warner Cable to leverage its technologically advanced, high-capacity cable architecture into new
opportunities to create incremental value through the development and exploitation of new services with
strategic partners, such as AT&T, Microsoft Corp. and Compaq Computer Corp.
The proposed AT&T Cable Telephony Joint Venture is discussed more fully below and the other
transactions are described in Note 2 to the accompanying consolidated financial statements.
AT&T Cable Telephony Joint Venture
In February 1999, Time Warner, TWE and AT&T announced their intention to form a strategic joint
venture. This joint venture will offer AT&T-branded cable telephony service to residential and small business
customers over Time Warner Cable's television systems for up to a twenty-year period. This transaction
effectively will allow Time Warner Cable to leverage its existing cable infrastructure into a new growth
opportunity in a non-core business, without the need for any incremental capital investment.
Under the preliminary terms announced by the partic:s, the joint venture will be owned 22.5% by Time
Warner Cable and 77.5% by AT&T. AT&T will be responsible for funding all of the joint venture's negative
cash flow and Time Warner Cable's equity interest in the joint venture will not be diluted as a result of
AT&T's funding obligations. Because AT&T is expected to have significant funding obligations through at
least the first three years of the joint venture's operations when capital will be deployed and services first
rolled-out, Time Warner Cable expects to benefit from the additional value created from its "carried" interest.
In addition to its equity interest, Time Warner Cable is expected to receive the following payments from
the joint venture:
(i) Approximately $300 million of initial access fees, based on a rate of $15 per home passed that is
payable in two annual installments once a particular service area has been upgraded and powered
for cable telephony service. Time Warner Cable is expected to receive additional access fees in the
future as its cable television systems continue to pass new homes.
F-85
TIME WARNER ENTERTAINMENT COMPANY, I-P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
(ii) Recurring monthly subscriber fees in the initial amount of $1.50 per telephony subscriber, to. be
adjusted periodically to up to $6.00 per telephony subscriber in the sixth year of providing cable
telephony service to any particular area. In addition, the joint venture is expected to guarantee
certain minimum penetration levels to Time Warner Cable, ranging from 5% in the second year of
providing cable telephony service to. any particular area to up to 25% in the sixth year and thereafter.
(iii) Additional monthly subscriber fees equal to 15% of the excess, if any, of mo.nthly average cable
telephony revenues in a particular service area over $100, after the fifth year of providing cable
telephony service to any particular area.
Further, management believes that the opportunity for consumers to select one provider of AT&T-
branded, "all-distance" wireline and wireless communication services will contribute to increased cable
television penetration in Time Warner Cable's service areas and the continuing growth in Time Warner
Cable's revenues from the delivery of cable television services.
This transaction is expected to close in the second half of 1999, subject to the execution of definitive
agreements by the parties and customary closing conditions, including the approval of Advance/Newhouse
and MediaOne and all necessary governmental and regulatory approvals. There can be no assurance that such
agreements will be completed or that such approvals will be obtained.
Off-Balance Sheet Assets
As discussed below, TWE believes that the value of certain off-balance sheet assets should be considered,
along with other factors discussed elsewhere herein, in evaluating TWE's financial condition and prospects for
future results of operations, including its ability to meet its capital and liquidity needs.
Intangible Assets
As a creator and distributor of branded information and entertainment copyrights, TWE has a significant
amount of internally generated intangible assets whose value is not fully reflected in the consolidated balance
sheet. Such intangible assets extend across TWE's principal business interests, but are best exemplified by its
interest in Warner Bros.' and HBO's copyrighted film and television product libraries, and the creation or
extension of brands. Generally accepted accounting principles do not recognize the value of such assets, except
at the time they may be acquired in a business combination accounted for by the purchase method of
accounting.
Because TWE normally owns the copyrights to such creative material, it continually generates revenue
through the sale of such products across different media and in new and existing markets. The value of film
and television-related copyrighted product and trademarks is continually realized by the licensing of films and
television series to secondary markets and the licensing of trademarks, such as the Looney Tunes characters
and Batman, to the retail industry and other markets. In addition, technological advances, such as the
introduction of the home videocassette in the 1980's and, potentially, the current exploitation of the digital
video disc, have historically generated significant revenue opportunities through the repackaging and sale of
such copyrighted products in the new technological format. Accordingly, such intangible assets have
significant off-balance sheet asset value that is not fully reflected in TWE's consolidated balance sheet.
Warner Bros. Backlog
Warner Bros.' backlog, representing the amount of future revenue not yet recorded from cash contracts
for the licensing of theatrical and television product for pay cable, basic cable, network and syndicated
television exhibition, amounted to $2.298 billion at December 31, 1998 (including amounts relating to TWE's
cable television networks of $199 million and $570 million to Time Warner's cable television networks).
F-86
I
TIME WARNER ENTERTAINMENT COMPANY, LP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANOAL CONDITION - (Continued)
Because backlog generally relates to contracts for the licensing of theatrical and television product which
have already been produced, the recognition of revenue for such completed product is principally only
dependent upon the commencement of the availability period for telecast under the terms of the related
licensing agreement. Cash licensing fees are received periodically over the term of the related licensing
agreements or on an accelerated basis using a $500 million securitization facility. The portion of backlog for
which cash has not already been received has significant off-balance sheet asset value as a source of future
funding. The backlog excludes advertising barter contracts, which are also expected to result in the future
realization of revenues and cash through the sale of advertising spots received under such contracts.
Foreign Currency Risk Management
Time Warner uses foreign exchange contracts primarily to hedge the risk that unremitted or future
license fees owed to TWE domestic companies for the sale or anticipated sale of U.S. copyrighted products
abroad may be adversely affected by changes in foreign currency exchange rates. As part of its overall strategy
to manage the level of exposure to the risk of foreign currency exchange rate fluctuations, Time Warner
hedges a portion of its foreign currency exposures anticipated over the ensuing twelve month period, including
those related to TWE. At December 31, 1998, Time Warner had effectively hedged approximately half of
TWE's estimated foreign currency exposures that principally relate to anticipated cash flows to be remitted to
the U.S. over the ensuing twelve month period. To hedge this exposure, Time Warner used foreign exchange
contracts that generally have maturities of three months or less, which generally will be rolled over to provide
continuing coverage throughout the year. TWE is reimbursed by or reimburses Time Warner for Time Warner
contract gains and losses related to TWE's foreign currency exposure. Time Warner often closes foreign
exchange contracts by purchasing an offsetting purchase contract. At December 31, 1998, Time Warner had
contracts for the sale of $755 million and the purchase of $259 million of foreign currencies at fixed rates. Of
Time Warner's $496 million net sale contract position, $298 million of the foreign exchange sale contracts and
$101 million of the foreign exchange purchase contracts related to TWE's foreign currency exposure,
compared to contracts for the sale of $105 million of foreign currencies at December 31, 1997.
Based on Time Warner's outstanding foreign exchange contracts related to TWE's exposure at
December 31, 1998, each 5% devaluation of the U.S. dollar as compared to the level of foreign exchange rates
for currencies under contract at December 31, 1998 would result in approximately $10 million of unrealized
losses on foreign exchange contracts. Conversely, a 5% appreciation of the U.S. dollar as compared to the level
of foreign exchange rates for currencies under contract at December 31, 1998 would result in $10 million of
unrealized gains on contracts. Consistent with the nature of the economic hedge provided by such foreign
exchange contracts, such unrealized gains or losses would be offset by corresponding decreases or increases,
respectively, in the dollar value of future foreign currency license fee payments that would be received in cash
within the ensuing twelve month period from the sale of U.S. copyrighted products abroad.
Global Financial Markets
During 1998, certain financial markets, mainly Brazil, Russia and a number of Asian countries,
experienced significant instability. Because less than 5% of the revenues of TWE are derived from the sale of
products and services in these countries, management does not believe that the state of these financial markets
poses a material risk to the operations of TWE.
Euro Conversion
Effective January I, 1999, the "euro" was established as a single currency valid in more than two-thirds
of the member countries of the European Union. These member countries have a three-year transitional
period to physically convert their sovereign currencies to the euro. By July 1,2002, all participating member
countries must eliminate their currencies and replace their legal tender with euro-denominated bills and coins.
F-87
TIME WARNER ENTERTAINMENT COMPANY, LP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDmON - (Continued)
Notwithstanding this transitional period, many commercial transactions are expected to become euro-
denominated well before the July 2002 deadline. Accordingly, TWE continues to evaluate the short-term and
long-term effects of the euro conversion on its European Operations, principally filmed entertainment.
TWE believes that the most significant short-term impact of the euro conversion is the need to modify its
accounting and information systems to handle an increasing volume of transactions during the transitional
period in both the euro and sovereign currencies of the participating member countries. TWE has identified its
accounting and information systems in need of modification and an action plan has been formulated to address
the nature and timing of remediation efforts. Remediation efforts have begun and the plan is expected to be
substantially completed well before the end of the transitional period. This timetable will be adjusted, if
necessary, to meet the anticipated needs of TWE's vendors and customers. Based on preliminary information,
costs to modify its accounting and information systems are not expected to be material.
TWE believes that the most significant long-term business risk of the euro conversion may be increased
pricing pressures for its products and services brought about by heightened consumer awareness of possible
cross-border price differences. However, TWE believes that these business risks may be offset to some extent
by lower material costs, other cost savings and marketing opportunities. Notwithstanding such risks,
management does not believe that the euro conversion will have a material effect on TWE's financial position,
results of operations or cash flows in future periods.
Year 2000 Technology Preparedness
TWE, like most large companies, depends on many different computer systems and other chip-based
devices for the continuing conduct of its business. Older computer programs, computer hardware and chip-
based devices may fail to recognize dates beginning on January 1, 2000 as being valid dates, and as a result
may fail to operate or may operate improperly when such dates are introduced.
TWE's exposure to potential Year 2000 problems arises both in technological operations under the
control of the Company and in those dependent on one or more third parties. These technological operations
include information technology ("IT') systems and non-IT systems, including those with embedded
technology, hardware and software. Most of TWE's potential Year 2000 exposures are dependent to some
degree on one or more third parties. Failure to achieve high levels of Year 2000 compliance could have a
material adverse impact on TWE and its financial statements.
The Company's Year 2000 initiative is being conducted at the operational level by divisional project
managers and senior technology executives overseen by senior divisional executives, with assistance internally
as well as from outside professionals. The progress of each division through the different phases of
remediation-inventorying, assessment, remediation planning, implementation and final testing-is actively
overseen and reviewed on a regular basis by an executive oversight group.
The Company has generally completed the process of identifying potential Year 2000 difficulties in its
technological operations, including IT applications, IT technology and support, desktop hardware 'and
software, non-IT systems and important third party operations, and distinguishing those that are "mission
critical" from those that are not. An item is considered "mission critical" if its Year 2000-related failure would
significantly impair the ability of one of the Company's major business units to (I) produce, market and
distribute the products or services that generate significant revenues for that business, (2) meet its obligations
to pay its employees, artists, vendors and others or (3) meet its obligations under regulatory requirements and
internal accounting controls. The Company and its divisions have identified approximately 600 worldwide,
"mission critical" potential exposures. Of these, as of December 31, 1998, approximately 41% have been
identified by the divisions as Year 2000 compliant, approximately 41 % as in the remediation implementation
or final testing stages, approximately 18% as in the remediation planning stage and less than 1% as in the
assessment stage. The Company currently expects that the assessment phase for these few remaining potential
F-88
TIME WARNER ENTERTAINMENT COMPANY, LP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
exposures should be completed during the first quarter of 1999 and that remediation with respect to
approximately 80% of all these identified operations will be substantially completed in all material respects by
the end of the second quarter of 1999. The Company, however, could experience unexpected delays. The
Company is currently planning to impose a "quiet" period at the beginning of the fourth quarter of 1999
during which any remaining remediation, involving installation or modification of systems that interface with
other systems will be minimized to permit the Company to conduct testing in a stable environment
As stated above, however, the Company's business is heavily dependent on third parties and these parties
are themselves heavily dependent on technology. In some cases, the Company's third party dependence is on
vendors of technology who are themselves working towards solutions to Year 2000 problems. For example, in a
situation endemic to the cable industry, much of the Company's headend equipment that controls cable set-
top boxes was not Year 2000 compliant as of December 31, 1998. The box manufacturers are working with
cable industry groups and have developed solutions that the Company is installing in its headend equipment. It
is currently expected that these solutions will be substantially implemented by the end of the second quarter of
1999. In other cases, the Company's third party dependence is on suppliers of products or services that are
themselves computer-intensive. For example, if a television broadcaster or cable programmer encounters Year
2000 problems that impede its ability to deliver its programming, the Company will be unable to provide that
programming to its cable customers. Similarly, because the Company is also a programming supplier, third-
party signal delivery problems could affect its ability to deliver its programming to its customers. The
Company has attempted to include in its "mission critical" inventory significant service providers, ,vendors,
suppliers, customers and governmental entities that are believed to be critical to business,operations and is in
various stages of ascertaining their state of Year 2000 readiness through various means, inc1u~ing question-
naires, interviews, on-site visits, system interface testing and industry group participation. Moreover, TWE is
dependent, like all large companies, on the continued functioning, domestically and internationally; of basic,
heavily computerized services such as banking, telephony and power, and various distribution mechanisms
ranging from the mail, railroads and trucking to high-speed data transmission. TWE is taking steps to attempt
to satisfy itself that the third parties on which it is heavily reliant are Year 2000 compliant or that alternate
means of Dleeting its requirements are available, but cannot predict the likelihood of such. compliance nor the
direct or indirect costs to the Company of non-compliance by those third parties' or of securing such services
from alternate compliant third parties. In areas in which the Company is uncertain about the anticipated Year
2000 readiness of a significant third party, the Company is investigating available alternatives, if any.
The Company currently estimates that the aggregate cost of its Year 2000 remediation program, which
started in 1996, will be approximately $50 to $85 million, of which an estimated 45% to 55% has been incurred
through December 31, 1998. These costs include estimates of the costs of assessment, replacement, repair and
upgrade, both planned and unplanned. of certain IT and non-IT systems and their implementation and testing.
The Company anticipates that its remediation program, and related expenditures, may continue into 2001 as
temporary solutions to Year 2000 problems are replaced with upgraded equipment. These expenditures have
been and are expected to continue to be funded from the Company's operating cash flow and have not and are
not expected to impact materially the Company's financial statements.
Management believes that it has established an effective program to resolve all significant Year 2000
issues in its control in a timely manner. As noted above, however, the Company has not yet completed all
phases of its program and is dependent on third parties whose progress is not within its control. In the event
that the Company does not complete any of its currently planned additional remediation prior to the Year
2000, management believes that the Company could experience significant difficulty in producing and
delivering its products and services and conducting its business in the Year 2000 as it has in the past. In
addition, disruptions experienced by third parties with which the Company does business as well as by the
economy generally could also materially adversely affect the Company. The amount of potential liability and
lost revenue cannot be reasonably estimated at this time.
F-89
TIME WARNER ENTERTAINMENT COMPANY, LP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
The Company has been focusing its efforts on identification and remediation of its Year 2000 exposures
and has not yet developed significant, specific contingency plans in the event it does not successfully complete
all phases of its Year 2000 program. The Company, however, has begun to examine its existing standard
business interruption strategies to evaluate whether they would satisfactorily meet the demands of failures
arising from Year 2ooo-relatedproblems, The Company intends to examine its status periodically to
determine the necessity of establishing and implementing such contingency plans or additional strategies,
which could involve, among other things, manual workarounds, adjusting staffing strategies and sharing
resources across divisions. '.
Caution Concerning Forward-Looking Statements
The Securities and Exchange Commission encourages companies to disclose forward-looking information
so that investors can better understand a company's future prospects and make informed investment decisions.
This document, together with management's public commentary related thereto, contains such "forward-
looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, particularly
statements anticipating future growth in revenues, EBIT A and cash flow. Words such as "anticipate,"
"estimate," "expects," "projects," "intends," "plans," "believes" and words and terms of similar substance
used in connection with any discussion of future operating or financial performance identify such forward-
looking statements. Those forward-looking statements are management's present expectations of future
events. As with any projection or forecast, they are inherently susceptible to changes in circumstances, and
TWE is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-
looking statements whether as a result of such changes, new information or otherwise.
TWE opef"cltes in highly competitive, consumer driven and rapidly changing media and entertainment
businesses that are dependent on government regulation and economic, political and social conditions in the
countries in which they operate, consumer demand for their products and services, technological developments
and (particularly in view of technological changes) protection of their intellectual property rights. TWE's
actual results could differ materially from management's expectations because of changes in such factors.
Some of the other factors that also could cause actual results to differ from those contained in the forward-
looking statements include those identified in TWE's other filings and:
· For TWE's cable business, more aggressive than expected competition from new technologies and
other types of video programming distributors, including DBS; increases in government regulation of
cable or equipment rates (or any failure to reduce rate regulation as is presently mandated by statute)
or other terms of service (such as "digital must-carry" or "unbundling" requirements); increased
difficulty in obtaining franchise renewals; the failure of new equipment (such as digital set-top boxes)
or services (such as high-speed online services or telephony over cable or video on demand) to function
properly, to appeal to enough consumers or to be available at reasonable prices and to be delivered in a
timely fashion; and greater than expected increases in programming or other costs.
· For TWE's cable programming and television businesses, greater than expected programming or
production costs; public and cable operator resistance to price increases (and the negative impact on
premium programmers of increases in basic cable rates); increased regulation of distribution agree-
ments; the sensitivity of advertising to economic cyclicality; and greater than expected fragmentation of
consumer viewership due to an increased number of programming services or the increased popularity
of alternatives to television.
· For TWE's film and television businesses, their ability to continue to attract and select desirable talent
and scripts at manageable costs; increases in production costs generally; fragmentation of consumer
leisure and entertainment time (and its possible negative effects on the broadcast and cable networks,
F-90
TIME WARNER ENTERTAINMENT COMPANY, LP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
which are significant customers of these businesses); continued popularity of merchandising; and the
uncertain impact of technological developments such as DVD and the Internet.
· The ability of the Company and its key service providers, vendors, suppliers, customers and
governmental entities to replace, modify or upgrade computer systems in ways that adequately address
the Year 2000 issue, including their ability to identify and correct all relevant computer codes and
embedded chips, unanticipated difficulties or delays in the implementation of the Company's
remediation plans and the ability of third parties to address adequately their own Year 2000 issues.
In addition, TWE's overall financial strategy, including growth in operations, maintaining its financial
ratios and strengthened balance sheet, could be adversely affected by increased interest rates, failure to meet
earnings expectations, significant acquisitions or other transactions, consequences of the euro conversion and
changes in TWE's plans, strategies and intentions.
F-91
TIME WARNER ENTERTAINMENT COMPANY, LP.
CONSOLIDATED BALANCE SHEET
December 31,
(millions)
ASSETS
Current assets
Cash and equivalents. , , . , . . . . , . , . , , , . . . . . . . . . . . . : . , . . . . . . . . . . . . . . . . . . . . . . . , . , , . . . . . . . . . . . . . . , . . . . .
Receivables, including $765 and $385 million due from TIme Warner, less allowances of $506 and $424 million, . ., ,
Inventories ..'.. , . . . . , , , . . , . . . . . , . . . . , , , , . , . . . . . . . . , . . ... , . . . . , . . . . . . . . . . , . . . . . . . . . . . . , . . , . , . , . . . ,
Prepaid expenses . . . . . . , . , . . . . . . . . . , . . . . . . . . . . , . . . . , . . . , . . . . . , . . , , . . . . . , . . . , . . . . . . . . . . , , , . , . , , , , , ,
Total current assets. . . . . , . , . . , , . , , , , . , . . . . . . . . . . . . . . . , . , . . . . , . , . , , , , . , . . . . . , . . . , . . , . . . . . . , , . , , , , , ,
Noncurrent inventories. .. . . . . .. , . .. . .. .... ... ... .. .'. .., . .. ... , . , .. , . .. ,. , , , , , , , . . , . . . . . , , , , , ., .. ,
Loan receivable from Time Warner .......................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . '. , . . . . . . . . .
Investments,. , , . , , . . . . . , . . . . . . ,. , . ., ... ... , .. ...,'.. . . . .. . . . , ,. , ., . .. , . , .. . . .. " , , , . , . , , . , , , , , . .
Propeny, plant and equipment, net . , . . . . . . . . . . . . . . . . . . . . . . . . . , . . . , . . . . . . . . , . . . . . . . . . . . . . . . . . . . , . . . . .
Cable television franchises . . . . . . . . . . . . . . . . . . . . . . . , . , . . . . . . . . . . , . . , . . . . . , , . , . . . , , . . . , , . . . . . , . . , , , , . ,
Goodwill. , , . , . . . . , . . . . . . . . . , , , . , , , . , . . . . . . . . . , . . . . . , . . . . . , . , , , . , , , , , , , . , , . . , . . . . . . . . , , , , , , , . . , . ,
Other assets . . . , . , , . . . , . , , . , . . , . . . . . . . . , , , . . . . . . . , . , . , . , . , . , . , . . . . , , . . , , . . . . , , . , . , . . . . . . , . , . . . , , ,
Tota] assets. . , . . , , , , , , , . , , , , , , , , , , . , , , . , , , . , , . . , , , , , , , , , . . , . , , , , , , , . , , , , , , , . , . , , . . , . . . , , , , , , , , . , .
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
Accounts payable. . , . . . , , , , , . . , . . . , . , . . . . , , . . , . , . . . . . . , , . . . , . . . , , , , , . , , , , , . , . , . . , . . , . . , . , . , , , , , , , ,
Panicipations and programming costs payable. . . . . , . , , , . . , . . , , . . . . . , , . . , , . , . , , , . . . . . . , , , . , , . , . , , , , . , . ,
Debt due within one year. , , . . . . . . . . . . . , . . . . . . . . . . . , . . , . . . . . . . . . , . . . . . , , . , . , . . . . .. . . , . , , . . , , . . . . . , ,
Other current liabilities, including $370 and $184 million due to Time Warner.,." ,., , , "" '. , , " ., ,'.... ,
Total current liabilities. , , , . , , . . , . . , . , , , , , , , , , , . , . . . , . , , . , , , , , , , , , . . . . . , , . . , . , . , , , , . . . . . . . , . , , , , . , .
Long-term debt .... . , . . . . , . , . . . . , . , , . , . . , , . . . . . . . . , . '. . . . . . . . . . , . . . , . . . . . . . . . . , . . . . . . . . . . , . , . , , . . .
Other long-term liabilities, including $1.130 billion and $477 million due to Time Warner,...... . ,. ".'.. ,.,
Minority interests. . . . , , , , . , . , . , , , . , . . . . , . . . , , , . . . , , . . . . . . . . . . . , . , . , . , . , , . . . , , . . , , , . . . . . , . , . , , , , . , .
Preferred stock of subsidiary holding solely a mongage note of its parent. , , . . , . . , , , , , . . , , . , , . . , , . , . . , . . . . .
Time Warner General Panners' Senior Capital, . . . . . . . . , , , . , . , , , . , . , , , , , . , , , , , , . , . , . , . . , , . . , . , . , , . . . . ,
Partners' capital
Contributed capital . . . . . , . . , . , . . . . . . . . . . . . . . . . . . . . , . . . . . . . , . . . . , . . , . , . . . . . . . . . . . . . . . . , . . . . . , . , , . , ,
Undistributed pannership earnings (deficit) .,.,.,""'.".,..,.,...",.,.",.".",.,.,.......,."",
Total panners' capital. . . , . , , . , , , , , , , , . , . , . , . . . , , , , , , , , . . . . . , . . . , , . . . , , . , . , , . . . . . , , . . , . , . , . . . , , , . , ,
Total liabilities and panners' capital. . . . . . . . . , . . . . . . . , , . , . . . . . . . . . , . . . . . , . , . , . , . . . . . . . , . . . . , , . , . . , . . .
See accompanying notes,
F-92
1998 1997
$ 87 $ 322
2,618 1,914
1,312 1,204
166 ]82
4,183 3,622
2,327 2,254
400 400
886 ll5
6,041 6,557
3,773 3,063
3,854 3,859
766 661
$22,230 $20,73]
$ 1,473 $ 1,123
],5]5 1,176
6 8
1,942 ~
4,936 3,974
6,578 5,990
3,267 1,873
1,522 1,210
217 233
603 1,118
7,341 7,537
( 2,234 ) (1,204)
5,107 6,333
$22,230 $20,731
TIME WARNER ENTERTAINMENT COMPANY, LP.
CONSOUDATED STATEMENT OF OPERATIONS
Years Ended December 31,
(millions)
Revenues (a) .............."............".,..,..............,....",..,......",."
Cost of revenues (a) (b) ",...",."....,...,.,...........,."..,......",.".".,..",
Selling, genenil and administrcltive (a) (b) .....,.,...,.... " ",. , ", " . , . .. . , . , '. . . .. . , . , _
Operclting expenses. . , , , . , . , . . , . . . . . . . , . . , . . , . . , , . , . . , . . , , , . , . , , . . . . , . . , , , . . , , . , . , . . , . ,
Business segment operating income , . , . . . . . , . . , . . . . . . , . . , , . . , . , . . , . . . , . . . . , . , . , , , . . . . . , , ,
Interest and other, net (a) .,.,.,.,.,......,...,.,...............",."" _ . , , '" , . , . . , , ,
Minority interest. . . . . . . . . . . . , . , . . . . . . . . . . . , . . , . , . . . . . . , . . . . . . . . . , , . , , . . . , , . . . , . . . . . . . .
Corporate selVices (a) . . . . . , . . . . . , . . . . , . . , . . . . , . , . . . . . . . . . . , . . . . . . . . . . . . , , . . . . , . . . , . . . .
I ncome before income taxes . , . . , . , . . , , . . . . . . . , , . , . . . . . . . . . . . . , . . . . . , . . . . , . . , , , . . . , . . , . .
Income taxes. . , , . . . , . . . . . . . . . , . . . . . . . . . . . . . . . . , . . , . . . . . . . . . . . . . . . . . , . _ . . . , . . , . , , , . . . .
I ncome before extraordinary item. . . , . . . , . . . . . . . . . . . , . . . , . . . , . . . , . . , . . . . . . . . . , . . . . , . . . . . .
Extraordinary loss on retirement of debt. . . . . . . . . . , . . . . . . . . . . . . , . . . . . . , . . . . . . . . . . , . . . . . , . .
Net income. . . . . . , , . . . . . . . . . , , . . , . , , . . . . . , . . . . . . . . . . . . . . . . . . . . . , , . . , . . . , . , . , . . , , . , . . .
1998 1997 1996
$] 2,246 $11,318 $10,852
8,196 7,406 7,441
....12l!. 2,468 2,333
]0,527 9,874 9,774
1,719 1,444 1,078
(965) (345) (522)
(264 ) (305) (207)
~) ~) ~)
418 722 280
~) ~) -iZQ)
326 637 210
~)
$ 326 $ 614 $ 210
-
(a) Includes the following income (expenses) resulting from transactions with the panncrs ofTWE and othcr related companics for the
years ended December 31, 1998, 1997 and 1996, respectively: revenucs-$695 million, $431 million and $198 million; cost of revenues-
$(220) million, $( 167) million and $(95) million; selling, general and administrative-$(26) million, $]8 million and $(38) million;
interest and other, net-$6 million, $30 million and $30 million; and corporate services-$(72) million, $(72) million and $(69) million
(Note 14).
(b) Includes dcpreciation and amonization expense of ..................,....,............. $ 1,436 $ 1,370 $ 1,235
See accompanying notes.
F-93
1998 1997 1996
$ 326 $ 614 $ 210
23
1,436 1,370 1,235
149 57 38
(825) (273) (50)
(238) (] 14) (637)
],178 393 970
262 ~) 146
2,288 1,834 ~
(388) ( 172) ( 146)
( 1,603) ( 1,565) ( 1.719)
1,246 485 6]2
TIME WARNER ENTERTAINMENT COMPANY, L.P.
CONSOUDATED STATEMENT OF CASH FLOWS
Years Ended December 31,
(millions)
OPERATIONS
Net income, . . , , , , , , , . , . . , , , , , , , , , , , . , . . . . , , , , . , . , , , , , , , , . , , , . , . . . . . , , . , , , , . , , , . . . . , .
Adjustments for noncash and nonoperating items:
Extraordinary loss on retirement of debt. , . . . . . . . . , . . . . . , . . . . . , . . . . , . . . . . . . . , . . . . , , . , . . . , .
Depreciation and amortization .,....",..,.",."...,......",.""...,...,...,.,.......
Equity in losses of investee companies after distributions . . . . . . . . . , . . . . . , , , . . , , , . , , , . . . , . . . , ,
Changes in operating assets and liabilities:
Receivables . . . . . . . . . . . . . . , . . . . . . . . . " . . , . . . . . . . , . . . . . , . . . . . . . , , . . . . . , , , . . . . , . . . . . . , .
Inventories, . . , . . . . , , , . . . , , . . . . . . . . . . . . . , . . . . , . . . . . . . . . . , . . . . . . . . . , . . . . . . . . . . , . . . . . .
Accounts payable and other liabilities , . . . . . . , . . . . . . . . . . . . , . . . . . . .. . . . , , . . , . . . . . . . . . . . . .
Other balance sheet changes. . . . . . . . . . . . . . . . . . . . , . . . . . , . . . . . . . , , . . . , , , . . . . . . . . . . . . , . , .
Cash provided by operations . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . , . . . . . . . . , . . .
INVESTING ACTIVITIES
Investments and acquisitions. . . . . , . . . . . . . . . , . . . . . . . , . . , . . , . , , . . , . . . , . , . . , . . . . . . . . . . . . . . .
Capital expenditures. , . , . . . . , . . . . . . . . . . . . . . . . . . . . . . . , , . . . . , . . . . , . . , , . , . . . . , . . . . .. . . . , . .
Investment proceeds. . . . , , . . . . . . . , " .. .. , .' . ,. . " ...... .. . . .. .. . . .. . . . . , . ., . ... .. . .. . . .
Cash used by investing activities
............ ...... ..................... .................
FINANONG ACTIVITIES
Borrowings. . . , . . . . . . , , . . . , . . . . , . . , , . . . . . , , . . , , . . . . . , . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt repayments. . . . . , . . . . . . . , . . . . , , , , . . , , , , . . . . . . , , , , . . . . , . . , , , , . , . . . . . . , . . , . , . . . . . , .
Issuance of preferred stock of subsidiary. , . . , . . . . . . . . . . . , . . . . . , . . , . . , . . , , . . . . . . , , , , . . . . , . .
Collections on note receivable from MediaOne ",."..,..,.,.....""...,.................
Capital distributions , , . . . . , . . . . . , . , . , . , . . . , , . . . . , , . . . . . . , , . . , . . . , , , . . . . . , , . , . . . , , . . . . , .
Other , , . . . , . . , . . , . , . . . . , , . . . . . . . . . , . . . . . . . . . . , . . . . . . . . , . . . , , . . . . . . , . , . , . . . . . . . . . , . , .
Cash used by financing activities ......................................",.....,.......,.
INCREASE (DECREASE) IN CASH AND EQUIVALENTS.. . .. , .. .. . .. .. . .. .. .. .. .. .. ..
CASH AND EQUIV ALENTS AT BEGINNING OF PERIOD. , . . , . , . . . . . , , , . . , . . , . . . . . . . . ,
CASH AND EQUIVALENTS AT END OF PERIOD,..,....,.............,...........,..
See accompanying notes.
F-94
~)
(1,252)
( 1,253)
TIME WARNER ENTERTAINMENT COMPANY, LP.
CONSOliDATED STATEMENT OF PARTNERSHIP CAPITAL
(millions)
Time Warner Partners' Capital
General Undistributed
Partners' Partnership MediaOne Total
Senior Contributed Earnings Note Partners'
Capital Capital ( Deficit) Receivable Capital
BALANCE AT DECEMBER 31, ]995 ... .. .. .. . '" .. ... . .. $1,426 $7,522 $ (875) $( 169) $ 6,478
Net income. . . , . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210 210
I ncrease in unrealized gains on securities. . . . . . . . . . . . . . , . , , . . 4 4
Foreign currency translation adjustments ........ ............ 14 14
Comprehensive income . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . 228 228
Stock option and tax-related distributions. . . . . . . . . . . . . . . . . . . . (199) (199)
Capital contributions . . . . . . . . . . . . . . , . , . . . . . . . , . . . , . . . . . . . . 15 15
Allocation of income . . . . , . . . . . , , , . . , . . . . . . . . . . . . . . . . . . . . . ] ]7 ( 117) ( 117)
Collections '" ........................................ ... 169 169
,
BALANCE AT DECEMBER 31,1996 ..................... 1,543 7,537 (963) 6,574
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . 614 614
I ncrease in unrealized g-.uns on securities. . . . . . . . . , . , , , . . . . . , 7 7
Foreign currency translation adjustments .................... ~) ~)
Comprehensive income . , . . . . . . . . . . . . . . . . . . . . . . . . , . . . . 592 592
Stock option, tax-related and Senior Capital distributions .,'... (535) (723) (723)
Allocation of income . . . . . . . . . . . . . . . . , . . , . . . . . . . . . . . . . . , . . 110 -1!.!Q) -1!.!Q)
BALANCE AT DECEMBER 31, 1997 . . . ...... . ....... ..... 1,118 7,537 (1,204) 6,333
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 326 326
I ncrease in unrealized gains on securities . . . . . . . . . . . . . , . . . . . . 2 2
Foreign currency translation adjustments ........... . . . . . . , . . (I) (])
Increase in realized and unrealized losses on derivative financial
instruments. . . . . . . . . . . , , , , , . . , , . , . . . . . . . . . . . . . . , . . . . . . ---.J2) ---.J2)
Comprehensive income , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , 321 321
Stock option, tax-related and Senior Capital distributions ...'.. (579) ( 1,287) (1,287)
Distribution of Time Warner Telecom interests. . . . . . , , . . . . . . . (191 ) (191 )
Allocation of income , . , . . . . . . , . . . , , , . . . . . . , . . . . . . . , . . . . . . 64 (64) (64)
Other. . . . . , . . . . . , . . . . . . . . . . , . , . . , , . , . , . , . , . . . . . . , , . . . , , ~) ~)
BALANCE AT DECEMBER 31, 1998 ...... '.... ......,.... $ 603 $7,341 $ (2,234) $ - $ 5,]07
See accompanying notes,
F-95
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOUDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POUCIES
Description of Business
Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"), classifies its
business interests into three fundamental areas: Cable Networks, consisting principally of interests in cable
television programming; Entertainment, consisting principally of interests in filmed entertainment, television
production and television broadcasting; and Cable, consisting principally of interests in cable television
systems.
Each of the business interests within Cable Networks, Entertainment and Cable is important to TWE's
objective of increasing partner value through the creation, extension and distribution of recognizable brands
and copyrights throughout the world. Such brands and copyrights include (1) HBO and Cinemax, the leading
pay television services (2) the unique and extensive film, television and animation libraries' of Warner Bros.
and trademarks such as the Looney Tunes characters and Batman, (3) The WB Network, a national
broadcasting network launched in 1995 as an extension of the Warner Bros. brand and as an additional
distribution outlet for Warner Bros.' collection of children's cartoons and television programming and
(4) Time Warner Cable, currently the largest operator of cable television systems in the U.S.
The operating results of TWE's various business interests are presented herein as an indication of
financial performance (Note 12). Except for start-up losses incurred in connection with The WB Network,
TWE's principal business interests generate significant operating income and cash flow from operations. The
cash flow from operations generated by such business interests is considerably greater than their operating
income due to, significant amounts of noncash amortization of intangible assets recognized principally in Time
Warner Companies, Inc.'s ("Time Warner") $14 billion acquisition of Warner Communications Inc.
("WCI") in 1989 and $1.3 billion acquisition of the minority interest in American Television and
Communications Corporation ("ATe") in 1992, a portion of which cost was allocated to TWE upon the
capitalization of the partnership. Noncash amortization of intangible assets recorded by TWE's businesses
amounted to $509 million in 1998, $430 million in 1997 and $436 million in 1996.
Time Warner and certain of its wholly owned subsidiaries collectively own general and limited
partnership interests in TWE consisting of 74.49% of the pro rata priority capital ("Series A Capital") and
residual equity capital ("Residual Capital"), and 100% of the senior priority capital ("Senior Capital") and
junior priority capital ("Series B Capital"). The remaining 25.51 % limited partnership interests in the
Series A Capital and Residual Capital of TWE are held by a subsidiary of MediaOne Group, Inc.
("MediaOne"), formerly U S WEST, Inc., which acquired such interests in 1993 for $1.532 billion of cash
and a $1.021 billion 4.4% note (the "MediaOne Note Receivable") that was fully collected during 1996.
Certain of Time Warner's subsidiaries are the general partners of TWE ("Time Warner General Partners").
Basis of Presentation
The consolidated financial statements of TWE reflect certain cable-related transactions as more fully
described herein (Note 2). Certain reclassifications have been made to the prior years' financial statements to
conform to the 1998 presentation.
Basis of Consolidation and Accounting for Investments
The consolidated financial statements include 100% of the assets, liabilities, revenues, expenses, income,
loss and cash flows of TWE and all companies in which TWE has a controlling voting interest ("subsidiar-
ies"), as if TWE and its subsidiaries were a single company. Significant intercompany accounts and
transactions between the consolidated companies have been eliminated. Significant accounts and transactions
between TWE and its partners and affiliates are disclosed as related party transactions (Note 14).
F-96
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Investments in companies in which TWE has significant influence, but less than a controlling voting
interest, are accounted for using the equity method. Under the equity method, only TWE's investment in and
amounts due to and from the equity investee are included in the consolidated balance sheet, only TWE's share
of the investee's earnings is included in the consolidated operating results, and only the dividends, cash
distributions, loans or other cash received from the investee, less any additional cash investments, loan
repayments or other cash paid to the investee are included in the consolidated cash flows.
Investments in companies in which TWE does not have a controlling interest or an ownership and voting
interest so large as to exert significant influence are accounted for at market value if the investments are
publicly traded and there are no resale restrictions, or at cost, if the sale of a publicly traded investment is
restricted or if the investment is not publicly traded. Unrealized gains and losses on investments accounted for
at market value are reported in partners' capital until the investment is sold, at which time the realized gain or
loss is included in income. Dividends and other distributions of earnings from both market value and cost
method investments are included in income when declared.
Foreign Currency Translation
The financial position and operating results of substantially all foreign operations are consolidated using
the local currency as the functional currency. Local currency assets and liabilities are translated at the rates of
exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates
of exchange during the period. Resulting translation gains or losses, which have not been material, are
included in partners' capital.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts reported in the financial
statements and footnetes thereto. Actual results could differ from those estimates.
Significant estimates inherent in the preparation of the accompanying consolidated financial statements
include management's forecast of anticipated revenues from the distribution of theatrical and television
product in order to evaluate the ultimate recoverability of accounts receivables and film inventory recorded as
assets in the consolidated balance sheet. Accounts receivables and sales related to the distribution of home
video product in the filmed entertainment industry are subject to customers' rights to return unsold items.
Management periodically reviews such estimates and it is reasonably possible that management's assessment
of recoverability of accounts receivables and individual films and television product may change based on
actual results and other factors.
Revenues and Costs
Cable and Cable Networks
A significant portion of cable system and cable programming revenues are derived from subscriber fees.
Subscriber fees are recorded as revenue in the period the service is provided. The costs of rights to exhibit
feature films and other programming on pay cable services during one or more availability periods
("programming costs") generally are recorded when the programming is initially available for exhibition, and
are allocated to the appropriate availability periods and amortized as the programming is exhibited.
Filmed Entertainment
Feature films are produced or acquired for initial exhibition in theaters followed by distribution in the
home video, pay cable, basic cable, broadcast network and syndicated television markets. Generally,
distribution to the theatrical, home video and pay cable markets (the primary markets) is principally
F-97
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
completed within eighteen months of initial release. Thereafter, feature films are distributed to the basic cable,
broadcast network and syndicated television markets (the secondary markets). Theatrical revenues are
recognized as the films are exhibited. Home video revenues, less a provision for returns, are recognized when
the home videos are sold. Revenues from the distribution of theatrical product to cable, broadcast network and
syndicated television markets are recognized when the films are available to telecast.
Television films and series are initially produced for the networks or first-run television syndication (the
primary markets) and may be subsequently licensed to foreign or domestic cable and syndicated television
markets (the secondary markets). Revenues from the distribution of television product are recognized when
the films or series are. available to telecast, except for barter agreements where the recognition of revenue is
deferred until the related advertisements are exhibited.
License agreements for the telecast of theatrical and television product in the cable, broadcast network
and syndicated television markets are routinely entered into well in advance of their available date for telecast,
which is generally determined by the telecast privileges granted under previous license agreements. Accord-
ingly, there are significant contractual rights to receive cash and barter under these licensing agreements. For
cash contracts, the related revenues will not be recognized until such product is available for telecast under the
contractual terms of the related license agreement. For barter contracts, the related revenues will not be
recognized until the product is available for telecast and the advertising spots received under such contracts
are either used or sold to third parties. All of these contractual rights for which revenue is not yet recognizable
is referred to as "backlog." Excluding advertising barter contracts, Warner Bros.' backlog amounted to $2.298
billion at December 31, 1998 (including amounts relating to the licensing of film product to TWE's cable
television networks of $199 million and $570 million to Time Warner's cable television networks).
Inventories of theatrical and television product are stated at the lower of amortized cost or net realizable
value. Cost principally consists of direct production costs and production overhead. A portion of the cost to
acquire WCI in 1989 was allocated to its theatrical and television product, including an allocation to product
that had been exhibited at least once in all markets ("Library"). Library product is amortized on a straight-
line basis over twenty years. Individual films and series are amortized, and the related participations and
residuals are accrued, based on the proportion that current revenues from the film or series bear to an estimate
of total revenues anticipated from all markets. These estimates are revised periodically and losses, if any, are
provided in full. Current film inventories generally include the unamortized cost of completed feature films
allocated to the primary markets, television films and series in production pursuant to a contract of sale, film
rights acquired for the home video market and advances pursuant to agreements to distribute third-party films
in the primary markets. Noncurrent film inventories generally include the unamortized cost of completed
theatrical and television films allocated to the secondary markets, theatrical films in production and the
Library.
Proposed Changes to Film Accounting Standards
In October 1998, the Accounting Standards Executive Committee of the American Institute of Certified
Public Accountants ("AcSEC") issued an exposure draft of a proposed Statement of Position, "Accounting
by Producers and Distributors of Films" (the "SOP"). The proposed rules would establish new accounting
standards for producers and distributors of films. Among its many provisions, the SOP would require revenue
for the licensing of film and television product to be recognized generally over the term of the related
agreement. This would represent a significant change to existing industry practice, which generally requires
such licensing revenue to be recognized when the product is first available for telecast. This is because, after
that date, licensors have no further significant obligations under the terms of the related licensing agreements.
While the SOP's proposals in many other areas (i.e., advertising and film cost amortization) generally are
consistent with TWE's accounting policies, this is not the case with the proposed changes in revenue
recognition for licensed product. Adopting the proposed accounting standards for licensed product would
F-98
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOUDATED FINANCIAL STATEMENTS - (Continued)
result in a significant one-time, noncash charge to earnings upon adoption that would be reflected as a
cumulative effect of a change in accounting principle. This one-time, noncash charge would be reversed in
future periods as an increase to operating income when TWE re-recognizes the revenues associated with the
licensing of its film and television product over the periOds of the related licensing agreements. The SOP
proposes an effective date of January 1, 2000 for calendar year-end companies, with earlier application
encouraged. The provisions of the SOP are still being deliberated by AcSEC and could change significantly
prior to the issuance of a final standard.
Advertising
In accordance with the Financial Accounting Standards Board ("FASB") Statement No. 53, "Financial
Reporting by Producers and Distributors of Motion Picture Films," advertising costs for theatrical and
television product are capitalized and amortized over the related revenue streams in each market that such
costs are intended to benefit, which generally does not exceed three months. Other advertising costs are
expensed upon the first exhibition of the advertisement. Advertising expense, excluding theatrical and
television product, amounted to $284 million in 1998, $288 million in 1997 and $332 million in 1996.
Cash and Equivalents
Cash equivalents consist of commercial paper and other investments that are readily convertible into cash
and have original maturities of three months at less.
Financial Instruments
Effectjve July 1, 1998, TWE adopted FASB Statement No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("F AS 133"). F AS 133 requires that all. derivative financial instruments, such as
foreign exchange contracts, be recognized in the financial statements and measured at fair value regardless of
the purpose or intent for holding them. Changes in the fair value of derivative financial instruments are either
recognized periodically in income or shareholders' equity (as a component of comprehensive income),
depending on whether the derivative is being used to hedge changes in fair value or cash flows. The adoption of
FAS 133 did not have a material effect on TWE's financial statements.
The carrying value of TWE's financial instruments approximates fair value, except for differences with
respect to long-term, fixed-rate debt (Note 5) and certain differences relating to cost method investments and
other financial instruments that are not significant. The fair value of financial instruments is generally
determined by reference to market values resulting from trading on a national securities exchange or in an
over-the-counter market. In cases where quoted market prices are not available, fair value is based using
present value or other valuation techniques.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Additions to cable property, plant and equipment
generally include material, labor, overhead and interest. Depreciation is provided generally on the straight-line
F-99
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
method over useful lives ranging up to thirty years for buildings and improvements and up to sixteen years for
furniture, fixtures, cable television and other equipment. Property, plant and equipment consists of:
Land and buildings ...............................................
Cable television equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture, fixtures and other equipment ..............................
December 31,
1998 1997
(millions)
$ 797 $
6,612
2,313
9,722
(3,681)
$ 6,041
804
7,423
2,310
10,537
(3,980)
$ 6,557
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total ...........................................................
Intangible Assets
As. a creator and distributor of branded information and entertainment copyrights, TWE has a significant
and growing number of intangible assets, including goodwill, cable television franchises, film and television
libraries and other copyrighted products and trademarks. In accordance with generally accepted accounting
principles, TWE does not recognize the fair value of intemallygenerated intangible assets. Costs incurred to
create and produce copyrighted product, such as feature. films and television series, are generally either
expensed as incurred, or capitalized as tangible assets, as in the case of cash advances and inventoriable
product costs. However, accounting recognition is not given to any increasing asset value that may be
associated with the collection of the underlying copyrighted material. Additionally, costs incurred to create or
extend brands, such as the start-up of The WB Network and Internet sites, generally result in losses over an
extended development period and are recognized as a reduction of income as incurred, while any correspond-
ing brand value created is not recognized as an intangible asset in the consolidated balance sheet. On the other
hand, intangible assets acquired in business combinations accounted for by the purchase method of accounting
are capitalized and amortized over their expected useful life as a noncash charge against future results of
operations. Accordingly, the intangible assets reported in the consolidated balance sheet do not reflect the fair
value of TWE's internally generated intangible assets, but rather are limited to intangible assets resulting from
certain acquisitions in which the cost of the acquired companies exceeded the fair value of their tangible assets
at the time of acquisition.
TWE amortizes goodwill over periods up to forty years using the straight-line method. Cable television
franchises, film and television libraries and other intangible assets are amortized over periods up to twenty
years using the straight-line method. Amortization of intangible assets amounted to $509 million in 1998, $430
million in 1997 and $436 million in 1996. Accumulated amortization of intangible assets at December 31,
1998 and 1997 amounted to $3.505 billion and $3.020 billion, respectively.
TWE periodically reviews the carrying value of acquired intangible assets for each acquired entity to
determine whether an impairment may exist. TWE considers relevant cash flow and profitability information,
including estimated future operating results, trends and other available information, in assessing whether the
carrying value of intangible assets can be recovered. If it is determined that the carrying value of intangible
assets will not be. recovered from the undiscounted future cash flows of the acquired business, the carrying
value of such intangible assets would be considered impaired and reduced by a charge to operations in the
amount of the impairment. An impairment charge is measured as any deficiency in the amount of estimated
undiscounted future cash flows of the acquired business available to recover the carrying value related to the
intangible assets.
F-loo
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOUDATED FINANCIAL STATEMENTS _ (Continued)
Income Taxes
As a Delaware limited partnership, TWE is not subject to U.S. federal and state income taxation.
However, certain of TWE's operations are conducted by subsidiary corporations that are subject to domestic
or foreign taxation. Income taxes are provided on the income of such corporations using the liability method
prescribed by FASB Statement No. 109, "Accounting for Income Taxes."
Comprehensive Income
Effective January 1, 1997, TWE adopted FASB Statement No. 130, "Reporting Comprehensive
Income" ("FAS 130"). The new rules established standards for the reporting of comprehensive income and
its components in financial statements. Comprehensive income consists of net income and other gains and
losses affecting partners' capital that, under generally accepted accounting principles, are excluded from net
income. For TWE, such items consist primarily of unrealized gains and losses on marketable equity
investments and foreign currency translation gains and losses. The adoption of F AS 130 did not have a
material effect on TWE's primary financial statements, but did affect the presentation of the accompanying
consolidated statement of partnership capital.
The following summary sets forth the components of other comprehensive income (loss) accumulated in
partners' capital:
Unrealized
GaiDs on
Securities
Foreign
CurreDcy
Translation
Losses
Derivative
Financial
Instrument
Losses
(millions)
$(42) $-
-D.) ~)
$(43) lli)
Accumulated
Other
Comprehensive
Income
(Loss)
Balance at December 31, 1997 ..........
1998 activity. . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 1998 ..........
$7
2
$9
$ (35)
~)
$(40)
Segment Information
On December 31, 1997, TWE adopted FASB Statement No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("FAS 131"). The new rules established revised standards for public
companies relating to the repOrting of financial and descriptive information about their operating segments in
financial statements. The adoption of FAS 131 did not have a material effect on TWE's primary financial
statements, but did affect the disclosure of segment information contained elsewhere herein (Note 12).
2. ACQUISITIONS AND DISPOSITIONS
Cable Transactions
In addition to continuing to use cable operating cash flow to finance the level of capital spending
necessary to upgrade the technological capability of cable television systems and develop new services, Time
Warner, TWE and the TWE-Advance/Newhouse Partnership ("TWE-A/N") completed a series of
transactions in 1998. These transactions related to the cable television business and related ancillary
businesses that either reduced existing debt and/or TWE's share of future funding requirements for such
businesses. These transactions are.discussed more fully below.
TCI Cable Transactions
During 1998, Time Warner, TWE, TWE-A/N and TCI Communications, Inc. ("TCI"), a subsidiary of
Tele-Communications, Inc., consummated or agreed to complete a number of cable-related transactions.
F-I01
r
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOUDATED FINANCIAL STATEMENTS - (Continued)
These transactions consisted of (i) the formation in December 1998 of a cable television joint venture in
Texas (the "Texas Cable Joint Venture") that is managed by Time Warner Cable, a division of TWE, and
owns cable television systems serving an aggregate 1.1 million subscribers, subject to approximately $1.3
billion of debt, (ii) the expansion in August 1998 of an existing joint venture in Kansas City, which is
managed by Time Warner Cable, through the contribution by TCI of a contiguous cable television system
serving approximately 95,000 subscribers, subject to approximately $200 million of debt and (iii) the
agreement to exchange in 1999 various cable television systems serving approximately 575,000 subscribers for
other cable television systems of comparable size in an effort to enhance each company's geographic clusters
of cable television properties (the "TCI Cable Trades"). The Texas and Kansas City joint ventures are being
accounted for under the equity method of accounting.
As a result of the Texas transaction, the combined debt of TWE and TWE-A/N was reduced by
approximately $650 million. Also, as a result of the Texas and Kansas City transactions, TWE benefited from
the geographic clustering of cable television systems and the number of subscribers under its management was
increased. by approximately 660,000 subscribers, thereby making Time Warner Cable the largest cable
television operator in the U.S. The TCI Cable Trades are expected to close periodically throughout 1999 and
are subject to customary closing conditions, including all necessary governmental and regulatory approvals.
There can be no assurance that such approvals will be obtained.
Time Warner Telecom Reorganization
In July 1998, in an effort to combine their Time Warner Telecom operations into a single entity that is
intended to be self-financing, Time Warner, TWE and TWE-A/N completed a reorganization of their Time
Warner Telecom operations (the "Time Warner Telecom Reorganization"), whereby (i) those operations
conducted by Time Warner, TWE and TWE-A/N were each contributed to a new holding company named
Time Warner Telecom LLC ("Time Warner Telecom"), and then (ii) TWE's and TWE-A/N's interests in
Time Warner Telecom were distributed to their partners, Time Warner, MediaOne and the Advance/
Newhouse Partnership ("Advance/Newhouse"), a limited partner in TWE-A/N. Time Warner Telecom is a
competitive local exchange carrier (CLEC) in selected metropolitan areas across the United States where it
offers a wide range of telephony services to business customers. As a result of the Time Warner Telecom
Reorganization, Time Warner, MediaOne and Advance/Newhouse own interests in Time Warner Telecom of
61.98%, 18.85% and 19.17%, respectively. TWE and TWE-A/N do not have continuing equity interests in
these Time Warner Telecom operations. TWE and TWE-A/N recorded the distribution of their Time Warner
Telecom operations to their respective partners based on the $242 million historical cost of the net assets, of
which $191 million was recorded as a reduction in partners' capital and $51 million was recorded as a
reduction in minority interest in TWE's consolidated balance sheet.
Road Runner Joint Venture
In June 1998, Time Warner, TWE, TWE-A/N, MediaOne, Microsoft Corp. ("Microsoft") and Compaq
Computer Corp. ("Compaq") formed a joint venture to operate and expand Time Warner Cable's and
MediaOne's existing high-speed online businesses (the "Road Runner Joint Venture"). In exchange for
contributing these operations, Time Warner received a common equity interest in the Road Runner Joint
Venture of 10.7%, TWE received a 25% interest, TWE-A/N received a 32.9% interest and MediaOne
received a 31.4% interest. In exchange for Microsoft and Compaq contributing $425 million of cash to the
Road Runner Joint Venture, Microsoft and Compaq each received a preferred equity interest therein that is
convertible into a 10% common equity interest. Accordingly, on a fully diluted basis, the Road Runner Joint
Venture is owned 8.6% by Time Warner, 20% by TWE, 26.3% by TWE-A/N, 25.1% by MediaOne, 10% by
Microsoft and 10% by Compaq. Each of Time Warner's, TWE's and TWE-A/N's interest in the Road
Runner Joint Venture is being accounted for under the equity method of accounting.
F-I02
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The aggregate $425 million of capital contributed by Microsoft and Compaq is being used by the Road
Runner Joint Venture to continue to expand the roll out of high-speed online services. Time Warner Cable has
entered into an affiliation agreement with the Road Runner Joint Venture, pursuant to which Time Warner
Cable provides Road Runner's high-speed online services to customers in its cable franchise areas through its
technologically advanced, high-capacity cable architecture. In exchange, Time Warner Cable initially retains
70% of the subscription revenues and 30% of the national advertising and transactional revenues generated
from the delivery of these on-line services to its cable subscribers. Time Warner Cable's share of these
subscription revenues will change periodically to 75% by 2006.
Primestar
In April 1998, TWE and Advance/Newhouse transferred the direct broadcast satellite operations
conducted by TWE and TWE-A/N (the "DBS'Operations") and the 31% partnership interest in Primestar
Partners,. L.P. held by TWE-A/N ("Prlmestar Partners" and collectively, the "Primestar Assets") to
Primestar, Inc. ("Primestar"), a separate holding company. As a result of that transfer and similar transfers
by the other previously existing partners of Primestar Partners, Primestar Partners became an indirect wholly
owned subsidiary of Primestar. In exchange for contributing its interests in the Primestar Assets, TWE
received approximately 48 million shares of Primestar common stock (representing an approximate 24%
equity interest) and realized approximately $240 million of debt reduction. In partial consideration for
contributing its indirect interest in certain of the Primestar Assets, Advance/Newhouse received an
approximate 6% equity interest in Primestar. As a result of this transaction, effective as of April 1, 1998, TWE
deconsolidated the DBS Operations and the 24% equity interest in Primestar received in the transaction is
being accounted for under the equity method of accounting. This transaction is referred to as the. "Primes tar
Roll-up Transaction." .
In connection with the Primestar Roll-up Transaction, Primestar and Primestar Partners own and operate
the medium-power direct broadcast satellite business, portions of which were formerly owned by TCI Satellite
Entertainment, Inc. ("TSAT') and the other previously existing partners of Primestar Partners. Certain high-
power system assets, including two high-power satellites, continue to be owned by Tempo Satellite, Inc.
("Tempo"), a wholly owned subsidiary of TSAT.However, Primestar Partners has an option to lease or
purchase the entire capacity of the high-power system from Tempo. In addition, Primestar has an option to
purchase the stock or assets of Tempo from TSAT.
In a related transaction, Primestar Partners also entered into an agreement in June 1997 with The News
Corporation Limited ("News Corp."), MCI WorldCom, Inc. ("MCI") and American Sky Broadcasting
LLC ("ASkyB"), pursuant to which Primestar would acquire certain assets relating to the high-power, direct
broadcast satellite business of ASkyB (the "Primestar ASkyB Transaction"). In May 1998, the U.S.
Department of Justice brought a civil action against Primestar, each of its cable owners, including TWE, and
News Corp. and MCI, to enjoin on antitrust grounds the Primestar ASkyB Transaction. Although the parties
had discussions with the U.S. Department of Justice in an attempt to restructure the transaction, no resolution
was reached and the parties terminated their agreement in October 1998.
In the fourth quarter of 1998, TWE recorded a charge of approximately $210 million principally to reduce
the carrying value of its interest in Primestar. This charge reflected a significant decline in the fair value of
Primestar during the quarter and has been included in interest and other, net, in TWE's 1998 consolidated
statement of operations.
In addition, Primestar, Primestar Partners and the stockholders of Primestar have entered into an
agreement to sell the medium-power direct broadcast satellite business and assets to DirecTV, a competitor of
Primestar owned by Hughes Electronics Corp. Also, Primestar, Primestar Partners, the stockholders of
Primestar and Tempo entered into a second agreement with DirecTV, pursuant to which DirecTV will
purchase the high-power satellites from Tempo, and Primestar and Primestar Partners will relinquish their
F-I03
TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
respective rights to acquire or use such high-power satellites. The price to be paid by DirecTV pursuant to
these agreements confirmed the decline in value of TWE's interest in Primestar. The ultimate disposition of
the medium-power assets of Primestar is subject to Primestar bondholder and regulatory approvals, and the
disposition of certain of the high-power satellite rights is also subject to regulatory approvals. Accordingly,
there can be no assurance that such approvals will be obtained and that these transactions will be
consummated.
TWE-A/N Transfers
As of December 31, 1998, TWE-A/N owns cable television systems (or interests therein) serving
approximately 6.3 million subscribers, of which 5.2 million subscribers were served by consolidated, wholly
owned cable television systems and 1.1 million subscribers were served by unconsolidated, partially owned
cable television systems. TWE-A/N had approximately $1.2 billion of debt at December 31, 1998.
TWE-A/N is owned approximately 64.8% by TWE, the managing partner, 33.3% by Advance/
Newhouse and 1.9% indirectly by Time Warner. TWE consolidates the partnership, and the partnership
interests owned by Advance/Newhouse and Time Warner are reflected in TWE's consolidated financial
statements as minority interest. In accordance with the partnership agreement, Advance/Newhouse can
require TWE to purchase its equity interest for fair market value at specified intervals following,the death of
both of its principal shareholders. In addition, TWE or Advance/Newhouse can initiate a res~ructuring of the
partnership, in which Advance/Newhouse would withdraw from the partnership and receive one-third of the
partnership's net assets.
In early 1998, Time ,Warner (through a wholly owned subsidiary) contributed cable television systems
(or interests therein) serving approximately 650,000 subscribers to TWE-A/N, subject to approximately $1
billion of debt, in exchange for common and preferred partnership interests in TWE-A/N, and completed
certain related transactions (collectively, the "TWE-A/N Transfers"). The cable television systems trans-
ferred to TWE-A/N were formerly owned by TWI Cable Inc. ("TWI Cable"), a wholly owned subsidiary of
Time Warner, and Paragon Communications ("Paragon"), a partnership formerly owning cable television
systems serving approximately I million subscribers that was wholly owned by subsidiaries of Time Warner,
with 50% beneficially owned in the aggregate by TWE and TWE-A/N. The debt assumed by TWE-A/N has
been guaranteed by TWI Cable and certain of its subSidiaries, including Paragon.
As part of the TWE-A/N Transfers, TWE and TWE-A/N exchanged substantially all of their respective
beneficial interests in Paragon for an equivalent share of Paragon's cable television systems (or interests
therein) serving approximately 500,000 subscribers, resulting in wholly owned subsidiaries of Time Warner
owning 100% of the restructured Paragon entity, with less than 1% beneficially held for TWE. Accordingly,
effective as of January 1, 1998, Time Warner has consolidated Paragon. Because this transaction represented
an exchange of TWE's and TWE-A/N's beneficial interests in Paragon for an equivalent amount of its cable
television systems, it did not have a significant economic impact on Time Warner, TWE or TWE-A/N
The TWE-A/N Transfers were accounted for effective as of January 1, 1998 and TWE has continued to
consolidate TWE-A/N.
On a pro forma basis, giving effect to the TWE-A/N Transfers as if they had occurred at the beginning of
1997, TWE would have reported for the year ended December 31, 1997, respectively, revenues of $11.379
billion, depreciation expense of $947 million, operating income before noncash amortization of intangible
assets of $1.989 billion, operating income of $1.496 billion, and net income of $607 million.
Sale or Exchange of Cable Television Systems
In 1998 and 1997, in an effort to enhance its geographic clustering of cable television properties, TWE
sold or exchanged various cable television systems. As a result of these transactions, TWE recognized net,
F-I04
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
pretax gains of approximately $90 million and $200 million in 1998 and 1997, respectively, which have. been
included in operating income in the accompanying consolidated statement of operations.
Six Flags
In April 1998, TWE sold its remaining 49% interest in Six Flags Entertainment Corporation ("Six
Flags") to Premier Parks Inc. ("Premier"), a regional theme park operator, for approximately $475 million of
cash. TWE used the net, after-tax proceeds from this transaction to reduce debt by approximately $300
million. As part of the transaction, TWE will continue to license its animated cartoon and comic book
characters to Six Flags's theme parks and will similarly license such rights to Premier's theme parks in the
United States and Canada under a long-term agreement covering an aggregate of twenty-five existing and all
future locations. A substantial portion of the gain on this transaction has been deferred by TWE, principally as
a result of uncertainties surrounding realization that relate to ongoing litigation and TWE's continuing
guarantees of certain significant long-term obligations associated with the Six Flags Over Texas and Six Flags
Over Georgia theme parks.
3. INVENTORIES
TWE's inventories consist of:
Film costs:
Released, less amortization . . . . . . . . . . . . . . . . .
Completed and not released ................
In process and other.................. .....
Library, less amortization...................
Programming costs, less amortization. . . . . . . . . . .
Merchandise ...............................
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
1998 1997
Current Noncurrent Current Noncurrent
(millions)
$ 614
179
23
$ 744
76
572
560
375
$ 545 $ 658
170 50
27 595
612
382 339
80
$1,204 . $2,254
426
70
$1,312
$2,327
Excluding the Library, the total cost incurred in the production of theatrical and television product
(including direct production costs, production overhead and certain exploitation costs, such as film prints and
home videocassettes) amounted to $2.665 billion in 1998, $2.360 billion in 1997 and $2.543 billion in 1996;
and the total cost amortized amounted to $2.502 billion, $2.329 billion and $1.998 billion, respectively.
Excluding the Library, the unamortized cost of completed films at December 31, 1998 amounted to $1.613
billion, approximately 90% of which is expected to be amortized within three years after release.
4. INVESTMENTS
TWE's investments consist of:
Total
............................................................... .
December 31,
1998 1997
(millions)
$574 $238
312 77
- -
$886 $315
Equity method investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .
Cost and fair-value method investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-105
TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In the first quarter of 1997, TWE sold its 58% interest in E! Entertainment Television, Inc. ("E!
Entertainment"). A pretax gain of approximately $250 million relating to this sale has been included in the
accompanying consolidated statement of operations.
At December 31, 1998, companies accounted for using the equity method included: Comedy Partners,
L.P. (50% owned), certain cable system joint ventures (generally 50% owned), the Road Runner Joint
Venture (57.9% owned, excluding Time Warner's direct 10.7% interest), Primestar (24% owned), Six Flags
(49% owned in 1997 and 1996), certain international cable and programming joint ventures (25% to 50%
owned) and Courtroom Television Network (50% owned). A summary of combined financial information as
reported by the equity investees of TWE is set forth below:
Revenues ................. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) ...................................
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current assets ............................................
Total assets ..............................................
Current liabilities .........................................
Long-term debt. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total shareholders' equity or partners' capital. . . . . . . . . . . . . . . . . .
s. LONG-TERM DEBT
Weighted-Average
Interest Rate at
December 31, 1998
Bank credit agreement borrowings . . . . . . .
Commercial paper .. . . . . . . . . . . . . . . . . . .
Fixed-rate senior notes and debentures . . .
Total .......................
6.0%
5.4%
8.6%
Years Ended December 31,
1998 1997 1996
(millions)
$2,207
(235)
118
(82)
412
3,046
993
1,625
2,734
312
$2,329
(706)
(265)
(352)
665
5,228
628
2,917
3,699
1,529
Maturities
2002
1999
2002-2033
$1,823
(197)
62
(138)
624
3,193
407
2,197
2,829
364
December 31,
1998 1997
(millions)
$2,711 $1,970
62 210
3,805 3,810
$6,578 $5,990
Bank Credit Agreement
In November 1997, TWE and TWE-A/N, together with Time Warner Inc. and certain of its
consolidated subsidiaries, entered into a five-year revolving credit facility (the "1997 Credit Agreement") and
terminated their previously existing bank credit facility (the "Old Credit Agreement"). This enabled TWE to
reduce its aggregate borrowing availability from $8.3 billion to $7.5 billion, lower interest rates and refinance
approximately $2.1 billion of its outstanding borrowings under the Old Credit Agreement. In connection
therewith, TWE recognized an extraordinary loss of $23 million in 1997.
The 1997 Credit Agreement permits borrowings in an aggregate amount of up to $7.5 billion, with no
scheduled reduction in credit availability prior to maturity in November 2002. The borrowers under the 1997
Credit Agreement are TWE, TWE-A/N, Time Warner Inc., TW Companies, TBS and TWI Cable.
Borrowings under the 1997 Credit Agreement are limited to (i) $7.5 billion in the case ofTWE, (ii) $2 billion
in the case of TWE-A/N and (iii) $6 billion in the aggregate for Time Warner Inc., TW Companies, TBS
and TWI Cable, subject in each case to an aggregate borrowing limit of $7.5 billion and certain other
F-106
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
limitations and adjustments. Such borrowings bear interest at specific rates for each of the borrowers
(generally equal to LIBOR plus a margin initially equal to 40 basis points for TWE and 35 basis points for
TWE-A/N) and each borrower is required to pay a commitment fee on the unused portion of its commitment
(initially equal to .15% per annum for TWE and .125% per annum for TWE-A/N), which margin and fee
vary based on the credit rating or financial leverage of the applicable borrower. Borrowings may be used for
general business purposes and unused credit is available to support commercial paper borrowings. The 1997
Credit Agreement contains certain covenants generally for each borrower relating to, among other things,
additional indebtedness; liens on assets; cash flow coverage and leverage ratios; and dividends, distributions
and other restricted cash payments or transfers of assets from the borrowers to their respective shareholders,
partners or affiliates.
Debt Guarantees
Each Time Warner General Partner has guaranteed a pro rata portion of approximately $5.5 billion of
TWE's debt and accrued interest at December 31, 1998, based on the relative fair value of the net assets each
Time Warner General Partner (or its predecessor) contributed to TWE (the "Time Warner General Partner
Guarantees"). Such indebtedness is recourse to each Time Warner General Partner only to the extent of its
guarantee. The indenture pursuant to which TWE's notes and debentures have been issued (the "Indenture")
requires the majority consent of the holders of the notes and debentures to terminate the Time Warner
General Partner Guarantees. There are generally no restrictions on the ability of the Time Warner General
Partner guarantors to transfer material assets, other than TWE assets, to parties that are not guarantors. In
addition, in connection with the TWE-A/N Transfers (Note 2), approximately $1.2 billion of TWE-A/N's
debt and accrued interest at December 31, 1998 has been guaranteed by TWI Cable and certain of its
su bsidiaries.
Interest Expense and Maturities
Interest expense was $566 million in 1998, $490 million in 1997 and $475 million in 1996. The weighted
average interest rate on TWE's total debt was 7.5% and 7.8% at December 31, 1998 and 1997, respectively.
Annual repayments oflong-term debt for the five years subsequent to December 31, 1998 consist only of
$3.373 billion due in 2002. This includes all borrowings under the 1997 Credit Agreement, as well as any
commercial paper borrowings supported thereby. TWE has the intent and ability under the 1997 Credit
Agreement to continue to refinance its commercial paper borrowings on a long-term basis.
Fair Value of Debt
Based on the level of interest rates prevailing at December 31, 1998 and 1997, the fair value of TWE's
fixed-rate debt exceeded its carrying value by $764 million and $532 million, respectively. Unrealized gains or
losses on debt do not result in the realization or expenditure of cash and generally are not recognized for
financial reporting purposes unless the debt is retired prior to its maturity.
6. INCOME TAXES
Domestic and foreign pretax income (loss) are as follows:
Total
....................................................... .
$438
..QQ)
$418
Years Ended December 31,
1998 1997 1996
(millions)
$654
68
$722
$263
17
$280
Domestic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign. . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . .. . . . . . . . . . . . . . .
F-I07
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
As a partnership, TWE is not subject to U.S. federal, state or local income taxation. However, certain of
TWE's operations are conducted by subsidiary corporations that are subject to domestic or foreign taxation.
Income taxes (benefits) of TWE and subsidiary corporations are as set forth below:
Federal:
Current .., . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred ...................................................
Foreign:
Current(l) ..................................................
Deferred ......................................... . . . . . . . . . .
State and local:
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred ...................................................
Total income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
1998 1997 1996
(millions)
$ 6 $ 2 $ 4
(7) (10) (3)
106 69 86
(15) 22 (21)
4 4 5
~) ~) -1!)
$ 92 $ 85 $ 70
(I) Includes foreign withholding taxes of $62 million in 1998, $58 million in 1997 and $54 million in 1996.
The financial statement basis of TWE's assets exceeds the corresponding tax basis by $7.5 billion at
December 31, 1998, principally as a result of differences in accounting for depreciable and amortizable assets
for financial statement and income tax purposes.
7. PREFERRED STOCK OF SUBSIDIARY
In February 1997, a newly formed, substantially owned subsidiary ofTWE (the "REIT') issued 250,000
shares of preferred stock ("REIT Preferred Stock"). The REIT is intended to qualify as a real estate
investment trust under the Internal Revenue Code of 1986, as amended. TWE used the aggregate net
proceeds from the transaction of $243 million to reduce its bank debt. The sole asset of the REIT is a $432
million mortgage note payable by TWE, which has been secured by certain real estate owned by TWE or its
affiliates.
Each share of REIT Preferred Stock is entitled to a liquidation preference of $1,000 and entitles the
holder thereof to receive cumulative cash dividends, payable quarterly, at the rate of 14.253% per annum
through December 30, 2006 and 1% per annum thereafter, which results in an effective dividend yield of
8.48%. Shares of REIT Preferred Stock are redeemable currently because the REIT has received a legal
opinion stating that certain proposed changes to the tax regulations have substantially increased the likelihood
that the dividends paid by the REIT or interest paid under the mortgage note will not be fully deductible for
federal income tax purposes. TWE has the right to liquidate or dissolve the REIT at any time after
December 30, 2006 or, at any time prior thereto, upon the approval of the holders of at least two-thirds of the
outstanding shares of REIT Preferred Stock.
8. TWE PARTNERS' CAPITAL
Partnership Capital and Allocation of Income
Each partner's interest in TWE generally consists of the undistributed priority capital and residual equity
amounts that were initially assigned to that partner or its predecessor based on the estimated fair value of the
net assets each contributed to the partnership ("Undistributed Contributed Capital"), plus, with respect to the
priority capital interests only, any undistributed priority capital return. The priority capital return consists of
net partnership income allocated to date in accordance with the provisions of the TWE partnership agreement
F -108
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
and the right to be allocated additional partnership income which, together, provides for the various priority
capital rates of return as specified in the table below. The sum of Undistributed Contributed Capital and the
undistributed priority capital return is referred to herein as "Cumulative Priority Capital." Cumulative Priority
Capital is not necessarily indicative of the fair value of the underlying priority capital interests principally due
to above-market rates of return on certain priority capital interests as compared to securities of comparable
credit risk and maturity, such as the 13.25% rate of return on the Series B Capital interest owned by the Time
Warner General Partners. Furthermore, the ultimate realization of Cumulative Priority Capital could be
affected by the fair value of TWE, which is subject to fluctuation.
A summary of the priority of Undistributed Contributed Capital, ownership of Undistributed Contributed
Capital and Cumulative Priority Capital at December 31, 1998 and priority capital rates of return thereon is
set forth below:
Priority Time Limited Partners
Undistributed Cumulative Capital Warner
Priority of Undistributed Contributed Priority Rates of General Time
Contributed Capital Capital(a) Capital Return (b) Partners Warner MediaOne
(billions) (ownership %)
Senior Capital . . . . . . . . . . . . . . $0.5 $ 0.6 8.00% 100.00%
Series A Capital . . . . . . . . . . . . 5.6 12.8 13.00% 63.27% 11.22% 25.51%
Series B Capital ........... . 2.9(d) 6.8 13.25% 100.00%
Residual Capital ............ 3.3(d) 3.3(c) - (c) 63.27% 11.22% 25.51%
(a) Excludes partnership income or loss allocated thereto.
(b) To the extent income allocations are concurrently distributed, the priority capital rates of return on the Series A Capital and Series B
Capital are II % and 11.25%, respectively.
(c) Residual Capital is not entitled to stated priority rates of return and, as such, its Cumulative Priority Capital is equal to its
Undistributed Contributed Capital. However, in the case of cenain events such as the liquidation or dissolution of TWE, Residual
Capital is entitled to any excess of the then fair value of the net lISSCts of TWE over the aggregate amount of Cumulative Priority
Capital and special tax allocations.
(d) The Undistributed Contributed Capital relating to the Series B Capital has priority over the priority returns on the Series A Capital.
The Undistributed Contributed Capital relating to the Residual Capital has priority over the priority returns on the Series B Capital
and the Series A Capital.
Because Undistributed Contributed Capital is generally based on the fair value of the net assets that each
partner initially contributed to the partnership, the aggregate of such amounts is significantly higher than
TWE's partners' capital as reflected in the consolidated financial statements, which is based on the historical
cost of the contributed net assets. For purposes of allocating partnership income or loss to the partners,
partnership income or loss is based on the fair value of the net assets contributed to the partnership and results
in significantly less partnership income, or results in partnership losses, in contrast to the net income reported
by TWE for financial statement purposes, which is also based on the historical cost of contributed net assets.
Under the TWE partnership agreement, partnership income, to the extent earned, is first allocated to the
partners' capital accounts so that the economic burden of the income tax consequences of partnership
operations is borne as though the partnership were taxed as a corporation ("special tax allocations"). After
any special tax allocations, partnership income is allocated to the Senior Capital, Series A Capital and
Series B Capital, in order of priority, at rates of return ranging from 8% . to 13.25% per annum, and finally to
the Residual Capital. Partnership losses generally are allocated first to eliminate prior allocations of
partnership income to, and then to reduce the Undistributed Contributed Capital of, the Residual Capital,
Series B Capital and Series A Capital, in that order, then to reduce the Time Warner General Partners' Senior
Capital, including partnership income allocated thereto, and finally to reduce any special tax allocations. To
the extent partnership income is insufficient to satisfy all special allocations in a particular accounting period,
the right to receive additional partnership income necessary to provide for the various priority capital rates of
F-I09
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
return is carried forward until satisfied out of future partnership income, including any partnership income that
may result from any liquidation, sale or dissolution of TWE.
The Series B Capital owned by subsidiaries of Time Warner may be increased if certain operating
performance targets are achieved over a ten-year period ending on December 31, 2001, although it does not
appear likely at this time that such targets will be achieved. In addition, MediaOne has an option to obtain up
to an additional 6.33% of Series A Capital and Residual Capital interests, depending on cable operating
performance. The option is exercisable at any time through May 2005 at a maximum exercise price of $1.25
billion to $1.8 billion, depending on the year of exercise. Either MediaOne or TWE may elect that the exercise
price be paid with partnership interests rather than cash.
Capital Distributions
Distributions and loans to the partners are subject to partnership and credit agreement limitations.
Generally, TWE must be in compliance with the cash flow coverage and leverage ratios, restricted payment
limitations and other credit agreement covenants in order to make such distributions or loans.
In 1998 and 1997, the Time Warner General Partners received $579 million and $535 million,
respectively, of distributions from TWE relating to their Senior Capital interests (representing the return of
$455 million of contributed capital in each period and the distribution of $124 million and $80 million,
respectively, of priority capital return), which, when taken together with a $366 million distribution in 1995
(representing a portion of the priority capital return) increased the cumulative cash distributions received
from TWE on such interests to $1.5 billion. The Time Warner General Partners' remaining $603 million
Senior Capital interests and any undistributed partnership income allocated thereto (based on an 8% annual
rate of return) are required to be distributed on July 1, 1999.
TWE reimburses Time Warner for the amount by which the market price on the exercise date of Time
Warner common stock options exercised by employees of TWE exceeds the exercise price or, with respect to
options granted prior to the TWE capitalization, the greater of the exercise price and $13.88, the market price
of the common stock at the time of the TWE capitalization on June 30, 1992 ("Stock Option Distributions").
TWE accrues Stock Option Distributions and a corresponding liability with respect to unexercised options
when the market price of Time Warner common stock increases during the accounting period, and reverses
previously accrued Stock Option Distributions and the corresponding liability when the market price of Time
Warner common stock declines. Stock Option Distributions are paid when the options are exercised. At
December 31, 1998 and 1997, TWE had recorded a liability for Stock Option Distributions of $1.l30 billion
and $417 million, respectively, based on the unexercised options and the market prices at such dates of $62.06
and $31.00, respectively, per Time Warner common share. This liability reflects the accrual of $973 million
and $399 million of Stock Option Distributions in 1998 and 1997, respectively, when the market price of Time
Warner common stock increased during such periods, and the reversal of $16 million of previously accrued
Stock Option Distributions in 1996 when the market price of Time Warner common stock declined. TWE
paid Stock Option Distributions to Time Warner in the amount of $260 million in 1998, $75 million in 1997
and $13 million in 1996.
Cash distributions are required to be made to the partners to permit them to pay income taxes at statutory
rates based on their allocable taxable income from TWE ("Tax Distributions"), including any taxable income
generated by the Beneficial Assets, subject to limitations referred to herein. The aggregate amount of such Tax
Distributions is computed generally by reference to the taxes that TWE would have been required to pay if it
were a corporation. Tax Distributions are paid to the partners on a current basis. TWE paid Tax Distributions
to the Time Warner General Partners in the amount of $314 million in 1998, $324 million in 1997 and $215
million in 1996.
In addition to Stock Option Distributions, Tax Distributions and Senior Capital Distributions, quarterly
cash distributions may be made to the partners to the extent of excess cash, as defined in the TWE partnership
F-110
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
agreement. Such cash distributions will generally be made on a priority and pro rata basis with respect to each
partner's interest in the Series A Capital, Series B Capital and Residual Capital. However, cash distributions
to the Time Warner General Partners with respect to their Series A Capital and Residual Capital interests will
be deferred until the limited partners receive aggregate distributions (excluding Tax Distributions) of
approximately $800 million. Similarly, cash distributions with respect to the Time Warner General Partners'
Series B Capital interest will be deferred until the limited partners receive aggregate distributions of $1.6
billion. If any such deferral occurs, a portion of the corresponding partnership income allocations with respect
to such deferred amounts will be made at a rate higher than otherwise would have been the case. As of
December 31, 1998, no cash distributions have been made to the limited partners. In addition, if a division of
TWE or a substantial portion thereof is sold, the net proceeds of such sale, less expenses and proceeds used to
repay outstanding debt, will be required to be distributed with respect to the partners' partners~ip interests.
Similar distributions are required to be made in the event of a financing or refinancing of debt. Subject to any
limitations on the incurrence of additional debt contained in the TWE partnership and credit agreements, and
the Indenture, TWE may borrow funds to make distributions.
In addition, in connection with the Time Warner Telecom Reorganization, TWE recorded a $191 million
noncash distribution to its partners based on the historical cost of the net assets (Note 2).
9. STOCK OPTION PLANS
Time Warner has various stock option plans under which Time Warner may grant options to purchase
Time Warner common stock to employees of Time Warner and TWE. Such options have been granted to
employees of TWE with exercise prices equal to, or in excess of, fair market value at the date of grant.
Accordingly, in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees" and related interpretations, no compensation cost has been recognized by Time Warner, nor
charged to TWE, related to such stock option plans. Generally, the options become exercisable over a three-
year vesting period and expire ten years from the date of grant. Had compensation cost for Time Warner's
stock option plans been determined based on the fair value at the grant dates for all awards made subsequent
to 1994 consistent with the method set forth under FASB Statement No. 123, "Accounting for Stock-Based
Compensation" ("FAS 123"), TWE's allocable share of compensation cost would have decreased its net
income to the pro forma amounts indicated below:
Years Ended December 31,
1998 1997 1996
(millions)
Net income:
As reported. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pro forma .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$326
$285
$614
$584
$210
$193
F AS 123 is applicable only to stock options granted subsequent to December 31, 1994. Accordingly, since
TWE's compensation expense associated with such grants would generally be recognized over a three-year
vesting period, the initial impact of applying F AS 123 on pro forma net income for 1996 is not comparable to
the impact on pro forma net income for 1998 and 1997, when the pro forma effect of the three-year vesting
period has been fully reflected.
For purposes of applying FAS 123, the fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted-average assumptions used for
grants to TWE employees in 1998, 1997 and 1996: dividend yields of 0.5%, 1 % and 1 %, respectively; expected
volatility of 21.7%,22.2% and 21.7%, respectively; risk-free interest rates of 5.5%,6.3% and 5.7%, respectively;
and expected lives of 5 years in all periods.
F-lll
TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In December 1998, Time Warner completed a two-for-one common stock split. Accordingly, the
following stock option information for all prior periods has been restated to give effect to this stock split.
The weighted average fair value of an option granted to TWE employees during the year was $11.03,
$6.09 and $5.22 for the years ended December 31, 1998, 1997 and 1996, respectively. In 1996, Time Warner
granted options to certain TWEexecutives at exercise prices exceeding the market price of Time Warner
common stock on the date of grant. These above-market options had a weighted average exercise price and
fair value of $24.26 and $3.41.
A summary of stock option activity with respect to employees of TWE is as follows:
Balance at January I, 1996 ... . .. .. . . ......... .. . ... " ... . . . . .. . . .
. Granted .......................................................
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted .......................................................
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted .......................................................
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-
Thousands Average
of Exercise
Shares Price
57,069 $16.63
9,021 21.24
(2,485) 14.34
(2,983 ) 15.68
60,622 $1 7.46
7,839 20.68
(7,045) 14.37
(2,412) 16.76
59,004 $18.28
5,767 37.82
(15,957) 16.42
(1,073 ) 14.36
47,741 $21.35
(a) Includes all options cancelled and forfeited during the year, as well as options related to employees who have been transferred out of
and into TWE to and from other Time Warner divisions.
December 31,
1998 1997 1996
( thousands)
Exercisable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 33,370 43,022 45,544
F-112
,.
v
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table summarizes information about stock options outstanding with respect to employees of
TWE at December 31, 1998:
Options Outstanding Options Exercisable
Weighted-
Avenge Weighted- Weighted-
Number Remaining A yerage Number A yerage
Outstanding Contractual Exercise Exercisable Exercise
Range of Exercise Prices at 12/31/98 Ufe Price at 12/31/98 Price
(thousands) (thousands)
Under $10. . . . . . . . . . . . . . . . . 374 1.1 years $ 8.37 374 $ 837
$10.00 to $15.00. . . . . . . . . . . . 5,183 2.8 years $12.54 5,183 $12.54
$15.01 to $20.00. . . . . . . . . . . . 17,035 5.2 years $18.34 13,433 $18.21
$20.01 to $30.00.. . . . . . . . . . . 19,254 5.7 years $21.66 14,329 $21.46
$30.01 to $45.00. .. . . . . . . . . . 4,582 9.0 years $34.70 51 $30.28
$45.01 to $52.39.. . . . . . . . . . . 1,313 9.1 years $47.82
Total...................... 47,741 5.6 years $21.35 33,370 $18.63
TWE reimburses Time Warner for the use of Time Warner stock options on the basis described in
Note 8.
10. BENEFIT PLANS
TWE and its divisions have defined benefit pension plans covering substantially all domestic employees.
Pension benefits are based on formulas that reflect the employees' years of service and compensation levels
during their employment period. Time Warner's common stock represents approximately 12% and 7% of plan
assets at December 31,1998 and 1997, respectively. A summary of activity for TWE's defined.benefit pension
plans is as follows:
Components of Pension Expense
Service cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost ..................................................
Expected return on plan assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net amortization .and deferral ...................................
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
1998 1997 .1996
(millions) -...~
$.42
36
(35)
$ 33
31
(26) ..
$ 33
28
(23)
3
$ 41
$ 43
$ 38
F-I13
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Change in Projected Benefit Obligation
Projected benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost ................ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Projected benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in Plan Assets
Fair value of plan assets at beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contribution. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets at end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unfunded projected benefit obligation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add" al .. l' bU' (a)
ltion nunlmum la lty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized actuarial loss (gain) ......................................
Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . .
Accrued pension f.xpense ..............................................
December 31,
1998 1997
(millions)
$ 461 $359
42 33
36 31
61 48
~) -1!Q)
586 461
364 284
112 71
18 19
~) -1!Q)
480 364
(106) (97)
(4) (10)
(10) 3
5 8
-
$(115) $(96)
(a) The additional minimum liability is offset fully by a corresponding intangible asset recognized in the consolidated balance sheet.
December 31,
1998 1997 1996
Weighted-Average Pension Assumptions
Discount rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets ... .. . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .
Rate of compensation increase ....................................
6.75%
9%
6%
7.25%
9%
6%
7.75%
9%
6%
Included above are projected benefit obligations and accumulated benefit. obligations for unfunded
defined benefit pension plans of $39 million and $27 million as of December 31, 1998, respectively; and $29
million and $19 million as of December 31,1997, respectively.
Certain domestic employees of TWE participate in multi-employer pension plans as to which the expense
amounted to $35 million in 1998, $29 million in 1997 and $30 million in 1996. Employees of TWE's
operations in foreign countries participate to varying degrees in local pension plans, which in the aggregate are
not significant.
Certain TWE employees also participate in Time Warner's savings and profit sharing plans, as to which
the expense amounted to $35 million in 1998, $30 million in 1997 and $28 million in 1996. Contributions to
the savings plans are based upon a percentage of the employees' elected contributions. Contributions to the
profit sharing plans are generally determined by management.
11. DERIVATIVE FINANCIAL INSTRUMENTS
TWE uses derivative financial instruments principally to manage the risk that changes in exchange rates
will affect the amount of unremitted or future license fees to be received from the sale of U.S. copyrighted
F-114
~
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
products abroad. The following is a summary of TWE's foreign currency risk management strategy and the
effect of this strategy on TWE's consolidated financial statements.
Foreign Currency Risk Management
Foreign exchange contracts are used primarily by Time Warner to hedge the risk that unremitted or
future license fees owed to TWE domestic companies for the sale or anticipated sale of U.S. copyrighted
products abroad may be adversely affected by changes in foreign currency exchange rates. As part of its overall
strategy to manage the level of exposure to the risk of foreign currency exchange rate fluctuations, Time
Warner hedges a portion of its foreign currency exposures anticipated over the ensuing twelve month period,
including those related to TWE. At December 31, 1998, Time Warner had effectively hedged approximately
half of TWE's estimated foreign currency exposures that principally relate to anticipated cash flows to be
remitted to the U.S. over the ensuing twelve month period. To hedge this exposure, Time Warner used foreign
exchange contracts that generally have maturities of three months or less, which generally will be rolled over
to provide continuing coverage throughout the year. Time Warner often closes foreign exchange sale contracts
by purchasing an offsetting purchase contract. Time Warner reimburses or is reimbursed by TWE for contract
gains and losses related to TWE's foreign currency exposure. Foreign exchange contracts are placed with a
number of major financial institutions in order to minimize credit risk.
TWE records these foreign exchange contracts at fair value in its consolidated balance sheet and the
related gains or losses on these contracts are deferred in partners' capital (as a component of comprehensive
income). These deferred gains and losses are recognized in income in the period in which the related license
fees being hedged are received and recognized in income. However, to the extent that any of these contracts
are not considered to be perfectly effective in offsetting the change in the value of the license fees being
hedged, any changes in fair value relating to the ineffective portion of these contracts are immediately
recognized in income. Gains and losses on foreign exchange contracts are generally included as a component
of interest and other, net, in TWE's consolidated statement of operations.
At December 31, 1998, Time Warner had contracts. for the sale of $755 million and the purchase of $259
million of foreign currencies at fixed rates. Of Time Warner's $496 million net sale contract position, $298
million of the foreign exchange sale contracts and $101 million of the foreign exchange purchase contracts
related to TWE's foreign currency exposure, primarily Japanese yen (29% of net contract position related to
TWE), French francs (29%), German marks (32%) and Canadian dollars (5%), compared to a net sale
contract position of $105 million of foreign currencies at December 31, 1997. TWE had deferred approxi-
mately $6 million of net losses on foreign exchange contracts at December 31, 1998, which is all expected to
be recognized in income over the next twelve months. For the years ended December 31, 1998, 1997 and 1996,
TWE recognized $2 million in losses, $14 million in gains and $6 million in gains, respectively, on foreign
exchange contracts, which were or are expected to be offset by corresponding decreases and increases,
respectively, in the dollar value of foreign currency license fee payments that have been or are anticipated to
be received in cash from the sale of U.S. copyrighted products abroad. Time Warner places foreign currency
contracts with a number of major financial institutions in order to minimize counterparty credit risk.
12. SEGMENT INFORMATION
TWE classifies its business interests into three fundamental areas: Cable Networks, consisting principally
of interests in cable television programming; Entertainment, consisting principally of interests in filmed
entertainment, television production and television broadcasting; and Cable, consisting principally of interests
in cable television systems.
Information as to the operations of TWE in different business segments is set forth below based on the
nature of the products and services offered. TWE evaluates performance based on several factors, of which the
primary financial measure is business segment operating income before noncash amortization of intangible
assets ("EBITA"). The accounting policies of the business segments are the same as those described in the
F-115
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
summary of significant accounting policies (Note 1). Intersegment sales areacc.ounted for at fair value as if
the sales were to third parties.
The operating results of TWE's cable segment reflect the TWE-A/N Transfers effective as of January 1,
1998, the Primestar Roll-up Transaction effective as of April 1 , 1998, the formation of the Road Runner Joint
Venture effective as of June 30, 1998 and the Time Warner Telecom Reorganization effective as of July 1,
1998.
Revenues
Filmed Entertainment-Warner Bros ......................
Broadcasting-The WB Network.........,........ .... .. . .
Cable Networks-HBO.. .. ....... .... ...... ...... .. .... .
Cable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intersegment elimination. . . . . . . . . . . . . . . . . ." ..' . . . . . . . . . . . .
Total ...................................."........... .
EBITA (I)
Filmed Entertainment-Warner Bros. .. . .... . . .. . . . .. . . . . .
Broadcasting-The WB Network............. ...... ... ....
Cable Networks-HBO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cable(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . . . . . . .. . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
1998 1997 1996
(millions)
$ 6,051
260
2,052
.4,378
(495)
$12,246
$ 5,462
136
1,923
4,243
(446)
$11,318
$ 5,639
87
1,763
3,851
(488)
$10,852
Years Ended December 31,
1998 1997 1996
(millions)
$498
(93)
454
1,369
$2,228
$387
(88)
391
1,184
$1,874
$367
(98)
328
917
$1,514
( 1) EB IT A represents business segment operating income before noncash amortization of intangible assets.. After deducting amortization
ofintangiple assets. TWE's business segment operating income was $1.719 billion in 1998, $1.444 billion in 1997 and $1.078 billion
in 1996.
(2) Includes net gains of approximately $90 million and $200 million recognized in 1998 and ]997, respectively, related to the sale or
exchange of certain cable .television systems.
Years Ended December 31,
1998 1997 1996
(millions) .
Depreciation of Property, Plant and. Equipment
Filmed Entertainment-Warner Bros. . . . . . . . . .., . . . . . . . . . .
Broadcasting-The WB Network.......... .............. . .
Cable Networks-HBO.. ............ ........... ....... . .
Cable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total ................................................
Amortization of Intangible Assets(1)
Filmed Entertainment-Warner Bros.. . .. . . . . . . . . . . . . . . . . .
Broadcasting-The WB Network...... ............ ....... .
Cable Networks-HBO... ........... .................. . .
Cable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total .............................................. . .
$166 $181 $158
1 1
23 22 22
737 736 619
$927 $940 $799
Years Ended December 31,
1998 1997 1996
(millions)
$129 $123 $125
3
377 307 311
$509 $430 $436
(1) Amortization includes amortization relating to all business combinations accounted for by the purchase method, including Time
Warner's $14 billion acquisition of wel in 1989 and $1.3 billion acquisition of the minority interest in A TCin 1992.
F-l16
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Information as to the assets and capital expenditures of TWE is as follows:
Assets
Filmed Entertainment-Warner Bros. . . . . . ..... . .. . .. . . . . . .
Broadcasting-The WB Network..... ................ . . . ..
Cable Networks-HBO ..................................
Cable ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate (J) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
( I) Consists principally of C'c1Sh, cash equivalents and other investments.
Capital Expenditures
Filmed Entertainment-Warner Bros. . . '" .. . . .. ..... . . . . .. ...
Broadcasting-The WB Network..... '" .. ..... . . . ... . . . ... . .
Cable Networks-HBO .................. ..... .. . . . . . . . . . . . . .
Cable (I) ..................................................
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . '.' . . . . . . '.' . .
December 31,
1998 1997 1996
(millions)
$ 8,800 $ 8,098 $ 8,057
244 113 67
1,159 1,080 997
11,314 10,771 10,202
713 669 650
$22,230 $20,731 $19,973
Years Ended December 31,
1998 1997 1996
(millions)
$ 122
1
23
1,451
6
$1,603
$ 144
1
19
1,401
$1,565
$ 340
2
29
1,348
$1,719
(]) Cable capital expenditures were funded in part through collections on the MediaOne Note Receivable in the amount of $169 million
in ]996 (Note I). The MediaOne Note Receivable was fully collected during ]996.
Information as to TWE's operations in different geographical areas is as follows:
.. .
Revenues(J)
United States. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .'. . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany ......................... .'. . . . . . . . . . . . . . . . . . .
Japan ................................................
France ...............................................
Canada. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other international . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ". . . . . . . . . . . . . . .
(I) Revenues are attributed to countries based on location of customer.
Years Ended December 31,
1998 1997 1996
(millions)
$10,167
459
263
162
163
145
887
$12,246
$ 9,086
488
284
172
152
137
999
$11,318
$ 8,718
383
374
196
143
157
881
$10,852
Because a substantial portion of TWE's international revenues is derived from the sale of U.S.
copyrighted products abroad, assets located outside the United States are not material.
13. COMMITMENTS AND CONTINGENCIES
TWE's total rent expense amounted to $218 million in 1998, $218 million in 1997 and $205 million in
1996. The minimum rental commitments under noncancellable long-term operating leases are: 1999-
$186 million; 2000-$175 million; 2001-$164 million; 2002-$155 million; 2003-$136 million; and after 2003-
$736 million.
F-117
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLID^-TED FINANCIAL STATEMENTS - (Continued)
TWE's minimum commitments and guarantees under certain programming, licensing, franchise and
other agreements aggregated approximately $6.3 billion at December 31, 1998, which are payable principally
over a five-year period.
TWE is subject to numerous legal proceedings (including certain litigation relating to Six Flags). In
management's opinion and considering established reserves, the resolution of these matters will not have a
material effect, individually and in the aggregate, on TWE's financial statements.
14. RELATED PARTY TRANSACTIONS
In the normal course of conducting their businesses, TWE units have had various transactions with Time
Warner units, generally on terms resulting from a negotiation between the affected units that in management's
view results in reasonable allocations. Employees of TWE participate in various Time Warner medical, stock
option and other benefit plans for which TWE is charged its allocable share of plan expenses, including
administrative costs. In addition, Time Warner provides TWE with certain corporate services for which TWE
paid a fee in the amount of $72 million, $72 million and $69 million in 1998, 1997 and 1996, respectively.
TWE was required to pay a $130 million advisory fee to MediaOne over a five-year period th'atended
September 15, 1998 for MediaOne's.expertise in telecommunications, telephony and information technology,
and its participation in the management and technological upgrade of TWE's cable systems.
TWE has management services agreements with Time Warner's Cable division, pursuant to which TWE
.manages, or provides services to, the cable television systems owned by Time Warner. Such cable television
systems also pay fees to TWE for the right to carry cable television programming provided by TWE's cable
networks. Similarly, TWE's cable television systems pay fees to Time Warner for the right to carry cable
television programming provided by Time Warner's cable networks.
TWE's Cable division has agreed to sell or exchange various cable television systems to MediaOne in an
effort to strengthen its geographic clustering of cable television properties.
TWE's Filmed Entertainment-Warner Bros. division has various service agreements with Time Warner's
Filmed Entertainment-TBS division, pursuant to which TWE's Filmed Entertainment-Warner Bros. division
provides certain management and distribution services for Time Warner's theatrical, television and animated
product, as well as certain services for administrative and technical support.
Time Warner's Cable Networks-TBS division has license agreements with TWE, pursuant to which the
cable networks have acquired broadcast rights to certain film and television product. In addition, Time
Warner's Music division provides home videocassette distribution services to certain TWE operations, and
certain TWE units place advertising in magazines published by Time Warner's Publishing division.
Time Warner has a credit agreement with TWE that allows it to borrow up to $400 million from TWE
through September 15, 2000. Outstanding borrowings from TWE in the amount of $400 million bear interest
at LIBOR plus 1% per annum.
In addition to transactions with its partners, TWE has had transactions with the Columbia House
Company partnerships, Comedy Partners, L.P., Time Warner Telecom, the Road Runner Joint Venture and
other equity investees of Time Warner and the Entertainment Group, generally with respect to sales of
products and services in the ordinary course of business. TWE also has distribution and merchandising
agreements with Time Warner Entertainment Japan Inc., a company owned by certain former and existing
partners of TWE to conduct TWE's businesses in Japan.
F-118
TIME WARNER ENTERTAINMENT COMPANY, LP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
15. ADDITIONAL FINANCIAL INFORMATION
Cash Flows
TWE established an asset securitization facility on December 31,1997, which effectively provides for the
accelerated receipt of up to. $500 million of cash through the year 2000 on available . licensing contracts. Assets
securitized under this facility consist of cash contracts for the licensing of theatrical and television product for
broadcast network and syndicated television exhibition, under which revenues have not been recognized
because such product is not available for telecast until a later date ("Backlog Contracts"). In connection with
this securitization facility, TWE sells, on a revolving and nonrecourse basis, certain of its Backlog Contracts
("Pooled Backlog Contracts") to a wholly owned, special purpose entity which, in turn, sells a percentage
ownership interest in the Pooled Backlog c.ontracts to a third-party, commercial paper conduit sponsored by a
financial institution.
Because the Backlog Con~cts securitized under this facility consist of cash contracts for the licensing of
theatrical and television product that have already been produced, the recognition of revenue for such
completed product is only dependent upon the commencement of the availability period for telecast under the
terms of the licensing agreements. Accordingly, the proceeds received under the program are classified as
deferred revenues in long-term liabilities in the accompanying consolidated balance sheet. Net proceeds of
approximately $166 million were received under this securitization program in 1998.
Additional financial information with respect to cash flows is as follows:
Cash payments made for interest.. .. . . . . .. . .. " . ... . . . . .. . .. . . . . .
Cash payments made for income taxes, net . . . . . . . . . . . . . . . . . . . . . . . .
Noncash capital contributions (distributions), net. . . . . . . . . . . . . . . . . . .
$537
91
973
Years Ended December 31,
1998 1997 1996
(millions)
$493
95
399
$513
74
(1)
Noncash investing and financing activities in 1998 included the Time Warner Telecom Reorganization,
the TWE-A/N Transfers, the Primestar Roll-up Transaction and the exchange of certain cable television
systems (Note 2).
Other Current Liabilities
Other current liabilities consist of:
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued compensation ..............................................
Deferred revenues ..................................................
Total .............................................................
December 31,
1998 1997
- -
(millions)
$1,395 $1,159
298 253
249 255
- -
$1,942 $1.667
F-119
REPORT OF INDEPENDENT AUDITORS
The Partners of
Time Warner Entertainment Company, L.P.
We have audited the accompanying consolidated balance sheet of Time Warner Entertainment
Company, L.P. ("TWE") as of.December 31, 1998 and 1997, and the related consolidated statements of
operations, cash flows and partnership capital for each of the three years in the period ended December 31,
1998. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These
finanCial statements and schedule" are the responsibility of TWE's management. Our responsibility is to
express an opinion on these financial statements and schedule based on our audits.
We conducted our. audits in accordance with generally accepted auditing standards. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opini(>D.
In our opinion, the financial statements referred to above present fairly, in all material respects, the .
consolidated financial position of TWE at December 31, 1998 and 1997, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended December 31, 1998, in conformity
with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
ERNST & YOUNG LLP
New York, New York
February 3, 1999
F-120
TIME WARNER ENTERTAINMENT COMPANY, LP.
SELECTED FINANCIAL INFORMATION
The selected financial information for each of the five years in the period ended December 31, 1998 set
forth below has been derived from and should be read in conjunction with the consolidated financial
statements and other financial information presented elsewhere herein. Capitalized terms are as defined and
described in such consolidated financial statements, or elsewhere herein.
The selected historical financial information for 1998 reflects (a) the TWE-A/N Transfers effective as of
January 1, 1998, (b) the Primestar Roll-up Transaction effective as of April 1, 1998, (c) the formation of the
Road Runner Joint Venture effective as of June 30, 1998 and (d) the Time Warner Telecom Reorganization
effective as of July 1, 1998. The selected historical financial information for 1995 reflects the consolidation by
TWE of TWE-A/N resulting from the formation of such partnership, effective as of April 1, 1995, and the
consolidation of Paragon effective as of July 6, 1995. The selected historical financial information gives effect
to the deconsolidation of Six Flags resulting from the disposition by TWE of a 51 % interest in Six Flags
effective as of June 23, 1995.
Years Ended December 31,
1998 1997 1996 1995 1994
(millions)
Selected Operating Statement Information
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,246 $11,318 $10,852 $ 9,517 $8,460
Depreciation and amortization. . . . . . . . . . . . . . . . (1,436) (1,370) (1,235) (1,039) (943)
Business segment operating income(J) ......... 1,719 1,444 1,078 960 848
Interest and other,net(2) .................... (965) (345) (522) (580) (587)
Income before extraordinary item. . . . . . . . . . . . . 326 637 210 97 161
Net income(3) ............................. 326 614 210 73 161
December 31,
1998 1997 1996 1995 1994
(millions)
Selected Balance Sheet Information
Cash and equivalents ...................... $ 87 $ 322 $ 216 $ 209 $ 1,071
Total assets .............................. 22,230 20,731 19,973 18,905 18,662
Debt due within one year. . . . . . . . . . . . . . . . . . . 6 8 7 47 32
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . 6,578 5,990 5,676 6,137 7,160
Preferred stock of subsidiary . . . . . . . . . . . . . . . . 217 233
Time Warner General Partners' Senior Capital. . 603 1,118 1,543 1,426 1,663
Partners' capital. . . . . . . . . . . . . . . . . . . . . . . . . . . 5,107 6,333 6,574 6,478 6,233
(]) Includes net gains of approximately $90 million and $200 million recognized in 1998 and 1997, respectively, related to the sale or
exchange of certain cable television systems.
(2) Inc]udes a charge of approximately $210 million in ]998 to reduce the carrying value of an interest in Primestar and a gain of
approximately $250 million in ] 997 related to the sale of an interest in E! Entertainment.
(3) Net income for each of the years ended December 3]. 1997 and 1995 includes an extraordinary loss on the retirement of debt of $23
million and $24 million, respectively.
F-121
TIME WARNER ENTERTAINMENT COMPANY, LP.
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Quarter
1998
1st. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . .
2nd(a) .........................................................
3rd........................................................... .
4th(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year(a)(b) ......................................................
1997
Ist(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2nd.......................................................... .
3rd........................................................... .
4th(d)(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .
year......................................................... .
Operating
Income of Net
Business Income
Revenues Segments (loss)
(millions)
$ 2,910 $ 369 $ 108
2,850 455 155
3,220 468 172
3,266 427 (109)
12,246 1,719 326
$ 2,600 $ 329 $ 320
2,728 320 82
2,855 335 81
3,135 460 131
11,318 1,444 614
(a) Operclting income includes net gains of approximately $90 million for the year relating to the sale or exchange of certain cable
television systems, of which approximately $70 million was recorded in the second quarter of 1998.
(b) Net income (loss) for the fourth quarter of 1998 includes a charge of approximately $210 million principally to reduce the carrying
value of an interest in Primestar.
(c) Net income in the first quarter of 1997 includes a gain of approximately $250 million related to the sale of an interest in
E! Entertainment.
(d) Operclting income for 1997 includes net gains of approximately $200 million for the year relating to the sale or exchange of certain
cable television systems, of which approximately $160 million was recorded in the fourth quarter of 1997.
(e) Net income for the fourth quarter of 1997 includes an extraordinary loss on the retirement of debt of $23 million.
F-122
TIME WARNER ENTERTAINMENT COMPANY, LP.
SCHEDULE n - VALUATION AND QUAUFYING ACCOUNTS
Years Ended December 31, 1998, 1997 and 1996
Description
1998:
Reserves deducted from accounts receivable:
Allowance for doubtful accounts ..................
Reserves for sales returns and allowances . . . . . . . . . . .
Total ...........................................
1997:
Reserves deducted from accounts receivable:
Allowance for doubtful accounts ..................
Reserves for sales returns and allowances . . . . . . . . . . .
Total ...........................................
1996:
Reserves deducted from accounts receivable:
Allowance for doubtful accounts ............... . . .
Reserves for sales returns and allowances. . . . . . . . . . .
Total.......................................... .
(a) Represents uncollectible receivables charged against the reserve.
(b) Represents returns or allowances applied against the reserve.
F-123
Balance at
Beginning
of Period
$218
206
$424
$195
178
$373
$196
169
$365
Additions
Charged to
Costs and
Expenses Deductions
(millions)
$144
338
$482
$113
289
$402
$ 97
278
$375
Balance
At End
of Period
$ (91)(a) $271
(309) (b) 235
$(400) $506
-
$ (90) (a) $218
~)(b) 206
$(351) $424
$ (98) (a) $195
(269) (b) 178
$(367) $373
Exhibir
Number
3.(i)(a)
3.(i) (b)
3.(i) (c)
3. (i)(d)
3.(i) (e)
3. (i)(f)
3.(i) (g)
3. (i) (h)
EXHIBIT INDEX
Description
Restated Certificate of Incorporation of the Registrant as filed with the Secretary
of State of the State of Delaware on October 10, 1996 (which is incorporated
herein by reference to Exhibit 4.3 to the Registrant's Post-Effective Amendment
No.1 on Form S-8 to the Registrant's Registration Statement on Form S-4 filed
with the Commission on October 11, 1996 (Registration No. 333-11471) (the
"S-8 Registration Statement")).
Certificate of Increase of the Number of Shares of Series Common Stock of .the
Registrant Designated as Series LMCN- V Common Stock as filed with the
Secretary of State of the State of Delaware on August 13, 1997 (which is
incorporated herein by reference to Exhibit 3.(i)(b) to the Registrant's Quarterly
Report on Form 100Q for the quarter ended September 30, 1997).
Certificate of Amendment of Restated Certificate of Incorporation of the
Registrant as filed with the Secretary of State of the State of Delaware on
May 19, 1997 (which is incorporated herein by reference to Exhibit 3.(i)(c) to
the Registrant's Quarterly Report on Form IO-Q for the quarter ended June 30,
1997 (the "June 1997 Form 100Q")).
Certificate of Amendment of Restated Certificate of Incorporation of the
Registrant as filed with the Secretary of State of the State of Delaware on
October 10, 1996 (which is incorporated herein by reference to Exhibit 4.4 to the
Registrant's S-8 Registration Statement).
Certificate of the Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series LMC Common Stock of the Registrant as filed
with the Secretary of State of the State of Delaware on October 10, 1996 (which
is incorporated herein by reference to Exhibit 4.5 to the Registrant's S-8
Registration Statement).
Certificate of the Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series LMCN- V Common Stock of the Registrant as filed
with the Secretary of State of the State of Delaware on October 10, 1996 (which
is incorporated herein by reference to Exhibit 4.6 to the Registrant's S-8
Registration Statement).
Certificate of the Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series A Participating Cumulative Preferred Stock of the
Registrant as filed with the Secretary of State of the State of Delaware on
October 10, 1996 (which is incorporated herein by reference to Exhibit 4.7 to the
Registrant's S-8 Registration Statement).
Certificate of the Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series D Convertible Preferred Stock of the Registrant as
filed with the Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.8 to the Registrant's S-8
Registration Statement).
Sequential
Page
Number
*
*
*
*
*
*
*
*
Exhibit
Number
3. (i) (i)
3. (i) U)
3.(i) (k)
3. (i) (1)
3. (i) (m)
3. (i) (n)
3.(i) (0)
3.(i) (p)
Description
Certificate of the Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series E Convertible Preferred Stock of the Registrant as
filed with the Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.9 to the Registrant's S-8
Registration Statement).
Certificate of Correction of the Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series E Convertible
Preferred Stock of the Registrant as filed with the Secretary of State of the State
of Delaware on November 13, 1996 (which is incorporated herein by reference to
Exhibit 3.i(h) to the Registrant's Annual Report on Form 100K for the year ended
December 31, 1996 (the "1996 Form 10-K")).
Certificate of the Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series F Convertible Preferred Stock of the Registrant as
filed with the Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.10 to the Registrant's S-8
Registration Statement).
Certificate of Correction of the Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series F Convertible
Preferred Stock of the Registrant as filed with the Secretary of State of the State
of Delaware on November 13, 1996 (which is incorporated herein by reference to
Exhibit3.(i)U) of the Registrant's 1996 Form 100K).
Certificate of Elimination of the Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional or Other Special Rights and
Qualifications, Limitations or Restrictions Thereof, of Series G Convertible
Preferred Stock of the Registrant as filed with the Secretary of State of the State
of Delaware on March 18, 1999.
Certificate of the Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series G Convertible Preferred Stock of the Registrant as
filed with the Secretary of State of the State of De!aware on October 10, 1996
(which is in~orporated herein by reference to Exhibit 4.11 to the Registrant's S-8
Registration Statement).
Certificate of Elimination of the Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional or Other Special Rights and
Qualifications, Limitations or Restrictions Thereof, of Series H Convertible
Preferred Stock of the Registrant as filed with the Secretary of State of the State
of Delaware on March 18, 1999.
Certificate of the Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series H Convertible Preferred Stock of the Registrant as
filed with the Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.12 to the Registrant's S-8
Registration Statement).
ii
Sequential
Page
Number
*
*
*
*
*
*
3.(i)(q)
3.(i) (r)
3. (i)(s)
3.(i) (t)
3. (ii)
4.1
4.2
4.3
4.4
4.5
Exhibit
Number
Description
Certificate of the Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series I Convertible Preferred Stock of the Registrant as
filed with the Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.13 to the Registrant's S-8
Registration Statement).
Certificate of the Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series J Convertible Preferred Stock of the Registrant as
filed with the Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.14 to the Registrant's S-8
Registration Statement).
Certificate of Elimination of the Voting Powers, Designations, Preferences and
Relative, Participating, Optional or Other Special Rights, and Qualifications,
Limitations or Restrictions Thereof, of 10IJ4% Series M Exchangeable Preferred
Stock of the Registrant as filed with the Secretary of State of the State of
Delaware on March 18, 1999.
Certificate of the Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of 1014% Series M Exchangeable Preferred Stock of the
Registrant as filed with the Secretary of State of the State of Delaware on
October 10, 1996 (which is incorporated herein by reference to Exhibit 4.15 to the
Registrant's S-8 Registration Statement).
By-laws of the Registrant as of November 19, 1998.
Rights Agreement (the "Rights Agreement") dated as of October 1 0, 1996
between the Registrant and ChaseMellon Shareholder Services L.L.C.
("ChaseMellon") (which is incorporated herein by reference to Exhibit 4.17 to
the Registrant's S-8 Registration Statement).
Amendment No. 1 to the Rights Agreement dated as of December 15, 1998
between the Registrant and ChaseMellon.
Amendment No.2 to the Rights Agreement dated as of January 21, 1999 between
the Registrant and ChaseMellon.
Indenture dated as of June 1, 1998 among the Registrant, Time Warner
Companies, Inc. ("TWCI"), Turner Broadcasting System, Inc. ("TBS") and The
Chase Manhattan Bank, as Trustee ("Chase Manhattan") (which is incorporated
herein by reference to Exhibit 4 to the Registrant's Quarterly Report on
Form IO-Q for the period ended June 30, 1998).
Indenture dated as of April 30, 1992, as amended by the First Supplemental
Indenture, dated as of June 30, 1992, among Time Warner Entertainment
Company, L.P. ("TWE"), TWCI, certain of TWCI's subsidiaries that are parties
thereto and The Bank of New York ("BONY"), as Trustee (which is
incorporated herein by reference to Exhibits lO(g) and lO(h) to TWCI's Current
Report on Form 8-K dated July 14, 1992 (File No. 1-8637) ("TWCI's July 1992
Form 8-K")).
1lI
Sequential
Page
Number
*
*
*
*
*
*
Exhibit
Number
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
Description
Second Supplemental Indenture, dated as of December 9, 1992, among TWE,
TWCI, certain of TWCI's subsidiaries that are parties thereto and BONY, as
Trustee (which is incorporated herein by reference to Exhibit 4.2 to Amendment
No. 1 to TWE's Registration Statement on Form S-4 (Registration No. 33-67688)
filed with the Commission on October 25, 1993 ("TWE's 1993 Form S-4")).
Third Supplemental Indenture, dated as of October 12, 1993, among TWE,
TWCI, certain of TWCI's subsidiaries that are parties thereto and BONY, as
Trustee (which is incorporated herein by reference to Exhibit 4.3 to TWE's 1993
Form S-4).
Fourth Supplemental Indenture, dated as of March 29, 1994, among TWE,
TWCI, certain of TWCI's subsidiaries that are parties thereto and BONY, as
Trustee (which is incorporated herein by reference to Exhibit 4.4 to TWE's
Annual Report on Form lO-K for the year ended December 31, 1993
(File No. 1-12259) ("TWE's 1993 Form 100K")).
Fifth Supplemental Indenture, dated as of December 28, 1994, among TWE,
TWCI, certain of TWCI's subsidiaries that are parties thereto and BONY, as
Trustee (which is incorporated herein by reference to Exhibit 4.5 to TWE's
Annual Report on Form 100K for the year ended December 31, 1994
(File No. 1-12259)).
Sixth Supplemental Indenture, dated as of September 29, 1997, among TWE,
TWCI, certain of TWCI's subsidiaries that are parties thereto and BONY, as
Trustee (which is incorporated herein by reference to Exhibit 4.7 to the
Registrant's Annual Report on Form lO-K for the year ended December 31, 1997
(the "1997 Form 10-K)).
Seventh Supplemental Indenture, dated as of December 29, 1997, among TWE,
TWCI, certain of TWCI's subsidiaries that are parties thereto and BONY, as
Trustee (which is incorporated herein by reference to Exhibit 4.7 to the
Registrant's 1997 Form 10-K).
Indenture dated as of January 15, 1993 between TWCI and Chase Manhattan, as
Trustee (which is incorporated herein by reference to Exhibit 4.11 to TWCI's
Annual Report on Form 100K for the year ended December 31, 1992 (File
No. 1-8637)).
First Supplemental Indenture dated as of June 15, 1993 between TWCI and
Chase Manhattan, as Trustee (which is incorporated herein by reference to
Exhibit 4 to TWCI's Quarterly Report on Form lO-Q for the quarter ended
June 30,1993 (File No. 1-8637)).
Second Supplemental Indenture dated as of October 10, 1996 among the
Registrant, TWCI and Chase Manhattan, as Trustee (which is incorporated herein
by reference to Exhibit 4.1 to TWCI's Quarterly Report on Form lO-Q for the
quarter ended September 30, 1996).
Third Supplemental Indenture dated as of December 31, 1996 among the
Registrant, TWCI and Chase Manhattan, as Trustee (which is incorporated herein
by reference to Exhibit 4.10 to the Registrant's 1996 Form lO-K).
IV
Sequential
Page
Number
*
*
*
*
*
*
*
*
*
*
Exhibit
Number
4.16
4.17
4.18
4.19
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
Description
Fourth Supplemental Indenture dated as of December 17, 1997 among the
Registrant, TWCI, Turner Broadcasting System, Inc. ("TBS") and Chase
Manhattan, as Trustee (which is incorporated herein by reference to Exhibit 4.4 to
the Registrant's, TWCI's and TBS's Registration Statement on Form S-4
(Registration Nos. 333-45703, 333-45703-02 and 333-45703-01) filed with the
Commission on February 5, 1998 (the "1998 Form S-4").
Fifth Supplemental Indenture dated as of January 12, 1998 among the Registrant,
TWCI, TBS and Chase Manhattan, as Trustee (which is incorporated herein by
reference to Exhibit 4.5 to the Registrant's, TWCI's and TBS's 1998 Form S-4).
Sixth Supplemental Indenture dated as of March 17, 1998 among the Registrant,
TWCI, TBS and Chase Manhattan, as Trustee (which is incorporated herein by
reference to Exhibit 4.15 to the Registrant's 1997 Form IO-K).
Trust Agreement dated as of April 1, 1998 among the Registrant, as Grantor and
U.S. Trust Company of California, N.A., as Trustee (which is incorporated herein
by reference to Exhibit 4.16 to the Registrant's 1997 Form lQ-K).
Time Warner 1986 Stock Option Plan, as amended through March 20, 1997
(which is incorporated herein by reference to Exhibit 10.1 to the Registrant's 1997
Form lQ-K).
1988 Stock Incentive Plan of Time Warner Inc., as amended through March 20,
1997 (which is incorporated herein by reference to Exhibit 10.2 to the Registrant's
1997 Form lQ-K).
Time Warner 1989 Stock Incentive Plan, as amended through March 20, 1997
(which is incorporated herein by reference to Exhibit 10.3 to the Registrant's 1997
Form 10-K).
Time Warner 1994 Stock Option Plan, as amended through November 19, 1998.
Time Warner Corporate Group Stock Incentive Plan, as amended through
March 20, 1997 (which is incorporated herein by reference to Exhibit 10.5 to the
Registrant's 1997 Form lQ-K).
Time Warner 1997 Stock Option Plan (which is incorporated herein by reference
to Annex A to the Registrant's definitive Proxy Statement dated March 28, 1997
used in connection with the Registrant's 1997 annual meeting of stockholders).
Time Warner 1988 Restricted Stock Plan for Non-Employee Directors, as
amended through November 18, 1993 (which is iacorporated herein by reference
to Exhibit 10.8 of TWCI's Annual Report on Form IO-K for the year ended
December 31,1993 (File No. 1-8637) ("TWCI's 1993 Form 10-K")).
Time Warner 1996 Stock Option Plan for Non-Employee Directors (which is
incorporated herein by reference to Annex A to TWCI's definitive Proxy
Statement dated March 29, 1996 used in connection with TWCI's 1996 Annual
Meeting of Stockholders).
Deferred Compensation Plan for Directors of Time Warner, as amended through
November 18, 1993 (which is incorporated herein by reference to Exhibit 10.9 to
TWCI's 1993 Form lQ-K (File No. 1-8637)).
Time Wamer Retirement Polan for Outside Directors, as amended through May 16,
1996 (which is incorporated herein by reference to Exhibit 10.9 to the Registrant's
1996 Form 10-K).
v
Sequential
Page
Number
*
*
*
*
*
*
*
*
*
*
*
*
*
Exhibit
Number
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
Description
Amended and Restated Time Warner Inc. Annual Bonus Plan for Executive
Officers (which is incorporated herein by reference to Annex A to TWCl's
definitive Proxy Statement dated March 30, 1995 used in connection withTWCl's
1995 Annual Meeting of Stockholders).
Time Warner Inc. Deferred Compensation Plan (which is incorporated herein by
reference to Exhibit 4 to the Registrant's Registration Statement on Form S-8
filed with the Commission on December 18, 1998 (Registration No. 333-69161)).
Amended and Restated Employment Agreement effective as of January I, 1998,
as amended December 2, 1998, between the Registrant and Gerald M. Levin.
Amended and Restated Employment Agreement effective as of January I, 1998,
as amended December 15, 1998, between the Registrant and R.E. Turner
("Turner").
Amended and Restated Employment Agreement effective as of January I, 1999,
between the Registrant and Richard D. Parsons.
Amended and Restated Employment Agreement effective as of January I, 1998,
as amended December 2, 1998, between the Registrant and Peter R. Haje.
Amended and Restated Employment Agreement effective as of January 1, 1999,
between the Registrant and Richard J. Bressler.
Amended and Restated Employment Agreement effective as of April 1, 1998, as
amended December 2, 1998, between the Registrant and Timothy A. Boggs.
Amended and Restated Employment Agreement effective as of April 1, 1998, as
amended December 2, 1998, between the Registrant and John A. LaBarca.
Employment Agreement effective as of January II, 1999, between the Registrant
and Andrew J. Kaslow.
Second Amended and Restated LMC Agreement dated as of September 22, 1995
among TWCI, Liberty Media Corporation ("LMC"), TCI Turner Preferred, hic.
("TCITP"), Communication Capital Corp. ("CCC") and United Cable Turner
Investment, Inc. (which is incorporated herein by reference to Exhibit 10(a) to
TWCI's Current Report on Form 8-K dated September 6, 1996 ("TWCI's
September 1996 Form 8-K")).
Agreement Containing Consent Order dated August 14, 1996 among TWCI, TBS,
Tele-Communications, Inc., LMC and the Federal Trade Commission (which is
incorporated herein by reference to Exhibit 2(b) to TWCI's September 1996
Form 8-K).
Stockholders' Agreement dated as of October 10, 1996 among the Registrant,
Turner, TCITP, Liberty Broadcasting Inc. CCC, Turner Outdoor Inc. ("Turner
Outdoor") and Turner Partners, L.P. ("Turner's Partners") (which is incorporated
herein by reference to Exhibit 10.22 to the Registrant's 1996 Form IO-K).
Investors Agreement (No. I) dated as of October 10, 1996 among the Registrant,
Turner, Turner Outdoor and Turner Partners (which is incorporated herein by
reference to Exhibit 10.23 to the Registrant's 1996 Form IO-K).
Investors Agreement (No.2) dated as of October 10, 1996 among the Registrant,
Turner Foundation, Inc. ("Turner Foundation") and Robert E. Turner Charitable
Remainder Unitrust No.2 ("Turner Trust") (which is incorporated herein by
reference to Exhibit 10.24 to the Registrant's 1996 Form 10-K).
vi
Sequential
Page
Number
*
*
*
*
*
*
*
Exhibit
Number
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
Description
Registration Rights Agreement dated as of October 10, 1996 among the
Registrant, Turner, Turner Outdoor, Turner Foundation, Turner Trust and Turner
Partners (which is incorporated herein by reference to Exhibit 10.25 to the
Registrant's 1996 Form IO-K).
Credit Agreement dated as of November 10, 1997 among the Registrant, TWCI,
TWE, TBS, Time Warner Entertainment-Advance/Newhouse Partnership
. ("TWE-A/N Partnership") and TWI Cable Inc., .as Credit Parties, Chase
Manhattan, as Administrative Agent, Bank of America National Trust and Savings
Association, BONY and Morgan Guaranty Trust Company of New York, as
Documentation and Syndication Agents and Chase Securities Inc., as Arranger
(which is incorporated herein by reference to Exhibit 10.26 to the Registrant's
1997 Form IO-K).
Agreement of Limited Partnership, dated as of October 29, 1991, as amended by
the Letter Agreement, dated February 11, 1992, and the Letter Agreement dated
June 23, 1992, among TWCI and certain of its subsidiaries, ITOCHU Corporation
("ITOCHU") and Toshiba Corporation ("Toshiba") ("TWE Partnership
Agreement, as amended") (which is incorporated herem by reference to
Exhibit (A) to TWCI's Current Report on Form 8-K dated October 29, 1991
(File No. 1-8637) and Exhibit 10(b) and lO(c) to TWCI's July 1992 Form 8-K).
Admission Agreement, dated as of May 16, 1993, between TWE and US WEST,
Inc. ("US West") (which is incorporated herein by referenCe to Exhibit lO(a) to
TWE's Current Report on Form 8-K dated May 16, 1993 (File No. 1-2878)).
Amendment Agreement, dated as of September 14, 1993, among ITOCHU,
Toshiba, TWCI, US West and certain of their respective subsidiaries, amending
the TWE Partnership Agreement, as amended (which is incorporated herein by
reference to Exhibit 3.2 to TWE's 1993 Form 100K (File No. 1-2878)).
Restructuring Agreement dated as of August 31, 1995 among TWCI, ITOCHU.
and ITOCHU Entertainment Inc. (which is incorporated herein by reference to
Exhibit 2(a) to TWCI's Current Report on Form 8-K dated August 31, 1995
("TWCI's August 1995 Form 8-K")).
Restructuring Agreement dated as of August 31, 1995 between TWCI and
Toshiba (including Form of Registration Rights Agreement, between TWCI and
Toshiba) (which is incorporated herein by reference to Exhibit 2(b) to TWCI's
August 1995 Form 8-K).
Option Agreement, dated as of September 15, 1993, between TWE and US West
(which is incorporated herein by reference to Exhibit 10.9 to TWE's 1993
Form 100K (File No. 1-2878)).
Contribution Agreement dated as of September 9, 1994 among TWE, Advance
Publications, Inc. ("Advance Publications"), Newhouse Broadcasting Corporation
("Newhouse"), Advance/Newhouse Partnership ("Advance/Newhouse"), and
TWE-AN Partnership (which is incorporated herein by reference to Exhibit lO(a)
to TWE's Current Report on Form 8-K dated September 9, 1994 ("TWE's
September 1994 Form 8-K")).
Partnership Agreement, dated as of September 9, 1994, between TWE and
Advance/Newhouse (which is incorporated herein by reference to Exhibit lO(b)
to TWE's September 1994 Form 8-K).
vii
Sequential
Page
Number
*
*
*
*
*
*
*
*
*
*
Exhibit
Number
10.36
10.37
10.38
10.39
10.40
10.41
10.42
21
23
27
99.1
99.2
99.3
Description
Letter Agreement dated April 1, 1995 among TWE, Advance/Newhouse, Advance
Publications and Newhouse (which is incorporated herein by reference to Exhibit
lO(c) to TWE's Current Report on Form 8-K dated April 1, 1995).
Amended and Restated Transaction Agreement, dated as of October 27, 1997
among Advance Publications, Advance/Newhouse, TWE, TW Holding Co. and
TWE-AN Partnership (which is incorporated herein by reference to Exhibit 99(c)
to the Registrant's Current Report on Form 8-K dated October 27, 1997).
Transaction Agreement No.. 2 dated as of June 23, 1998 among Advance
Publications, Newhouse, Advance/Newhouse, TWE, Paragon Communications
("Paragon") and TWE-AN Partnership.
Transaction Agreement No.3 dated as of September 15, 1998 among Advance
Publications, Newhouse, Advance/Newhouse, TWE, Paragon and TWE-AN
Partnership.
First Amendment to the Partnership Agreement of TWE-AN Partnership dated as
of February 12, 1998 among TWE, Advance/Newhouse and TW Holding Co.
Second Ame.ndment to the Partnership Agreement of TWE-AN Partnership dated
as of December 31, 1998 among TWE, Advance/Newhouse and Paragon.
Third Amendment to the Partnership Agreement of TWE-AN Partnership dated
as of March 1, 1999 among TWE, Advance/Newhouse and Paragon.
Subsidiaries of the Registrant.
Consent of Ernst & YoungLLP, Independent Auditors.
Financial Data Schedule.
Annual Report on Form ll-K of the Time Warner Savings Plan for the year
ended December 31, 1998 (to be filed by amendment).
Annual Report on Form 11-K of the Time Warner Thrift Plan for the year ended
December 31, 1998 (to be filed by amendment).
Annual Report on Form 11-K of the TWC Savings Plan for the year ended
December 31, 1998 (to be filed by amendment).
Sequential
Page
Number
*
*
* Incorporated by reference.
The Registrant hereby agrees to furnish to the Securities and Exchange Commission at its request copies
of long-term debt instruments defining the rights of holders of outstanding long-term debt that are not
required to be filed herewith.
viii
SUBSIDIARIES OF TIME WARNER INC.
EXHIBIT 21
Set forth below are the names of certain subsidiaries, at least 50% owned, directly or indirectly, of Time
Warner and TWE as of December 31, 1998, unless otherwise indicated. Certain subsidiaries which when
considered in the aggregate would not constitute a significant subsidiary are omitted from the list below.
Indented subsidiaries are direct subsidiaries of the company under which they are indented.
Name
TIME WARNER INC. (Registrant):
Turner Broadcasting System, Inc. ...............................
Turner Arena Productions and Sales, Inc. ......................
Atlanta Coliseum, Inc. ....................................
The Omni Promotions Management Company ................
Seats, Inc. ..............................................
Atlanta Hockey Club, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Atlanta National League Baseball Club, Inc. ...................
Hawks Basketball, Inc. ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Atlanta Hawks, L.P. ......................................
CNN Investment Company, Inc. .............................
Cable News Network LP, LLLP . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CNN Productions, Inc. ...................................
Cable News International, Inc. .............................
CNN America, Inc. ......................................
CNN Germany, Inc. .....................................
CNN Newsource Sales, Inc. .................................
Castle Rock Entertainment, Inc. ..............................
Castle Ftock Entertainment......... ...... .......... ........
Goodwill Games, Inc. ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
HB Holding Co. ...........................................
Hanna-Barbera Entertainment Co., Inc. .....................
New Line Cinema Corporation.......... . .. ....... ...........
Turner Entertainment Group, Inc. ............................
Turner Entertainment Networks, Inc. . .. . . . '" . . . . . . . . . . .. ...
Turner Entertainment Networks Asia, Inc. .................
TEN Investment Company, Inc. .. . . . . . . . . . . . . . . . . . . . . . . . .
Turner Network Television LP, LLLP . ...... . . . . ........
The Cartoon Network LP, LLLP .. . .. ...... . .. . .... ....
Turner Classic Movies LP, LLLP .. ... . ..... . .. . . .... ...
TNT Productions, Inc. ................................
Superstation, Inc. ......................................
Turner Original Productions, Inc. .......................
Turner Home Entertainment, Inc. ..........................
Turner Learning, Inc. ...................................
Turner Publishing, Inc. . . . . . .. . .. . . . . . . . . . . . . . . . . .. .. . . . .
Turner Pictures Group, Inc. . . . .. . . . . . . . . . . . . . . . . . . . . . .. . . . .
Turner Entertainment Co. ...............................
Percentage
OwBed by
Immediate
Parent
100
100
100
100
100
100
100
100
100
100
100 (1)
100
100
100
100
100
100
100 (2)
100
100
100
100
100
100
100
100
100 (3)
100 (3)
100 (3)
100
100
100
100
100
100
100
100
State' or Other
Jurisdiction of
I ncorporation or
Organization
Delaware
Georgia
Georgia
Georgia
Georgia
Georgia
Georgia
Georgia
Georgia
Georgia
Delaware
Delaware
Georgia
Delaware
Delaware
Georgia
Georgia
Georgia
California
Georgia
Delaware
California
Delaware
Georgia
Georgia
Georgia
Delaware
Delaware
Delaware
Delaware
Georgia
Georgia
Georgia
Georgia
Georgia
Georgia
Georgia
Georgia
Name
H-B Distribution Co. ...................................
TBS Funding Corp. ........................................
Turner Broadcasting Sales, Inc. ...................... " . . . . . . .
Turner Broadcasting System Asia Pacific, Inc. ..................
Turner Home Satellite, Inc. . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .
Turner Broadcasting System Limited ..........................
Turner International Advertising Sales Limited. . . . . . . . . . . . . . . .
Turner International Network Sales Limited . . . . . . . . . . . . . . . . . .
Turner International, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Turner Network Sales, Inc. ..................................
Turner Omni Venture, Inc. ..................................
I CC Ventures, Inc. .........................................
CNN Center Ventures... . ... .............. . .. . . .. ........
Turner Private Networks, Inc. ....................... . . . . . . ...
Turner Properties, Inc. ......................................
Turner Sports, Inc. .........................................
Turner Sports International Enterprises, Inc. .................
World Championship Wrestling, Inc. . . . . . . . .. . .. . . . . . . . . . . . . ...
Time Warner Companies, Inc. .................................
Asiaweek Limited ..........................................
Sunset Publishing Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Time International Inc. .....................................
Time Inc. (5) ..............................................
American Family Enterprises (partnership) . . . . . . . . . . . . . . . . . . .
Book-of-the-Month Club, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Entertainment Weekly, Inc. .................. . . . . . . . . . . . . . .
Little, Br.own and Company (Inc.) ..........................
Time Distribution Services, Inc. ............................
Time Customer Service, Inc. ................. . . . . . . . . . . . . . .
Time Publishing Ventures, Inc. .................. . . . . . . .. . ..
Southern Progress Corporation(6) ........................
Time Inc. Ventures. .. . . . . .. . .. . .. . . . . . . .... . . . . . . . . . ... . .
Health Publications, Inc. ................................
Hippocrates Partners (partnership) ......... . . . . . . . . . . . . .
TWC Ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Time Life Inc. ...........................................
Time-Life Customer Service, Inc. ........................
Warner Books, Inc. .......................................
Warner Publisher Services Inc. .............................
Time Warner Telecom LLC(7).. ... ... ... ..... .. . . ... . . ......
TW Service Holding I, L.P. (partnership) . . .. . .. . . . . . . . . . . . . . ..
TW Service Holding II, L.P. (partnership) .....................
TW Programming Co. (partnership) . . . . . . . . . . . . . . . . . . . . . . . . .
TW Cable Service Co. (partnership) ........................
Time Warner Connect (partnership) . . . . . . . . . . . . . . . . . . . . . . . . .
WCI Record Club Inc. .....................................
ii
Percentage
Owned by
Immediate
Parent
100
100
100
100
100
100
100
100
100
100
100
100
100 (4)
100
100
100
100
100
100
80
100
100
100
50
100
100
100
100
100
100
100
100
100
50
100
100
100
100
100
(8)
(9)
(9)
(10)
(II)
(II)
100 (12)
State or Other
Jurisdiction of
Incorporation or
Organization
Georgia
Georgia
Georgia
Georgia
Georgia
U.K.
u.K.
u.K.
Georgia
Georgia
Georgia
Georgia
Georgia
Georgia
Georgia
Georgia
Georgia
Georgia
Delaware
Hong Kong
Delaware
Delaware
Delaware
New York
New York
Delaware
Massachusetts
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Delaware
New York
New York
Delaware
Delaware
Delaware
New York
New York
New York
Delaware
Name
The Columbia House Company (partnership) . . . . . . . . . . . . . . . . .
Warner Communications Inc... . .. . " . . . . . . . .. . .. '" . . . . . . . . . .. .
Elektra Entertainment Group Inc. ............................
DC Comics (partnership) . .. . .. . . . . .. . .. . .. .. . . .. . .. . . . . . . . ..
Warner- Tamerlane Publishing Corp. ..........................
WB Music Corp. ...........................................
HBOFilm Management, Inc. ................................
NPP Music Corp. ..........................................
Warner/Chappell Music, Inc. ................................
Warner Bros. Music International Inc. '" " '" . ... . . .. . . . . ...
Warner Bros. Publications U.S. Inc. ... . . . . . . . . . . . . . . . . . . . .
New Chappell Inc.(l4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Super Hype Publishing, Inc. ...............................
Cotillion Music, Inc. ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Walden Music, Inc. ......................................
Summy-Birchard, Inc. ....................................
CPP /Belwin, Inc. ........................................
Lorimar Motion Picture Management, Inc. ............ . . . . . . . . .
E.C. Publications, Inc. ......................................
Warner Music Group Inc. ...................................
Warner Bros. Records Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
WBR/Sire Ventures Inc. ..................................
SR/MDM Venture Inc. .................................
Maverick Recording Company (partnership) . . . . . . . . . . . . . .
Atlantic Recording Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Atlantic Rhino Ventures Inc. ............................
Warner-Elektra-Atlantic Corporation. .. . ... . .. '" . . . . . . . . . . .
WEA International Inc. (15) .................................
Warner Music Canada Ltd. ................................
The Columbia House Company (Canada) (partnership)......
Warner Special Products Inc. ................................
Warner Custom Music Corp. ..............................
WEA Manufacturing Inc. ...................................
Allied Record Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Time Warner Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warner Music International Services Ltd. ....................
Time Warner UK Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warner Chappell Music Group (UK) Ltd. .................
Warner Chappell Music Limited. .. . .. . ... " . . . . .. .. . . . .
Magnet Music Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warner Music (U.K.) Limited ...........................
Ivy Hill Corporation ........................................
TWI Ventures Ltd. .........................................
American Television and Communications Corporation ("ATC") ....
TWI Cable Inc.(17) ..........................................
TW/Kblcom Inc.(l8) .................... ."..................
iii
Percentage
Owned by
Immediate
Pareat
50
100
100
50 (13)
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
50
100
100
100
100
100
50
100
100
100
100
100
100
100
100
100
100
100
100
100
100 (16)
100
100
State or Other
Jurisdiction of
Incorporation or
Organization
New York
Delaware
Delaware
New York
California
California
Delaware
Delaware
Delaware
Delaware
New York
Delaware
New York
Delaware
New York
Wyoming
Delaware
California
New York
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
New York
Delaware
Canada
Canada
Delaware
California
Delaware
California
U.K.
U.K.
U.K.
U.K.
U.K.
U'K.
U.K.
Delaware
Delaware
Delaware
Delaware
Delaware
Name
" KBL Communications, Inc. ................................
Paragon Communications (partnership) ....... . . . . . . . . . . . . .
Summit Communications Group, Inc. .........................
Summit Cable Inc. ........................................
Summit Cable Services of Georgia, Inc. .....................
..Summit Cable Services of Forsyth County, Inc. ........ . . . . . . .
TW/TAE.Holding, Inc. ................. .......................
TW/TAE, Inc. ..... ........................................
Subsidiaries of Time Warner Entertainment Company, L.P.
Time Warner Entertainment-Advance/Newhouse Partnership .........
CV of Viera Joint Venture (partnership) ........ . . . . . . .. . . . . . . . . .
" Century Venture Corporation.. . . . . . . . . ...... . .. . .. . . . . . . . . . . . . . . .
Erie Telecommunications, Inc. ...................................
Kansas City Cable Partners ................................ . . . . . .
Time Warner Cable New Zealand" Holdings Ltd. .. . . . . . . . . . . . . . . . . . .
Public Cable Company (partnership) ..............................
Queens Inner Unity Cable System ..........................,.....
Comedy Partners, L.P. (partnership) ..............................
CTV Holdings L.L.C. .. ............ ... ...... .. .... ........ ... ..,
CTV Holdings II L.L.C. ........................................
Courtroom Television Network LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DC Comics (partnership) . . . . . .. . . . . . . . .. . . . . . .. . . . . . .. . . . . . . . . . .
Quincy Jones Entertainment Company L.P. (partnership) ............
Warner Cable of Vermont Inc. ...................................
HBO Direct, Inc. ..............................................
TWE "Asia, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TW Buffer Inc. ..............................................
Warner Bros. (F.E.) .Inc. ....................................
Warner Bros. (Japan) Inc. ..................................
Warner Bros. (South) Inc. ..................................
Warner Bros. (Transatlantic) Inc. ............................
Bethel Productions Inc. ...................................
Warner Films Consolidated Inc. ..............................
Exeter Distributing Inc. ...................................
Riverside Avenue Distributing Inc. ..................... ."....
HBO Asia Holdings, L.P. (partnership) . . . . .. .... . . . . . .. . . . .. . . . . . .
HBO Pacific Partners, C.V. ....................................
Home Box Office (Singapore) Pty. Ltd. .......................
Turner/HBO Ltd. Purpose Joint Venture (partnership) . . . . . . . . . . . . . . .
Acapulco 37 S.A. de C.V. .......................................
Warner Bros. Gesellschaft mbH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Time Warner Entertainment Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Bountiful Company Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warner Bros. Studio Stores Ltd. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Percentage
Owned by
Immediate
Parent
State or Other
Jurisdiction of
Incorporation or
Organization
100
100 (19)
100
100
100
100
100
100
Delaware
Colorado
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
64.8 New York
50 Florida
50 Delaware
54.19 Pennsylvania
50 Colorado
100 (20) New Zealand
77 Maine
66.01 New York
50 New York
100 Delaware
100 Delaware
50 (21) New York
50 (13) New York
SO Delaware
100 Delaware
100 Delaware
100 Delaware
100 Delaware
100 Delaware
100 Delaware
100 Delaware
100 Delaware
100 Delaware
100 Delaware
100 Delaware
100 Delaware
100 (22) Delaware
83.33 Neth. Antiles
100 Singapore
50 (23) New York
100 Mexico
100 Austria
100 U.K.
50 UK.
100 U.K.
Name
Warner Bros. Consumer Products (UK) Ltd. . ... . . . . .. .. . . . . . . . ..
TWE Finance Limited ........................................
Warner Bros. Theatres Ltd. ....................................
Warner Bros. Distributors Ltd. .................................
LorimarTelepictures International Ltd. ........................
Warner Bros. International Television Distribution ltalia S.p.A. .,
Warner Bros. Theatres (U.K.) Limited.. . . ~. ... . .. . . . . . . . . . .. . ..
Wanier Bros. Theatres Advertising Agency Limited . . . . . . . . . . . . . .
Warner Bros. Productions Limited. . . . . . . '" . .. . . . . ...... . . . .. . . .
Warner Home Video (UK.) Limited..... '" '" ...... .., .. ......
Lorimar Distribution International (Canada) Corp. ..................
Lorimar Canada Inc. ...........................................
Productions et Editions Cinematographiques Francaises SARL (PECF)
Warner Home Video France S.A. ......................... ......
Time Warner Entertainment Australia Pty. Ltd. ....................
Lorimar Telepictures Pty. Limited. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warner Bros. (Australia) Pty. Ltd. .............................
Warner Holdings Australia Pty. Limited.. '" . .. . .. ... . .. . . . . .. . ..
Warner Bros. Properties (Australia) Pty. Ltd. ..................
Warner Bros. Theatres (Australia) Pty. Limited.. . " . .. . . . . " . ..
Warner World Australia Pty. Limited. . . . . . . . . . . . . . . . . . . . . . . . . .
Movie World Enterprises Partnership (partnership) ............
Warner Home Video Pty. Limited.. .......... ........... .... ..
Warner Bros. Video Pty. Ltd. ..............................
Warner Sea World Aviation Pty. Ltd. .........................
Sea World Aviation Partnership (partnership).. . . .. . . '" . .. . ..
Warner Sea World Investments Pty. Limited. " .. . . . . .. . . .. '" ..
Sari Lodge Pty. Limited. .... .. " . . .. . . .. . " . .. . .. . . . . . . . . . ..
Sea World Management Pty. Ltd. ..........................
Warner Sea World Operations Pty. Ltd. .......................
Sea World Enterprises Partnership (partnership) ..............
Warner Sea World Units Pty. Ltd. ............................
Time Warner Germany Holding GmbH. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Time Warner Entertainment Germany GmbH... ......... ... .....
Time Warner Entertainment Germany GmbH and Co.
Medienvertrieb OHG. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warner Bros. Movie World GmbH & Co. KG ................
Warner Bros. Deutschland Pay TV GmbH.... ............ .....
Warner Home Video GmbH.................................
Warner Home Video Spal SRO. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GWHS Grundstrucks Verwaltungs GmbH..... ........... . .....
Warner Bros. Film GmbH ...................................
Warner Bros. Film GmbH Kinobetriebe. . . . . . . . . . . . . . . . . . . . . .
Warner Bros. Film GmbH Multiplex Cinemas Mulheim .. . ... ..
Time Warner Merchandising Canada Inc. ......... ............ .....
Warner Bros. Canada Inc. .......................................
v
Percentage
Owned by
Immediate
Parent
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
50
100
100
100
50
100
50
100
100
50
100
100 (24)
100
100 (25)
60
100
100
100
100
100
100
100
100
100
State or Other
Jurisdiction of
Incorporation or
Organization
U.K.
UK.
U.K.
U.K.
u.K.
Italy
U.K.
U.K.
U.K.
U;K.
Canada
Canada
France
France
Australia
Australia
Australia
-Australia
Australia
AustraliahAustralia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Germany
Germany
Germany
Germany
Germany
Germany
Czech Republic
Germany
Germany
Germany
Germany
Canada
Canada
Name
Percentage
Owned by
Immediate
Parent
State or Other
Jurisdiction of
Incorporation or
Organization
Warner Bros. Distributing (Canada) Limited. . .. . . . . . . . . .. . . . . . . . . . 100 Canada
Warner Home Video (Canada) Ltd. .............................. 100 Canada
Warner Bros. (Africa) (Pty) Ltd. ................................ 100 So. Africa
Warner Bros. Belgium SA/NV ..... '" ......... . . . . '" .. .. . . . . . . . 100 Belgium
Warner Bros. (D) A/S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 Denmark
Warner & Metronome Films A/S ............. . .. . ........ . .. . .. 50 Denmark
Warner Bros. Theatres Denmark A/S. . . . . .. . . . . . . . .. . . . . . . . . . . . . 100 Denmark
Scala Biografome liS (partnership) ........................... 50 Denmark
Dagmar Teatret liS (partnership) ............................ 50 Denmark
Warner Bros. Film Ve Video Sanayi Ve Ticaret A.S. ................ 100 Turkey
Warner Bros. Finland OY. . .. . .. . ., . " . . . . .. .. . . . . . ., . . . . .. . . . . . . 100 Finland
Warner Bros. (Holland) B.V. .................................... 100 Netherlands
Warner Home Video (Nederland) B.V. ......................... 100 Netherlands
Warner Bros. Theatres (Holland) B.V. .......................... 100 Netherlands
Warner Bros. Holdings Sweden AB. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 Sweden
Warner Bros. (Sweden) AB. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 Sweden
Warner Home Video (Sweden) AB ............................. 100 Sweden
Warner Bros. Italia S.p.A. ....................................... 100 Italy
Warner Entertainment Italla S.r.L. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 100 Italy
Warner Bros. (Korea) Inc. ...................................... 100 Korea
Warner Bros. (Mexico) S.A. ....... . .. . ......... ... ..... .... ., .. . 100 Mexico
Warner Bros. (N.Z.) Limited. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 New Zealand
Warner Home Video (N.Z.) Limited........... ... ...... .. ... '" 100 New Zealand
Warner Bros. Norway A/S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 Norway
Warner Bros. Singapore Pte. Ltd. ................................. 100 Singapore
Warner Home Video (Ireland) Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 100 Ireland
Warner Home Video Portugal Lda. ............................... 100 Portugal
Warner-Lusomundo Sociedade Iberica de Cinemas Lda. ............. 50 Portugal
Warner Home Video Espanola S.A. ............................... 100 Spain
Warner Bros. Consumer Products S.A. .......................... 100 Spain
Warner Mycal Corporation. .. . . . . . . . . . . .. . .. . .. . . . . .. . . .. . . . ., . .. 50 Japan
Hungary Holding Co. ........................................... 100 (24) Delaware
HBO Ceska Republika, S.R.O. ................................... 100 Czech Republic
(1) TBS is the General Partner and CNN Investment Company, Inc. is the Limited Partner.
(2) TBS owns 69.31% and Castle Rock Entertainment, Inc. owns 30.69%.
(3) Turner Entertainment Networks, Inc. is the General Partner and TEN Investment Company, Inc. is the
Limited Partner. .
(4) Turner Omni Venture, Inc. owns 75% and ICC Ventures, Inc. owns 25%.
(5) The names of five subsidiaries of Time Inc. carrying on the magazine publishing business are omitted.
(6) The names of nine subsidiaries of Southern Progress Corporation carrying on the magazine or book
publishing business are omitted.
(7) The names of 13 subsidiaries of Time Warner Telecom carrying on the same alternate access operations
are omitted.
(8) Advance/Newhouse Partnership owns 19.16667%, Media One Group, Inc. owns 18.86341% and various
subsidiaries of Time Warner Companies, Inc. own the rest.
vi
(9) The General Partners ofTWE own 87.5% and TW/TAE, Inc. and Time Warner Companies, Inc. each
own 6.25% as limited partners.
(10) TWE owns 99% and TW Service Holding II, L.P. owns 1%.
(11) TW Service Holding I, L.P. owns 99% and TW Service Holding II, L.P. owns 1 %.
(12) Time Warner Companies, Inc. owns 80% and Warner Communications Inc. owns 20%.
(13) Warner Communications Inc. owns 50% and TWE owns 50%.
(14) The names of 16 subsidiaries of New Chappell Inc. carrying on substantially the same music publishing
operations in foreign countries are omitted.
(15) The names of 34 subsidiaries of WEA International Inc. carrying on substantially the same record, tape
an~ video cassette distribution operations in foreign countries are omitted.
(16) Time Warner Companies, Inc. owns 92.20%, and Warner Communications Inc. owns 7.8%.
(17) The names of 42 subsidiaries of TWI Cable Inc. carrying on the cable television business are omitted.
(18) The names of 21 subsidiaries ofTW/Kblcom Inc. carrying on the cable television business are omitted.
(19) KBL Communications Inc. owns 53.69% of Paragon Communications, ATC owns .74% and the
remaining 45.57% is owned by TWI Cable Inc. through its subsidiaries.
(20) TWE owns 99% and Time Warner Companies, Inc. owns 1%.
(21) CTV Holdings L.L.C. owns 331,3% & CTV Holdings II L.L.C. owns 16~%.
(22) TWE owns 99% and TWE Asia Inc. owns 1%.
(23) TWE owns 50% and TBS owns 50%.
(24) TWE owns 99% and HBO Direct, Inc. owns 1 %.
(25) Time Warner Entertainment Germany GmbH owns 85% and Time Warner Germany Holding GmbH
owns 15%.
vii
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference of our reports dated February 3, 1999, with respect to the
(a) consolidated financial statements, schedule and supplementary information of Time Warner Inc. and (b)
consolidated financial statements and schedule of Time Warner Entertainment Company, L.P. included in
this Annual Report on Form 10-K for the year ended December 31, 1998, in each of the following:
1. Registration Statement No. 333-11471 on Form S-4 of Time Warner Inc. (formerly named TW
Inc.);
2. Post-Effective Amendment No.1 to Registration Statement No. 333-11471 on Form S-4 filed on
Form S-8 and related prospectuses of Time Warner Inc.;
3. Post-Effective Amendment No.2 to Registration Statement No. 333-11471 on Form S-4 filed on
Form S-8 and related prospectus of Time Warner Inc.;
4. Post-Effective Amendment No.3 to Registra~on Statement No. 333-11471 on Form S-4 filed on
Form S-8 and related prospectus of Time Warner Inc.;
5. Post-Effective Amendment No.4 to Registration Statement No. 333-11471 on Form S-4 filed on
Form S-8 and related prospectus of Time Warner Inc.;
6. Post-Effective Amendment No.5 to Registration Statement No. 333-11471 on FormS-4 filed on
Form S-8 and related prospectuses of Time Warner Inc.;
7. Post-Effective Amendment No.1 to Registration Statement No. 333-14053 on FormS-8 and
related prospectus of Time Warner Inc.;
8. Registration Statement No. 333-14611 on Form S-3 of Time Warner Inc.;
9. Registration Statement No. 333-27265 on Form S-8 and related prospectus of Time Warner Inc.;
10. Registration Statement No. 333-39647 on Form S-3 of Time Warner Inc.;
11. Registration Statement No. 333-49139 on Form S-8 and related prospectus of Time Warner Inc.;
12. Registration Statement No. 333-61207 on Form S-3 of Time Warner Inc: (and Turner Broadcast-
ing System, Inc. and Time Warner Companies, Inc.) (prospectus also relates to and constitutes a
post-effective amendment to Registration Statement No. 333-44255);
13. Registration Statement No. 333-69161 on Form S-8 and related prospectus of Time Warner Inc.;
14. Registration Statement No. 33-61497 on Form S-8 and related prospectus of Time Warner
Companies, Inc.; and
15. Registration Statement No. 333-37827 on Form S-3 of Time Warner Inc. (and Registration
Statement No. 333-37827-01 of Time Warner Companies, Inc.) (prospectus also relates to and
constitutes a post-effective amendment to Registration Statement No. 333-32813).
ERNST & YOUNG LLP
New York, New York
March 25, 1999
EXHmIT 9
Time Warner Cable is the cable management arm of Time Warner Inc., and will continue as
such for AOL Time Warner Inc. As more fully described in Exhibit 8, Time Warner Inc. SEC Form
lO-K for the fiscal year ended December 31, 1998 at 1-3-4, 1-22-32, Time Warner Cable and its
affiliates own or manage cable systems serving a total of approximately 12.6 million cable subscribers,
geographically concentrated in 35 groupings of more than 100,000 subscribers each. Time Warner
Cable is one of the largest and most experienced multiple system cable operators in the United
States.
Through a network of coaxial and fiber-optic cables, Time Warner's cable television system
subscribers generally receive 70 or more channels of video programming, including local broadcast
television signals, locally produced or originated video programming, distant broadcast television
signals, advertiser-supported video programming (such as ESPN and CNN) and premium
programming services (such as HBO, Cinemax, Showtime and The Movie Channel). In some
systems, Time Warner also offers audio and other entertainment and information services.
Time Warner's record in developing technology to expand the entertainment, information and
communications options available on its cable systems is unsurpassed in the industry. The significant
achievements of Time Warner's highly regarded staffin areas oftechnical quality and innovation have
been widely recognized and have been the basis for numerous awards.
Time Warner is committed to giving its customers not only an array of entertainment and
information choices but also high quality customer service. Time Warner representatives helped to
develop the National Cable Television Association customer service standards and strive to meet and
exceed those standards.
A
Though all Time Warner cable systems may draw on the expertise of the Corporate staff, we
recognize that providing a quality product and good customer service must be accomplished locally.
The subject system will be managed by experienced and qualified personnel at the local level. The
office and technical staff who are now responsible for the management and operations of the
franchise will continue to operate as heretofore.
113377. I
,...-c....... _
~
l