10-Q 1 a31606.txt TWE COMPANY L.P. 10-Q 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, 2001, 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 001-12878 --------- TIME WARNER ENTERTAINMENT COMPANY, L.P. (Exact name of registrant as specified in its charter) Delaware 13-3666692 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) American Television and Communications Corporation Delaware 13-2922502 Warner Communications Inc. Delaware 13-2696809 (Exact name of registrant as specified in its charter) (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number)

75 Rockefeller Plaza New York, New York 10019 (212) 484-8000 (Address, including zip code, and telephone number, including area code, of each 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) has been subject to such filing requirements for the past 90 days. Yes x No --- --- TIME WARNER ENTERTAINMENT COMPANY L.P. AND TWE GENERAL PARTNERS INDEX TO FORM 10-Q

TIME WARNER ENTERTAINMENT COMPANY, L.P. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Description of Business AOL Time Warner Inc. ("AOL Time Warner") is the world's first Internet-powered media and communications company. The Company was formed in connection with the merger of America Online, Inc. ("America Online") and Time Warner Inc. ("Time Warner"), which was consummated on January 11, 2001 (the "Merger"). As a result of the Merger, America Online and Time Warner each became a wholly owned subsidiary of AOL Time Warner. A majority of AOL Time Warner's interests in the Filmed Entertainment and Cable segments, and a portion of its interests in the Networks segment, are held through Time Warner Entertainment Company, L.P. ("TWE"). AOL 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 junior priority capital. The remaining 25.51% limited partnership interests in the Series A Capital and Residual Capital of TWE are held by MediaOne TWE Holdings, Inc., a subsidiary of AT&T Corp. ("AT&T"). As part of the integration of TWE's businesses into AOL Time Warner's operating structure, management is pursuing various initiatives to enhance efficiencies. Such initiatives, some of which have already been implemented, include the consolidation of certain duplicative administrative and operational functions and the restructuring of certain under-performing assets. For additional information on the Merger and TWE's restructuring initiatives, see Notes 1 and 2, respectively, to the accompanying consolidated financial statements. TWE classifies its business interests into three fundamental areas: Cable, consisting principally of interests in cable television systems; Filmed Entertainment, consisting principally of interests in filmed entertainment and television production; and Networks, consisting principally of interests in cable television and broadcast network programming. TWE also manages the cable properties owned by AOL Time Warner and the combined cable television operations are conducted under the name of Time Warner Cable. AOL Time Warner and AT&T from time to time have engaged in discussions regarding AT&T's interest in TWE. On February 28, 2001, AT&T delivered to AOL Time Warner and TWE notice of its exercise of certain registration rights under the TWE partnership agreement. Actions pursuant to the notice were then suspended while discussions between AOL Time Warner and AT&T regarding AT&T's interest in TWE continued. AT&T, AOL Time Warner and TWE have now resumed the registration rights process that could result in the registration for public sale or the purchase by TWE of some or all of AT&T's interest in TWE. Use of EBITDA TWE evaluates operating performance based on several factors, including its primary financial measure of operating income (loss) before noncash depreciation of tangible assets and amortization of goodwill and intangible assets ("EBITDA"). TWE considers EBITDA an important indicator of the operational strength and performance of its businesses, including the ability to provide cash flows to service debt and fund capital expenditures. In addition, EBITDA eliminates the uneven effect across all business segments of considerable amounts of noncash depreciation of tangible assets and amortization of goodwill and intangible assets recognized in business combinations accounted for by the purchase method. As such, the following comparative discussion of the results of operations of TWE includes, among other factors, an analysis of changes in EBITDA. However, EBITDA should be considered in addition to, not as a 1 TIME WARNER ENTERTAINMENT COMPANY, L.P. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued) substitute for, operating income (loss), net income (loss) and other measures of financial performance reported in accordance with generally accepted accounting principles. Transactions Affecting Comparability of Results of Operations America Online-Time Warner Merger The Merger was accounted for by AOL Time Warner as an acquisition of Time Warner under the purchase method of accounting for business combinations. Under the purchase method of accounting, the estimated cost of approximately $147 billion to acquire Time Warner, including transaction costs, was allocated to its underlying net assets, including the net assets of TWE to the extent acquired, based on their respective estimated fair values. Any excess of the purchase price over estimated fair values of the net assets acquired was recorded as goodwill. As a result of the Merger and the application of the purchase method of accounting, the accompanying historical operating results and financial condition are no longer comparable to 2001. Accordingly, in order to enhance comparability and make an analysis of 2001 meaningful, the following discussion of results of operations and changes in financial condition and liquidity is based upon pro forma financial information for 2000 as if the Merger had occurred on January 1, 2000. These results also reflect reclassifications of historical operating results and segment information to conform to AOL Time Warner's financial statement presentation, as follows: o TWE's digital media results have been allocated to the business segments now responsible for managing those operations and are no longer treated as a separate reportable segment; o Income and losses related to equity-method investments and gains and losses on the sale of investments have been reclassified from operating income (loss) to other income (expense), net; and o Corporate expenses have been reclassified to selling, general and administrative costs as a reduction of operating income (loss). Other Significant Transactions and Nonrecurring Items As more fully described herein, the comparability of TWE's operating results has been affected by certain significant transactions and nonrecurring items in 2000. The operating results for the first nine months of 2000, on both a historical and pro forma basis, included (i) a pretax gain of $10 million in the first quarter relating to the partial recognition of a deferred gain on the 1998 sale of Six Flags Entertainment Corporation ("Six Flags"), (ii) a $50 million pretax charge in the second quarter relating to the Six Flags litigation, (iii) a pretax loss of $8 million in the second quarter relating to the sale or exchange of certain cable systems and investments, (iv) a net pretax investment-related gain of approximately $65 million recognized in the third quarter, principally related to additional proceeds received in the third quarter of 2000 in connection with the 1999 sale of an interest in CanalSatellite, a satellite television platform servicing France and Monaco, and (v) a noncash charge of $524 million in the first quarter shown separately in the accompanying consolidated statement of operations related to the cumulative effect of an accounting change in connection with the adoption of a new film accounting standard. 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 significant and nonrecurring items. As such, the following discussion and analysis focuses on amounts and trends adjusted to exclude the impact of these unusual items. 2 TIME WARNER ENTERTAINMENT COMPANY, L.P. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued) 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 Revenues and EBITDA by business segment are as follows:

------------------- (a) 2001 operating results reflect the impact of the America Online-Time Warner merger. In order to enhance comparability, pro forma financial information for 2000 is provided as if the Merger had occurred at the beginning of 2000, including certain reclassifications of TWE's historical operating results to conform to AOL Time Warner's financial statement presentation. TWE's historical EBITDA and operating income for the three months ended September 30, 2000 were $889 million and $516 million, respectively. TWE's historical EBITDA and operating income for the nine months ended September 30, 2000 were $2.548 billion and $1.454 billion, respectively. Three Months Ended September 30, 2001 Compared to Three Months Ended September 30, 2000 Consolidated Results TWE had revenues of $3.803 billion and a net loss of $241 million for the three months ended September 30, 2001, compared to revenues of $3.494 billion on both a pro forma and historical basis and a net loss of $315 million on a pro forma basis (net income of $248 million on a historical basis) for the three months ended September 30, 2000. As previously described, in addition to the consummation of the Merger, the comparability of TWE's operating results for the third quarter of 2000, on both a pro forma and historical basis, has been affected by the recognition of a net pretax investment-related gain of approximately $65 million, principally related to additional proceeds received in 2000 related to the 1999 sale of an interest in CanalSatellite. Revenues. TWE's revenues increased to $3.803 billion in 2001, compared to $3.494 billion on both a pro forma and historical basis in 2000. This increase was driven by an increase in subscription revenues of 13% to $1.863 billion, an increase in advertising and commerce revenues of 3% to $319 million and an increase in content and other revenues of 6% to $1.621 billion. As discussed more fully below, the increase in subscription revenues was principally due to an increase in the number of subscribers and higher subscription rates at both the Cable and Networks segments. The increase in advertising and commerce revenues was principally due to increased advertising at the Cable segment and at The WB Network. The 3 TIME WARNER ENTERTAINMENT COMPANY, L.P. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued) increase in content and other revenues was principally due to licensing arrangements for the continuing second-cycle broadcasting rights and increased first-cycle broadcasting rights for Friends at the Filmed Entertainment segment. Net Income (Loss). TWE's net loss decreased by $74 million to $241 million in 2001, compared to $315 million on a pro forma basis in 2000 (net income of $248 million on a historical basis). Excluding the effect of the nonrecurring item referred to earlier, TWE's net loss decreased by $139 million to $241 million in 2001 from $380 million on a pro forma basis in 2000. TWE's net loss decreased due to higher EBITDA and lower interest expense, offset in part by increases in depreciation expense and the absence in 2001 of a net pretax investment-related gain of approximately $65 million related to additional proceeds received in 2000 in connection with the 1999 sale of an interest in CanalSatellite. Depreciation and Amortization. Depreciation and amortization increased to $957 million in 2001 from $911 million on a pro forma basis in 2000 ($373 million on a historical basis). This increase was due to an increase in depreciation, primarily reflecting higher levels of capital spending at the Cable segment related to the roll-out of digital services over the past three years, offset in part by a decrease in amortization. Interest Expense, Net. Interest expense, net decreased to $133 million in 2001, compared to $160 million on both a pro forma and historical basis in 2000, principally as a result of lower market interest rates offset in part by higher outstanding debt levels. Other Expense (Income), Net. Other expense, net, increased to $101 million in 2001, compared to $11 million on a pro forma basis in 2000 (other income of $11 million on a historical basis), primarily due to the absence in 2001 of a net pretax investment-related gain of approximately $65 million recognized in 2000, principally related to additional proceeds received in 2000 in connection with the 1999 sale of an interest in CanalSatellite and higher losses on certain investments accounted for under the equity method of accounting. Minority Interest Expense. Minority interest expense of $69 million in 2001, was comparable to the $62 million of minority interest expense on both a pro forma and historical basis in 2000. Income Tax Provision. As a U.S. partnership, TWE is not subject to U.S. federal and state income taxation. Income and withholding taxes of $31 million in 2001 and $57 million on both a pro forma and historical basis in 2000, have been provided for the operations of TWE's domestic and foreign subsidiary corporations. Business Segment Results Cable. Revenues increased to $1.513 billion in 2001, compared to $1.288 billion in 2000. EBITDA increased to $681 million in 2001 from $614 million on a pro forma basis in 2000. Revenues increased due to a 15% increase in subscription revenues and a 42% increase in advertising and commerce revenues. The increase in subscription revenues was due to higher basic cable rates, an increase in subscribers to high-speed online services, an increase in digital cable subscribers and an increase in basic cable subscribers. The increase in advertising and commerce revenues was primarily related to a general increase in advertising sales, including advertising purchased by programming vendors to promote their channel launches. EBITDA increased principally as a result of the revenue growth, offset in part by higher programming costs related to the roll-out of digital services and programming rate increases. Filmed Entertainment-Warner Bros. Revenues increased to $1.689 billion in 2001, compared to $1.688 billion in 2000. EBITDA increased to $204 million in 2001 from $157 million on a pro forma basis in 2000. Revenues benefited from the licensing arrangements for continuing second-cycle broadcasting rights and increased first-cycle 4 TIME WARNER ENTERTAINMENT COMPANY, L.P. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued) broadcasting rights for Friends and higher DVD sales. This benefit was offset entirely from lower domestic theatrical revenues and lower revenues in the retail operations, related to the closure of Warner Bros.' Studio Stores. EBITDA benefited from the licensing of Friends, reduced losses from the closure of the Studio Store operations and reduced expenses for online development. Networks. Revenues increased to $726 million in 2001, compared to $658 million in 2000. EBITDA increased to $184 million in 2001 from $134 million on a pro forma basis in 2000. Revenues grew primarily due to an increase in subscription revenues at HBO and an increase in advertising and commerce revenues at The WB Network. For HBO, subscription revenues benefited from an increase in the number of subscribers and higher rates. For The WB Network, the increase in advertising and commerce revenues was driven by increased advertising rates and ratings in key demographic groups and the intercompany sale of advertising to other business segments of TWE. EBITDA was higher due to improved results at both HBO and The WB Network. For HBO, the increase in EBITDA was principally due to the increase in revenues and increased cost savings from HBO's overhead cost management program. For The WB Network, the EBITDA improvement was principally due to the increase in advertising and commerce revenues. Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30, 2000 Consolidated Results TWE had revenues of $10.973 billion and a net loss of $823 million for the nine months ended September 30, 2001, compared to revenues of $10.118 billion on both a pro forma and historical basis and a loss before the cumulative effect of an accounting change of $1.078 billion on a pro forma basis (income before the cumulative effect of an accounting change of $617 million on a historical basis) for the nine months ended September 30, 2000. As previously described, in addition to the consummation of the Merger, the comparability of TWE's operating results for the third quarter of 2000, on both a pro forma and historical basis, has been affected by the recognition of certain significant, nonrecurring items aggregating approximately $507 million of net pretax losses. Revenues. TWE's revenues increased to $10.973 billion in 2001, compared to $10.118 billion in 2000. This increase was driven by an increase in subscription revenues of 12% to $5.472 billion, an increase in advertising and commerce revenues of 3% to $932 million and an increase in content and other revenues of 6% to $4.569 billion. As discussed more fully below, the increase in subscription revenues was principally due to an increase in the number of subscribers and higher subscription rates at both the Cable and Networks segments. The increase in advertising and commerce revenues was principally due to increased advertising at the Cable segment and at The WB Network. The increase in content and other revenues was principally due to increased distribution of theatrical product at the Filmed Entertainment segment. Net Income (Loss.) TWE's net loss decreased by $779 million to $823 million in 2001, compared to $1.602 billion on a pro forma basis in 2000 (net income of $93 million on a historical basis). Excluding the effect of the nonrecurring items referred to earlier, TWE's net loss decreased by $272 million to $823 million in 2001 from $1.095 billion on a pro forma basis in 2000. TWE's net loss decreased due to higher EBITDA, lower amortization expense and lower interest expense, offset in part by increases in depreciation expense and minority interest. Depreciation and Amortization. Depreciation and amortization increased to $2.810 billion in 2001 from $2.714 billion on a pro forma basis in 2000 ($1.094 billion on a historical basis). This increase was due to an increase in 5 TIME WARNER ENTERTAINMENT COMPANY, L.P. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued) depreciation, primarily reflecting higher capital spending at the Cable segment related to the roll-out of digital services over the past three years, offset in part by a decrease in amortization. Interest Expense, Net. Interest expense, net decreased to $428 million in 2001, compared to $461 million on both a pro forma and a historical basis in 2000, principally as a result of lower market interest rates and the absence in 2001 of additional interest expense recognized in the second quarter of 2000 related to the Six Flags litigation, offset in part by higher outstanding debt levels. Other Expense, Net. Other expense, net, increased to $188 million in 2001, compared to $180 million on a pro forma basis in 2000 ($113 million on a historical basis), primarily due to the absence in 2001 of a net pretax investment-related gain of approximately $65 million, principally related to additional proceeds received in 2000 in connection with the 1999 sale of an interest in CanalSatellite, offset in part by higher gains on the sale or exchange of various unconsolidated cable television systems and investments, lower losses from certain investments accounted for under the equity method of accounting and lower losses on asset securitization programs. Minority Interest Expense. Minority interest expense increased to $242 million in 2001, compared to $145 million on both a pro forma and a historical basis in 2000. Minority interest expense increased principally due to pretax gains in 2001 on the exchange of various unconsolidated cable television systems at an equity investee of the TWE-Advance/Newhouse Partnership attributable to the minority owners of TWE-A/N and a higher allocation of losses in 2000 to a minority partner in The WB Network. Income Tax Expense Provision. As a U.S. partnership, TWE is not subject to U.S. federal and state income taxation. Income and withholding taxes of $69 million in 2001 and $118 million on both a pro forma and historical basis in 2000, have been provided for the operations of TWE's domestic and foreign subsidiary corporations. Business Segment Results Cable. Revenues increased to $4.362 billion in 2001, compared to $3.799 billion in 2000. EBITDA increased to $2.009 billion in 2001 from $1.782 billion on a pro forma basis in 2000. Revenues increased due to a 14% increase in subscription revenues and a 26% increase in advertising and commerce revenues. The increase in subscription revenues was due to higher basic cable rates, an increase in subscribers to high-speed online services, an increase in digital cable subscribers and an increase in basic cable subscribers. The increase in advertising and commerce revenues was primarily related to a general increase in advertising sales, including advertising purchased by programming vendors to promote their channel launches. EBITDA increased principally as a result of the revenue gains, offset in part by higher programming costs related to the roll-out of digital services and programming rate increases. Filmed Entertainment-Warner Bros. Revenues increased to $4.882 billion in 2001, compared to $4.710 billion in 2000. EBITDA increased to $465 million in 2001 from $459 million on a pro forma basis in 2000. Revenues benefited from the increased domestic distribution of theatrical product, principally due to higher DVD sales, and licensing arrangements for continuing second-cycle broadcasting rights and increased first-cycle broadcasting rights for Friends. This benefit was offset in part by lower revenues in the retail operations related to the closure of Warner Bros.' Studio Stores. EBITDA increased principally due to the increased revenues, reduced losses from the closure of the Studio Store operations and reduced expenses for online development, offset in part by higher advertising and distribution costs because of an increase in the number and timing of new theatrical releases in comparison to the prior year comparable period. 6 TIME WARNER ENTERTAINMENT COMPANY, L.P. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued) Networks. Revenues increased to $2.195 billion in 2001, compared to $1.993 billion in 2000. EBITDA increased to $498 million in 2001 from $355 million on a pro forma basis in 2000. Revenues grew primarily due to an increase in subscription revenues at HBO and an increase in advertising and commerce revenues at The WB Network. For HBO, subscription revenues benefited primarily from an increase in the number of subscribers and higher rates. For The WB Network, the increase in advertising and commerce revenues was driven by increased advertising rates and ratings in key demographic groups and the intercompany sale of advertising to other business segments of TWE. EBITDA was higher due to improved results at both HBO and The WB Network. For HBO, the increase in EBITDA was principally due to the increase in revenues and increased cost savings from HBO's overhead cost management program. For The WB Network, the EBITDA improvement was principally due to the increase in advertising and commerce revenues. FINANCIAL CONDITION AND LIQUIDITY September 30, 2001 Financial Condition At September 30, 2001, TWE had $8.1 billion of debt, $329 million of cash and equivalents (net debt of $7.8 billion) and $65.5 billion of partners' capital, compared to $7.1 billion of debt, $306 million of cash and equivalents (net debt of $6.8 billion) and $66.4 billion of partners' capital on a pro forma basis at December 31, 2000. On a historical basis, TWE had $7.1 billion of debt, $306 million of cash and equivalents (net debt of $6.8 billion) and $6.9 billion of partners' capital at December 31, 2000. Cash Flows During the first nine months of 2001, TWE's cash provided by operations amounted to $1.997 billion and reflected $2.914 billion of EBITDA and $243 million of proceeds received under TWE's asset securitization program, less $416 million of net interest payments, $139 million of net income taxes paid and $605 million related to an increase in other working capital requirements. Cash provided by operations of $2.172 billion in the first nine months of 2000 reflected $2.540 billion of pro forma EBITDA and $221 million of proceeds received under TWE's asset securitization program, less $403 million of net interest payments, $81 million of net income taxes paid and $105 million related to an increase in other working capital requirements. Cash used by investing activities was $2.242 billion in the nine months of 2001, compared to $1.500 billion in 2000. The cash used by investing activities in 2001 included $832 million in cash used for the acquisition of investments and $1.442 billion of capital expenditures, offset in part by $32 million of proceeds received from the sale of investments. The cash used by investing activities in 2000 included $275 million in cash used for the acquisition of investments and $1.436 billion of capital expenditures, offset in part by $211 million of proceeds received from the sale of investments. Cash provided by financing activities was $268 million in the first nine months of 2001, compared to cash used by financing activities of $927 million in 2000. Cash provided by financing activities in 2001 primarily related to $744 million of net borrowings, offset in part by capital distributions of $404 million. Cash used in financing activities in 2000 primarily related to $168 million of net debt repayments and $684 million of capital distributions. 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. 7 TIME WARNER ENTERTAINMENT COMPANY, L.P. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued) Cable Capital Spending TWE's capital spending primarily relates to spending at Time Warner Cable. Over the past three years, 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 management believes will position the business for sustained, long-term growth. Capital spending by TWE's Cable division amounted to $1.362 billion in 2001, compared to $1.351 billion in 2000. As more systems are upgraded, the fixed portion of Cable's capital spending is replaced with spending that varies based on the number of new subscribers. At September 30, 2001, TWE's Cable segment managed 2.861 million digital cable subscribers, a 22.6% penetration of basic cable subscribers. This compares to 1.259 million digital cable subscribers, or a 10.0% penetration of basic cable subscribers at September 30, 2000. Similarly, the number of high-speed online customers grew to 1.661 million, or 9.1% of eligible homes, from 719 thousand, or 5.8% of eligible homes at September 30, 2000. Such rapid growth of subscribers to these digital services increased the variable capital spending for digital cable boxes, high-speed modems and associated support equipment. Cable capital spending for the remainder of 2001 is expected to remain at levels comparable to 2000, reflecting spending on variable capital commensurate with the roll-out of Time Warner Cable's popular digital services, including digital cable and high-speed online services. Capital spending is expected to continue to be funded by Time Warner Cable's operating cash flow. Caution Concerning Forward-Looking Statements The Securities and Exchange Commission (the "SEC") 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 contains such "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, particularly statements anticipating future growth in revenues, EBITDA and cash flow. Words such as "anticipates," "estimates," "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 based on management's present expectations about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and 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 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. Other factors and risks could also cause actual results to differ from those contained in the forward-looking statements, including those identified in TWE's other filings with the SEC and the following: o For TWE's cable business, more aggressive than expected competition from new technologies and other types of video programming distributors, including DBS and DSL; increases in government regulation of basic cable or equipment rates or other terms of service (such as "digital must-carry," open access or common carrier requirements); government regulation of other services, such as broadband cable modem service; increased difficulty in obtaining franchise renewals; the failure of new equipment (such as digital set-top boxes) or services (such as digital cable, high-speed online services, telephony over cable or video on demand) to appeal to enough consumers or to 8 TIME WARNER ENTERTAINMENT COMPANY, L.P. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued) be available at reasonable prices, to function as expected and to be delivered in a timely fashion; fluctuations in spending levels by business and consumers; and greater than expected increases in programming or other costs. o For TWE's cable and broadcast television network 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; the development of new technologies that alter the role of programming networks and services; and greater than expected fragmentation of consumer viewership due to an increased number of programming services or the increased popularity of alternatives to television. o For TWE's film businesses, their ability to continue to attract and select desirable talent and scripts at manageable costs; general increases in production costs; 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. 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, economic slowdowns, consequences of the euro conversion and changes in TWE's plans, strategies and intentions. 9 TIME WARNER ENTERTAINMENT COMPANY, L.P. CONSOLIDATED BALANCE SHEET (Unaudited)

------------------- (a) TWE's historical financial statements for the prior period represent the financial results of TWE prior to the America Online-Time Warner merger. In order to enhance comparability, pro forma financial statements for 2000 are presented supplementally as if the merger of America Online and Time Warner had occurred at the beginning of 2000 (Note 1). See accompanying notes. 10 TIME WARNER ENTERTAINMENT COMPANY, L.P. CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

-------------- (a) TWE's historical financial statements for prior periods represent the financial results of TWE prior to the America Online-Time Warner merger. In order to enhance comparability, pro forma financial statements for 2000 are presented supplementally as if the merger of America Online and Time Warner had occurred at the beginning of 2000, including certain reclassifications of TWE's historical operating results to conform to AOL Time Warner's financial statement presentation (Note 1). (b) Includes the following income (expenses) resulting from transactions with the partners of TWE and other related companies: Revenues................................. $274 $224 $224 $715 $443 $443 Cost of revenues......................... (140) (111) (111) (395) (258) (258) Selling, general and administrative...... (32) (25) (25) (113) (109) (109) Other income (expense), net.............. 5 11 11 7 20 20

See accompanying notes. 11 TIME WARNER ENTERTAINMENT COMPANY, L.P. CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended September 30, (Unaudited)

------------------- (a) TWE's historical financial statements for prior periods represent the financial results of TWE prior to the America Online-Time Warner merger. In order to enhance comparability, pro forma financial statements for 2000, are presented supplementally as if the merger of America Online and Time Warner had occurred at the beginning of 2000, including certain reclassifications of TWE's historical operating results to conform to AOL Time Warner's financial statement presentation (Note 1). See accompanying notes. 12 TIME WARNER ENTERTAINMENT COMPANY, L.P. CONSOLIDATED STATEMENT OF PARTNERSHIP CAPITAL Nine Months Ended September 30, (Unaudited)

------------------- (a) Comprehensive income (loss) was $(225) million for the three months ended September 30, 2001 and $237 million for the three months ended September 30, 2000. See accompanying notes. 13 TIME WARNER ENTERTAINMENT COMPANY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business AOL Time Warner Inc. ("AOL Time Warner") is the world's first fully integrated Internet-powered media and communications company. The Company was formed in connection with the merger of America Online, Inc. ("America Online") and Time Warner Inc. ("Time Warner"), which was consummated on January 11, 2001 (the "Merger"). As a result of the Merger, America Online and Time Warner each became a wholly owned subsidiary of AOL Time Warner. A majority of AOL Time Warner's interests in the Filmed Entertainment and Cable segments, and a portion of its interests in the Networks segment, are held through Time Warner Entertainment Company, L.P. ("TWE"). AOL 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 junior priority capital. The remaining 25.51% limited partnership interests in the Series A Capital and Residual Capital of TWE are held by MediaOne TWE Holdings, Inc., a subsidiary of AT&T Corp. TWE, a Delaware limited partnership, classifies its business interests into three fundamental areas: Cable, consisting principally of interests in cable television systems; Filmed Entertainment, consisting principally of interests in filmed entertainment and television production; and Networks, consisting principally of interests in cable television and broadcast network programming. Each of the business interests within Cable, Filmed Entertainment and Networks 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) Time Warner Cable, currently the second largest operator of cable television systems in the U.S., (2) the unique and extensive film, television and animation libraries of Warner Bros. and trademarks such as the Looney Tunes characters and Batman, (3) leading television networks, such as The WB Network, HBO and Cinemax. The operating results of TWE's various business segments are presented herein as an indication of financial performance (Note 6). TWE's business segments generate significant 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 goodwill and intangible assets recognized primarily in connection with the America Online-Time Warner merger. Noncash amortization of goodwill and intangible assets recorded by TWE's business segments amounted to $673 million in the third quarter of 2001 and $693 million on a pro forma basis in the third quarter of 2000 ($143 million on a historical basis). Noncash amortization of intangible assets amounted to $2.020 billion for the first nine months of 2001 and $2.083 billion on a pro forma basis for the first nine months of 2000 ($424 million on a historical basis). 14 TIME WARNER ENTERTAINMENT COMPANY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) Basis of Presentation America Online-Time Warner Merger The Merger has been accounted for by AOL Time Warner as an acquisition of Time Warner under the purchase method of accounting for business combinations. Under the purchase method of accounting, the cost of approximately $147 billion to acquire Time Warner, including transaction costs, was allocated to its underlying net assets, including the net assets of TWE to the extent acquired, based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. This allocation includes intangible assets, such as film and television libraries, cable television franchises and brands and trademarks. The goodwill and identified intangible assets are being amortized on a straight-line basis over the following weighted-average useful lives:

The estimates of the fair values and weighted average useful lives of net assets acquired, identified intangibles and goodwill are based upon a preliminary estimate. Additional work needs to be completed to finalize the allocation of the purchase price to net assets, identified intangibles and goodwill acquired. TWE does not expect the final allocation of the purchase price to differ materially from the amounts included in the accompanying consolidated financial statements. As discussed further below, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," which provides, among other things, for the nonamortization of goodwill and intangible assets with indefinite useful lives. Consequently, goodwill and some intangible assets recognized in connection with the Merger will no longer be amortized, beginning in the first quarter of 2002. Because the Merger was not consummated on or before December 31, 2000, the accompanying consolidated financial statements and notes for 2000 reflect only the financial results of TWE on a historical basis without the significant amortization created by the Merger. However, in order to enhance comparability, pro forma consolidated financial statements are presented supplementally to illustrate the effects of the Merger on the historical financial position and operating results of TWE. The pro forma financial statements for TWE are presented as if the Merger between America Online and Time Warner had occurred on January 1, 2000. These results also reflect reclassifications of TWE's historical operating results and segment information to conform to the combined AOL Time Warner's financial statement presentation, as follows: o TWE's digital media results have been allocated to the business segments now responsible for managing those operations and are no longer treated as a separate reportable segment; o Income and losses related to equity-method investments and gains and losses on the sale of investments have been reclassified from operating income (loss) to other income (expense), net; and 15 TIME WARNER ENTERTAINMENT COMPANY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) o Corporate services have been reclassified to selling, general and administrative costs as a reduction of operating income (loss). Interim Financial Statements The accompanying consolidated financial statements are unaudited but, in the opinion of management, contain all of 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 TWE included in AOL Time Warner's Current Report on Form 8-K/A dated January 11, 2001, filed February 9, 2001 (the "2000 Financial Statements"). Cumulative Effect of Change in Film Accounting Principle In June 2000, TWE adopted Statement of Position 00-2, "Accounting by Producers and Distributors of Films" ("SOP 00-2"). SOP 00-2 established new film accounting standards, including changes in revenue recognition and accounting for advertising, development and overhead costs. Specifically, SOP 00-2 requires advertising costs for theatrical and television product to be expensed as incurred. This compares to TWE's previous policy of first capitalizing and then expensing advertising costs for theatrical product over the related revenue streams. In addition, SOP 00-2 requires development costs for abandoned projects and certain indirect overhead costs to be charged directly to expense, instead of those costs being capitalized to film costs, which was required under the previous accounting model. SOP 00-2 also requires all film costs to be classified in the balance sheet as noncurrent assets. TWE adopted the provisions of SOP 00-2, retroactively to the beginning of 2000. As a result, TWE's pro forma net loss in 2000 (net income on a historical basis) includes a one-time, noncash charge of $524 million, primarily to reduce the carrying value of its film inventory. This charge has been reflected as a cumulative effect of an accounting change in the accompanying consolidated statement of operations. Revenue Classification Changes In April 2001, the FASB's Emerging Issues Task Force ("EITF") reached a final consensus on EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products" ("EITF 00-25"). EITF 00-25 will be effective for TWE in the first quarter of 2002. EITF 00-25 clarifies the income statement classification of costs incurred by a vendor in connection with the reseller's purchase or promotion of the vendor's products, resulting in certain cooperative advertising and product placement costs previously classified as selling expenses to be reflected as a reduction of revenues earned from that activity. TWE management does not believe that the application of the provisions of EITF 00-25 will have a material impact on TWE's consolidated financial statements. 16 TIME WARNER ENTERTAINMENT COMPANY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) Impairment or Disposal of Long-Lived Assets In August 2001, the FASB issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144"). FAS 144 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. FAS 144 will be effective for TWE in the first quarter of 2002. TWE management does not expect that the application of the provisions of FAS 144 will have a material impact on TWE's consolidated financial statements. Asset Retirement Obligations In July 2001, the FASB issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" ("FAS 143"). FAS 143 addresses the accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. FAS 143 will be effective for TWE in the first quarter of 2002. TWE management does not expect that the application of the provisions of FAS 143 will have a material impact on TWE's consolidated financial statements. Accounting for Business Combinations In July 2001, the FASB issued Statements of Financial Accounting Standards No. 141, "Business Combinations" ("FAS 141") and No. 142, "Goodwill and Other Intangible Assets" ("FAS 142"). These standards change the accounting for business combinations by, among other things, prohibiting the prospective use of pooling-of-interests accounting and requiring companies to stop amortizing goodwill and certain intangible assets with an indefinite useful life created by business combinations accounted for using the purchase method of accounting. Instead, goodwill and intangible assets deemed to have an indefinite useful life will be subject to an annual review for impairment. The new standards generally will be effective for TWE in the first quarter of 2002 and for purchase business combinations consummated after June 30, 2001. TWE is in the process of quantifying the anticipated impact of adopting the provisions of FAS 142, which is expected to be significant. Upon adoption, TWE will stop amortizing goodwill, including goodwill included in the carrying value of certain investments accounted for under the equity method of accounting. Based on the current levels of goodwill, this would reduce annual amortization expense and, with respect to equity investees, it would reduce other expense, net, by approximately $1.7 billion and $100 million, respectively. The impact of stopping goodwill amortization and the amortization of goodwill included in the carrying value of equity investees would be to similarly increase TWE's annual net income by approximately $1.8 billion. In addition, TWE is in the process of evaluating certain intangible assets to determine whether they are deemed to have an indefinite useful life. As a result of this process, TWE may stop amortizing an additional $20 billion to $25 billion of intangible assets. This could result in an additional reduction of amortization by approximately $800 million to $1 billion, which will have a corresponding increase in TWE's net income. As noted above, goodwill and intangible assets deemed to have an indefinite useful life will be subject to an annual review for impairment. TWE is in the process of determining whether any such impairment would be recognized upon adoption of the new accounting standard. If, however, TWE concludes that an impairment charge for goodwill or intangible assets deemed to have an indefinite useful life is necessary, such a charge would be non-operational in nature and reflected as a cumulative effect of an accounting change. 17 TIME WARNER ENTERTAINMENT COMPANY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) Transfers and Servicing of Financial Assets and Extinguishments of Liabilities In September 2000, FASB issued Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities--a Replacement of FASB Statement No. 125" ("FAS 140"). FAS 140 revises the criteria for accounting for securitizations and other transfers of financial assets and collateral. In addition, FAS 140 requires certain additional disclosures. Except for the new disclosure provisions, which were effective for the year ended December 31, 2000, FAS 140 was effective for the transfer of financial assets occurring after March 31, 2001. The provisions of FAS 140 did not have a significant effect on TWE's consolidated financial statements. Reclassifications Certain reclassifications have been made to the prior year's financial statements to conform to the 2001 presentation. 2. MERGER-RELATED COSTS America Online-Time Warner Merger In connection with the Merger, TWE has reviewed its operations and implemented several plans to restructure its operations ("restructuring plans"). As part of the restructuring plans, TWE accrued an initial restructuring liability of approximately $210 million during the first quarter of 2001. The Company accrued an additional $32 million liability during the third quarter as additional initiatives met the accounting criteria required for recognition. The restructuring accruals relate to costs to exit and consolidate certain activities at TWE, as well as costs to terminate employees across the various business units. Such amounts were recognized as liabilities assumed in the purchase business combination and included in the allocation of the cost to acquire Time Warner. Accordingly, such amounts resulted in additional goodwill being recorded in connection with the Merger. Of the total restructuring accrual, $61 million related to work force reductions and represented employee termination benefits. Because certain employees can defer receipt of termination benefits for up to 24 months, cash payments will continue after the employee has been terminated. Termination payments of approximately $14 million were made in the first nine months of 2001, including approximately $4 million in the third quarter of 2001. As of September 30, 2001, the remaining liability of $47 million was primarily classified as a current liability in the accompanying consolidated balance sheet. The restructuring accrual also includes approximately $181 million associated with exiting certain activities, primarily related to lease and contract termination costs. Specifically, TWE plans to exit certain under-performing operations, including the Studio Store operations included in the Filmed Entertainment segment. The restructuring accrual associated with other exiting activities specifically includes incremental costs and contractual termination obligations for items such as leasehold termination payments and other facility exit costs incurred as a direct result of these plans, which will not have future benefits. Payments related to exiting activities were approximately $45 million in the first nine months of 2001, including approximately $25 million in the third quarter of 2001. As of September 30, 2001, the remaining liability of $136 million was primarily classified as a current liability in the accompanying consolidated balance sheet. 18 TIME WARNER ENTERTAINMENT COMPANY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) The restructuring liabilities recorded are based on TWE's restructuring plans that have been committed to by management. These restructuring plans are expected to be refined in the fourth quarter as management continues to evaluate the integration of the combined companies and completes its purchase price allocation. Selected information relating to the restructuring plans follows (in millions):

3. SIGNIFICANT TRANSACTIONS Six Flags In December 1998, a jury returned an adverse verdict in the Six Flags Entertainment Corporation ("Six Flags") litigation awarding compensatory and punitive damages totaling $454 million. TWE and its former 51% partner in Six Flags were financially responsible for this judgment. TWE appealed the verdict, but, in July 2000, an appellate court unexpectedly affirmed the jury's verdict. As a result, TWE revised its estimate of its financial exposure and recorded a one-time, pretax charge of $50 million in the second quarter of 2000 to cover its additional financial exposure in excess of established reserves, which consisted of the unrecognized portion of the deferred gain on the 1998 sale of Six Flags and accrued interest. The $50 million charge is classified in two components in the accompanying consolidated statement of operations on a pro forma basis for the nine months ended September 30, 2000; $26 million of the charge, representing an accrual for additional interest, is included in interest expense, net, and the remaining $24 million is included in other income (expense), net. The Company has paid in full the compensatory damages portion of the award. The punitive damages portion of the award and related accrued interest, which were fully accrued at September 30, 2001, remains in litigation. Filmed Entertainment Investment-Related Gains During the third quarter of 2000, Warner Bros. recognized a net pretax investment-related gain of approximately $65 million, principally relating to additional proceeds received in the third quarter of 2000 in connection with the 1999 sale of an interest in CanalSatellite, a satellite television platform servicing France and Monaco. This gain is included in other income (expense), net, in the accompanying consolidated statement of operations on both a pro forma and historical basis for the three and nine months ended September 30, 2000. Loss on Sale or Exchange of Cable Television Systems and Investments In 2000, largely in an ongoing effort to enhance its geographic clustering of cable television properties, the Company sold or exchanged various cable television systems and investments. In connection with the sale or exchange of unconsolidated cable television systems, approximately $8 million of net pretax losses were recognized in the second 19 TIME WARNER ENTERTAINMENT COMPANY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) quarter of 2000 and are included in other income (expense), net, in the accompanying consolidated statement of operations on both a pro forma and historical basis for the nine months ended September 30, 2000. 4. INVENTORIES AND FILM COSTS Inventories and film costs consist of:

5. 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 AOL Time Warner for stock options granted to employees of TWE based on the amount by which the market price of AOL Time Warner 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 $9.25 market price of AOL Time Warner common stock (adjusted for the Merger) 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 AOL 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 AOL Time Warner common stock declines. During the nine months ended September 30, 2001, TWE accrued $50 million of tax-related distributions and $149 million of stock option distributions, based on closing prices of AOL Time Warner common stock of $33.10 at September 30, 2001 and $34.80 at December 31, 2000. During the nine months ended September 30, 2000, TWE accrued $471 million of tax-related distributions and $289 million of stock option distributions as a result of an increase at that time in the market price of AOL Time Warner common stock. During the nine months ended September 30, 2001, TWE paid distributions to the AOL Time Warner General Partners in the amount of $404 million, consisting of $50 million of tax-related distributions and $354 million of stock option related distributions. During the nine months ended September 30, 2000, TWE paid the AOL Time Warner General Partners distributions in the amount of $684 million, consisting of $471 million of tax-related distributions and $213 million of stock option related distributions. 20 TIME WARNER ENTERTAINMENT COMPANY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) 6. SEGMENT INFORMATION As a result of the Merger, AOL Time Warner management assessed the manner in which financial information of TWE is reviewed in making operating decisions and assessing performance. In accordance with FASB's Statement of Financial Accounting Standards No. 131 "Disclosures About Segments of an Enterprise and Related Information," TWE reclassified its 2000 historical segment presentation to conform to the current presentation. TWE classifies its business interests into three fundamental areas: Cable, consisting principally of interests in cable television systems; Filmed Entertainment, consisting principally of interests in filmed entertainment and television production; and Networks, consisting principally of interests in cable television and broadcast network programming. 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 operating income (loss) before noncash depreciation of tangible assets and amortization of goodwill and intangible assets ("EBITDA"). The accounting policies of the business segments are the same as those described in the summary of significant accounting policies under Note 1 in TWE's 2000 Financial Statements. Intersegment sales are accounted for at fair value as if the sales were to third parties.

------------------- (a) Pro forma revenues for 2000 include certain reclassifications of each segment's historical operating results to conform to AOL Time Warner's financial statement presentation. On a pro forma basis, the Merger had no impact on TWE's historical consolidated revenues for the nine months ended September 30, 2000.

(a) 2001 EBITDA reflects the impact of the America Online-Time Warner merger. In order to enhance comparability, pro forma EBITDA for 2000 is provided as if the Merger had occurred at the beginning of 2000, including certain reclassifications of TWE's historical operating results to conform to AOL Time Warner's financial statement presentation. (b) EBITDA represents business segment operating income (loss) before depreciation of tangible assets and amortization of goodwill and intangible assets. After deducting depreciation and amortization, TWE reported operating income (loss) for the third quarter of $93 million in 2001 and $(25) million on a pro forma basis in 2000 (operating income of $516 million on a historical basis). TWE reported operating income (loss) for the first nine months of $104 million in 2001 and $(174) million on a pro forma basis in 2000 (operating income of $1.454 billion on a historical basis). 21 TIME WARNER ENTERTAINMENT COMPANY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited)

------------------- (a) 2001 depreciation reflects the impact of the America Online-Time Warner merger. In order to enhance comparability, pro forma depreciation for 2000 is provided as if the Merger had occurred at the beginning of 2000, including certain reclassifications of TWE's historical operating results to conform to AOL Time Warner's financial statement presentation.

-------------------- (a) 2001 amortization reflects the impact of the America Online-Time Warner merger. In order to enhance comparability, pro forma amortization for 2000 is provided as if the Merger had occurred at the beginning of 2000, including certain reclassifications of TWE's historical operating results to conform to AOL Time Warner's financial statement presentation. (b) Includes amortization relating to business combinations accounted for by the purchase method, substantially all of which arose in the merger of America Online and Time Warner in 2001. TWE's assets have significantly increased since December 31, 2000 due to the consummation of the Merger and the allocation of the $147 billion cost to acquire Time Warner to the underlying net assets of Time Warner, including the net assets of TWE to the extent acquired, based on their respective estimated fair values. Any excess of the purchase price over estimated fair value of the net assets acquired was recorded as goodwill and allocated among AOL Time Warner's business segments, including the business segments of TWE. As such, TWE's assets by business segment are as follows:

------------------- (a) 2001 assets reflect the impact of the America Online-Time Warner merger. In order to enhance comparability, pro forma assets as of December 31, 2000 are provided as if the Merger had occurred at the beginning of 2000. TWE's historical assets as of December 31, 2000 were $25.458 billion. 22 TIME WARNER ENTERTAINMENT COMPANY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) 7. COMMITMENTS AND CONTINGENCIES In Six Flags Over Georgia LLC et al. v. Time Warner Entertainment Company et al., following a trial in December 1998, the jury returned a verdict for plaintiffs and against defendants, including TWE, on plaintiffs' claims for breaches of fiduciary duty. The jury awarded plaintiffs approximately $197 million in compensatory damages and $257 million in punitive damages, and interest has been accruing on those amounts at the Georgia annual statutory rate of twelve percent. The Company has since paid the compensatory damages with accrued interest. Payment of the punitive damages portion of the award with accrued interest was stayed by the United States Supreme Court on March 1, 2001 pending the disposition of a certiorari petition with that Court, which was filed by TWE on June 15, 2001. On October 1, 2001, the United States Supreme Court granted TWE's petition, vacated the decision by the Georgia Court of Appeals to affirm the punitive damages award, and remanded the matter to the Georgia Court of Appeals for further consideration. 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 the matter described above), and developments or assertions by or against TWE relating to intellectual property rights and intellectual property licenses, could have a material adverse effect on TWE's business, financial condition and operating results. 8. ADDITIONAL FINANCIAL INFORMATION Cash Flows Additional financial information with respect to cash flows is as follows:

Other Expense, Net Other income (expense), net, consists of:

23 TIME WARNER ENTERTAINMENT COMPANY, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Unaudited) Other Current Liabilities Other current liabilities consist of:

24 TWE GENERAL PARTNERS MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION On June 30, 1992, thirteen direct or indirect subsidiaries of Time Warner Companies, Inc. ("TW Companies") contributed the assets and liabilities or the rights to the cash flows of substantially all of TW Companies' Filmed Entertainment-Warner Bros., Cable Networks-HBO and Cable businesses to Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"), for general partnership interests, and each general partner guaranteed a pro rata portion of substantially all of TWE's debt and accrued interest based on the relative fair value of the net assets each contributed to TWE (the "General Partner Guarantees"). Since then, eleven of the thirteen original general partners have been merged or dissolved into the other two. Warner Communications Inc. ("WCI") and American Television and Communications Corporation ("ATC") are the two remaining general partners of TWE (collectively, the "General Partners"). They have succeeded to the general partnership interests and have assumed the General Partner Guarantees of the eleven former general partners. The General Partners in the aggregate hold 63.27% of the pro rata priority capital ("Series A Capital") and residual equity capital ("Residual Capital") of TWE and 100% of the junior priority capital ("Series B Capital") of TWE. TW Companies holds, directly or indirectly, 11.22% of the Series A Capital and Residual Capital limited partnership interests. The remaining 25.51% limited partnership interests in the Series A Capital and Residual Capital of TWE are held by MediaOne TWE Holdings, Inc., a subsidiary of AT&T Corp. ("AT&T"). AOL Time Warner Inc. ("AOL Time Warner") and AT&T from time to time have engaged in discussions regarding AT&T's interest in TWE. On February 28, 2001, AT&T delivered to AOL Time Warner and TWE notice of its exercise of certain registration rights under the TWE partnership agreement. Actions pursuant to the notice were then suspended while discussions between AOL Time Warner and AT&T regarding AT&T's interest in TWE continued. AT&T, AOL Time Warner and TWE have now resumed the registration rights process that could result in the registration for public sale or the purchase by TWE of some or all of AT&T's interest in TWE. On January 11, 2001, America Online, Inc. ("America Online") and Time Warner Inc. ("Time Warner") merged to form AOL Time Warner, the world's first Internet-powered media and communications company (the "Merger"). As a result of the Merger, America Online and Time Warner each became a wholly owned subsidiary of AOL Time Warner and WCI and ATC each became an indirect, wholly owned, subsidiary of AOL Time Warner. Set forth below is a discussion of the results of operations and financial condition of WCI, the only General Partner with independent business operations. WCI conducts substantially all of AOL Time Warner's music operations, which include 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. The financial position and results of operations of ATC are principally derived from its investments in TWE, TW Companies, Turner Broadcasting System, Inc. and Time Warner Telecom Inc., and its revolving credit agreement with TW Companies. Capitalized terms are as defined and described in the accompanying consolidated financial statements, or elsewhere herein. As part of the integration of WCI's businesses into AOL Time Warner's operating structure, management is pursuing various initiatives to enhance efficiencies. Such initiatives, some of which have already been implemented, include the consolidation of certain duplicative administrative and operational functions and the restructuring of certain under-performing assets. For additional information on the Merger and WCI's restructuring initiatives, see Notes 1 and 2, respectively, to the accompanying consolidated financial statements. 25 TWE GENERAL PARTNERS MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued) Use of EBITDA WCI evaluates operating performance based on several factors, including its primary financial measure of operating income (loss) before noncash depreciation of tangible assets and amortization of goodwill and intangible assets ("EBITDA"). WCI considers EBITDA an important indicator of the operational strength and performance of its businesses, including the ability to provide cash flows to service debt and fund capital expenditures. As such, the following comparative discussion of the results of operations of WCI includes, among other factors, an analysis of changes in EBITDA. However, EBITDA should be considered in addition to, not as a substitute for, operating income (loss), net income (loss) and other measures of financial performance reported in accordance with generally accepted accounting principles. Transactions Affecting Comparability of Results of Operations America Online-Time Warner Merger The Merger was accounted for by AOL Time Warner as an acquisition of Time Warner under the purchase method of accounting for business combinations. Under the purchase method of accounting, the estimated cost of approximately $147 billion to acquire Time Warner, including transaction costs, was allocated to its underlying net assets, including the net assets of the General Partners and the net assets of TWE to the extent acquired, based on their respective estimated fair values. Any excess of the purchase price over estimated fair values of the net assets acquired was recorded as goodwill. As a result of the Merger, the accompanying historical operating results and financial condition reflect reclassifications to conform to AOL Time Warner's financial statement presentation, as follows: o Digital media results have been allocated to the business segments now responsible for managing those operations, including WCI's music operations; o Income and losses related to equity-method investments and gains and losses on the sale of investments have been reclassified from operating income (loss) to other income (expense), net; and o Corporate expenses have been reclassified to selling, general and administrative costs as a reduction of operating income (loss). RESULTS OF OPERATIONS Three Months Ended September 30, 2001 Compared to the Three Months Ended September 30, 2000 WCI had revenues of $939 million and net loss of $355 million for the three months ended September 30, 2001, compared to revenues of $949 million and net income of $96 million for the three months ended September 30, 2000. EBITDA decreased to $86 million in 2001 from $110 million in 2000. Operating income decreased to a loss of $149 million in 2001 from operating income of $29 million in 2000. Revenues decreased primarily due to the negative effect of changes in foreign currency exchange rates on international music operations. Excluding the negative impact of foreign currency exchange rates, revenues increased primarily due to higher international recorded music sales, offset 26 TWE GENERAL PARTNERS MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued) in part by lower industry-wide domestic recorded music sales and higher product returns. The decrease in EBITDA principally related to the reduction in revenues, higher marketing costs, including the cost of promoting new artists, and higher worldwide provisions for bad debts, offset in part by higher income from DVD manufacturing operations and lower artist royalty costs. The revenue decline relating to lower industry-wide domestic recorded music sales levels could continue for the remainder of the year. WCI's equity in the pretax income (loss) of TWE was $(107) million for the three months ended September 30, 2001, compared to $181 million for the three months ended September 30, 2000. TWE's pretax income decreased in 2001 as compared to 2000 principally as a result of the Merger and the application of the purchase method of accounting at TWE. This decrease was primarily as a result of increased amortization of goodwill and other intangible assets recorded in connection with the Merger, including the amortization of goodwill included in the carrying value of investments accounted for under the equity method, which is recorded in other expense, net. Interest expense, net, was $8 million in 2001, compared to $1 million in 2000. The reason for the increase was the recognition of interest associated with a long-term liability for artist contracts, which was established as a result of the Merger and the application of the purchase method of accounting. There was other expense, net, of $48 million in 2001, compared to $36 million in 2000. The increase in other expense, net, was principally because of higher losses from certain investments accounted for under the equity method of accounting. Such losses primarily relate to the amortization of goodwill and intangible assets associated with these investments recorded in connection with the Merger. The relationship between income before income taxes and income tax expense for the General Partners 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 for each of the General Partners includes all income taxes related to its allocable share of partnership income of TWE. Nine Months Ended September 30, 2001 Compared to the Nine Months ended September 30, 2000 WCI had revenues of $2.715 billion and net loss of $1.132 billion for the nine months ended September 30, 2001, compared to revenues of $2.884 billion and net loss of $66 million for the nine months ended September 30, 2000. EBITDA decreased to $267 million in 2001 from $342 million in 2000. Operating income decreased to a loss of $429 million in 2001 from operating income of $99 million in 2000. Revenues decreased primarily due to the negative effect of changes in foreign currency exchange rates on international music operations, lower industry-wide recorded music sales and higher product returns. The decrease in EBITDA principally related to the reduction in revenues, higher marketing costs, including the cost of promoting new artists, and higher worldwide provisions for bad debts, offset in part by higher income from DVD manufacturing operations and lower artist royalty costs. The revenue decline relating to lower industry-wide recorded music sales levels could continue for the remainder of the year. WCI's equity in the pretax income (loss) of TWE was $(334) million for the nine months ended September 30, 2001, compared to $436 million for the nine months ended September 30, 2000. TWE's pretax income decreased in 2001 as compared to 2000 principally as a result of the Merger and the application of the purchase method of accounting at TWE. This decrease was primarily as a result of increased amortization of goodwill and other intangible assets recorded in connection with the Merger, including the amortization of goodwill included in the carrying value of investments accounted for under the equity method, which is recorded in other expense, net. 27 TWE GENERAL PARTNERS MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued) Interest expense, net, was $19 million in 2001, compared to $2 million in 2000. The reason for the increase was the recognition of interest associated with a long-term liability for artist contracts, which was established as a result of the Merger and the application of the purchase method of accounting. There was other expense, net, of $276 million in 2001, compared to $207 million in 2000. The increase in other expense, net, was principally because of higher losses from certain investments accounted for under the equity method of accounting. Such losses primarily relate to the amortization of goodwill and intangible assets associated with these investments recorded in connection with the Merger. The higher losses were partially offset by the absence in 2001 of a $115 million noncash pretax charge in 2000 to reduce the carrying value of WCI's investment in Columbia House. The relationship between income before income taxes and income tax expense for the General Partners 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 for each of the General Partners includes all income taxes related to its allocable share of partnership income of TWE. FINANCIAL CONDITION AND LIQUIDITY September 30, 2001 Financial Condition WCI had $59.8 billion of equity at September 30, 2001, compared to $8.8 billion of equity at December 31, 2000. The increase in equity is primarily as a result of the Merger and the application of the purchase method of accounting at WCI. Cash and equivalents were zero at September 30, 2001, compared to $36 million at December 31, 2000. WCI had no borrowings outstanding to TW Companies under its revolving credit agreement at the end of either period. ATC had $29.3 billion of equity at September 30, 2001, compared to $2.1 billion at December 31, 2000. The increase is primarily as a result of the Merger and the application of the purchase method of accounting at ATC. Although ATC has no independent operations, it is expected that additional tax-related and other distributions from TWE, as well as availability under ATC's revolving credit agreement with TW Companies, will continue to be sufficient to satisfy ATC's obligations with respect to its tax-sharing agreement with TW Companies for the foreseeable future. Cash Flows In the first nine months of 2001, WCI's cash provided by operations amounted to $219 million and reflected $267 million of EBITDA and $240 million of distributions from TWE, less $148 million of proceeds repaid under WCI's asset securitization program, $62 million of net income tax payments (net of $12 million received from TW Companies under a tax-sharing agreement), $5 million of net interest payments and $73 million related to an increase in other working capital requirements. In the first nine months of 2000, cash provided by WCI's operations of $271 million reflected $342 million of EBITDA and $405 million of distributions from TWE, less $37 million of proceeds repaid under WCI's asset securitization program, $12 million of net income taxes ($68 million of which was paid to TW Companies under a tax-sharing agreement), $10 million of interest payments and $417 million related to an increase in other working capital requirements. Cash used by investing activities was $225 million in the first nine months of 2001, compared to $132 million in the first nine months of 2000 as a result of an increase in investments and acquisitions. 28 TWE GENERAL PARTNERS MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued) Cash used by financing activities was $30 million in the first nine months of 2001, compared to $148 million in the first nine months of 2000 as a result of decreased advances to TW Companies, offset in part by increased dividend payments. Management believes that WCI's operating cash flow and borrowing availability under its revolving credit agreement with TW Companies are sufficient to fund its capital and liquidity needs for the foreseeable future without cash distributions from TWE above those permitted by existing agreements. WCI and ATC have no claims on the assets and cash flows of TWE except through the payment of certain reimbursements and cash distributions. During the nine months ended September 30, 2001, the General Partners received an aggregate $404 million of distributions from TWE, consisting of $50 million of tax-related distributions and $354 million of stock option related distributions. During the nine months ended September 30, 2000, the General Partners received an aggregate $684 million of distributions, consisting of $471 million of tax-related distributions and $213 million of stock option related distributions. Of such aggregate distributions, WCI received $240 million during the nine months ended September 30, 2001 and $405 million in 2000 and ATC received $164 million during the nine months ended September 30, 2001 and $279 million in 2000. 29 TWE GENERAL PARTNERS CONSOLIDATED BALANCE SHEETS (Unaudited)

See accompanying notes. 30 TWE GENERAL PARTNERS CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended September 30, (Unaudited)

------------------ (a) Includes the following income (expenses) resulting from transactions with AOL Time Warner, TW Companies, TWE or equity investees of the General Partners: Revenues.................................................... $ 47 $ 46 $ - $ - Cost of revenues............................................ (1) (3) - - Selling, general and administrative......................... (5) (7) - - Equity in pretax income (loss) of TWE....................... (19) (14) - - Other income (expense), net................................. 1 (1) - - Income tax expense.......................................... (27) (31) (7) (27)

See accompanying notes. 31 TWE GENERAL PARTNERS CONSOLIDATED STATEMENTS OF OPERATIONS Nine Months Ended September 30, (Unaudited)

---------------------- (a) Includes the following income (expenses) resulting from transactions with AOL Time Warner, TW Companies, TWE or equity investees of the General Partners:

See accompanying notes. 32 TWE GENERAL PARTNERS CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, (Unaudited)

See accompanying notes. 33 TWE GENERAL PARTNERS CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Nine Months Ended September 30, (Unaudited)

------------------ (a) The General Partners record distributions to TW Companies and a corresponding receivable from TWE as a result of the stock option related distribution provisions of the TWE partnership agreement. Stock option distributions of $88 million and $171 million for WCI and $61 million and $118 million for ATC were accrued in the first nine months of 2001 and 2000, respectively, because of an increase in the market price of AOL Time Warner common stock (Note 4). See accompanying notes. 34 TWE GENERAL PARTNERS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business On June 30, 1992, thirteen direct or indirect subsidiaries of Time Warner Companies, Inc. ("TW Companies") contributed the assets and liabilities or the rights to the cash flows of substantially all of TW Companies' Filmed Entertainment-Warner Bros., Cable Networks-HBO and Cable businesses to Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"), for general partnership interests, and each general partner guaranteed a pro rata portion of substantially all of TWE's debt and accrued interest based on the relative fair value of the net assets each contributed to TWE (the "General Partner Guarantees," see Note 5). Since then, eleven of the thirteen original general partners have been merged or dissolved into the other two. Warner Communications Inc. ("WCI") and American Television and Communications Corporation ("ATC") are the two remaining general partners of TWE. They have succeeded to the general partnership interests and have assumed the General Partner Guarantees of the eleven former general partners. WCI, ATC and, where appropriate, the former general partners are referred to herein as the "General Partners." WCI conducts substantially all of TW Companies' music operations, which include 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. ATC does not conduct operations independent of its ownership interests in TWE and certain other investments. On January 11, 2001, America Online, Inc. ("America Online") and Time Warner Inc. ("Time Warner") merged to form AOL Time Warner Inc. ("AOL Time Warner"), the world's first Internet-powered media and communications company (the "Merger"). As a result of the Merger, America Online and Time Warner each became a wholly owned subsidiary of AOL Time Warner and WCI and ATC each became an indirect, wholly owned subsidiary of AOL Time Warner. Basis of Presentation America Online-Time Warner Merger The Merger has been accounted for by AOL Time Warner as an acquisition of Time Warner under the purchase method of accounting for business combinations. Under the purchase method of accounting, the cost of approximately $147 billion to acquire Time Warner, including transaction costs, was allocated to its underlying net assets, including the net assets of the General Partners, based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. This allocation includes intangible assets for WCI, such as music catalogues and music copyrights and brands and trademarks. The goodwill and identified intangible assets are being amortized on a straight-line basis over the following weighted-average useful lives: 35 TWE GENERAL PARTNERS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (Unaudited)

The estimates of the fair values and weighted average useful lives of net assets acquired, identified intangibles and goodwill are based upon a preliminary estimate. Additional work needs to be completed to finalize the allocation of the purchase price to net assets, identified intangibles and goodwill acquired. WCI does not expect the final allocation of the purchase price to differ materially from the amounts included in the accompanying consolidated financial statements. As discussed further below, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," which provides, among other things, for the nonamortization of goodwill and intangible assets with indefinite useful lives. Consequently, goodwill and some intangible assets recognized in connection with the Merger will no longer be amortized, beginning in the first quarter of 2002. As a result of the Merger, WCI's historical operating results reflect reclassifications to conform to AOL Time Warner's financial statement presentation, as follows: o Digital media results have been allocated to the business segments now responsible for managing those operations, including WCI's music operations; o Income and losses related to equity-method investments and gains and losses on the sale of investments have been reclassified from operating income (loss) to other income (expense), net; and o Corporate services have been reclassified to selling, general and administrative costs as a reduction of operating income (loss). 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 the General Partners included in AOL Time Warner's Current Report on Form 8-K/A dated January 11, 2001, filed February 9, 2001 (the "2000 Financial Statements"). Cumulative Effect of Change in Film Accounting Principle In June 2000, Time Warner and TWE adopted Statement of Position 00-2, "Accounting by Producers and Distributors of Films" ("SOP 00-2"). SOP 00-2 established new film accounting standards, including changes in revenue recognition and accounting for advertising, development and overhead costs. Specifically, SOP 00-2 requires advertising costs for theatrical and television products to be expensed as incurred. This compares to Time Warner's and TWE's 36 TWE GENERAL PARTNERS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (Unaudited) previous policy of first capitalizing and then expensing advertising costs for theatrical products over the related revenue streams. In addition, SOP 00-2 requires development costs for abandoned projects and certain indirect overhead costs to be charged directly to expense, instead of those costs being capitalized to film costs, which was required under the previous accounting model. SOP 00-2 also requires all film costs to be classified in the balance sheet as noncurrent assets. Time Warner and TWE adopted the provisions of SOP 00-2 retroactively to the beginning of 2000. Because WCI and ATC have investments in TWE and other Time Warner consolidated subsidiaries, which are accounted for under the equity method, net income for the nine months ended September 30, 2000 includes a one-time, noncash, after-tax charge of $202 million for WCI and $136 million for ATC. These charges have been reflected as a cumulative effect of an accounting change in the accompanying consolidated statement of operations for the nine months ended September 30, 2000. Revenue Classification Changes Securities and Exchange Commission Staff Accounting Bulletin No. 101 -------------------------------------------------------------------- In the fourth quarter of 2000, WCI adopted Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 clarifies certain existing accounting principles for the timing of revenue recognition and the classification of revenues in financial statements. While WCI's existing revenue recognition policies were consistent with the provisions of SAB 101, the new rules resulted in changes as to how revenues from certain transactions are classified. As a result of applying the provisions of SAB 101, WCI's revenues and costs were increased by an equal amount of $11 million during the third quarter of 2000 and $73 million during the nine months ended September 30, 2000. Emerging Issues Task Force Issue No. 00-25 ------------------------------------------ In April 2001, the FASB's Emerging Issues Task Force ("EITF") reached a final consensus on EITF Issue No. 00-25 "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products" ("EITF 00-25"). EITF 00-25 will be effective for WCI and ATC in the first quarter of 2002. EITF 00-25 clarifies the income statement classification of costs that are incurred by a vendor in connection with the reseller's purchase or promotion of the vendor's products, resulting in certain cooperative advertising and product placement costs previously classified as selling expenses to be reflected as a reduction of revenues earned from that activity. Management does not believe that the application of the provisions of EITF 00-25 will have a material impact on WCI's or ATC's consolidated financial statements. Impairment or Disposal of Long-Lived Assets In August 2001, the FASB issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144"). FAS 144 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. FAS 144 will be effective for WCI and ATC in the first quarter of 2002. Management does not expect that the application of the provisions of FAS 144 will have a material impact on WCI's or ATC's consolidated financial statements. 37 TWE GENERAL PARTNERS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (Unaudited) Asset Retirement Obligations In July 2001, the FASB issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" ("FAS 143"). FAS 143 addresses the accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. FAS 143 will be effective for WCI and ATC in the first quarter of 2002. Management does not expect that the application of the provisions of FAS 143 will have a material impact on WCI's or ATC's consolidated financial statements. Accounting for Business Combinations In July 2001, the FASB issued Statements of Financial Accounting Standards No. 141, "Business Combinations" ("FAS 141") and No. 142, "Goodwill and Other Intangible Assets" ("FAS 142"). These standards change the accounting for business combinations by, among other things, prohibiting the prospective use of pooling-of-interests accounting and requiring companies to stop amortizing goodwill and certain intangible assets with an indefinite useful life created by business combinations accounted for using the purchase method of accounting. Instead, goodwill and intangible assets deemed to have an indefinite useful life will be subject to an annual review for impairment. The new standards generally will be effective for WCI and ATC in the first quarter of 2002 and for purchase business combinations consummated after June 30, 2001. WCI and ATC are in the process of quantifying the anticipated impact of adopting the provisions of FAS 142, which is expected to be significant. Upon adoption, WCI and ATC will stop amortizing goodwill, including goodwill included in the carrying value of certain investments accounted for under the equity method of accounting. Based on current levels of goodwill, this would reduce WCI's annual amortization expense by approximately $750 million, equity in the pretax loss of TWE by approximately $800 million and other expense, net, by approximately $300 million. The impact on ATC would be an annual reduction in the equity in pretax loss of TWE by approximately $550 million and other expense, net, by approximately $225 million. Because goodwill amortization is nondeductible for tax purposes, the impact of stopping goodwill amortization and the amortization of goodwill included in the carrying value of equity investees would be to increase WCI's and ATC's annual net income by approximately $1.4 billion and $450 million, respectively. In addition, WCI and TWE are in the process of evaluating certain intangible assets to determine whether they are deemed to have an indefinite useful life. As a result of this process, WCI and TWE may be prohibited from amortizing certain intangible assets, which will serve to further increase both WCI's and ATC's earnings. For WCI, annual pretax amortization could be further reduced by up to $60 million, annual equity in the pretax loss of TWE could be further reduced by approximately $350 million to $450 million and annual other expense, net, could be further reduced by up to $15 million, all of which would have a corresponding after-tax increase on WCI's net income of approximately $200 million to $320 million. For ATC, annual equity in the pretax loss of TWE could be further reduced by approximately $250 million to $300 million, which would have a corresponding after-tax increase on ATC's net income of approximately $150 million to $180 million. As noted above, goodwill and intangible assets deemed to have an indefinite useful life will be subject to an annual review for impairment. Management is in the process of determining whether any such impairment would be recognized upon adoption of the new accounting standard. If, however, management concludes that an impairment 38 TWE GENERAL PARTNERS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (Unaudited) charge for goodwill or intangible assets deemed to have an indefinite useful life is necessary, such a charge would be non-operational in nature and reflected as a cumulative effect of an accounting charge. Transfers and Servicing of Financial Assets and Extinguishments of Liabilities In September 2000, the FASB issued Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities--a Replacement of FASB Statement No. 125" ("FAS 140"). FAS 140 revises the criteria for accounting for securitizations and other transfers of financial assets and collateral. In addition, FAS 140 requires certain additional disclosures. Except for the new disclosure provisions, which were effective for the year ended December 31, 2000, FAS 140 is effective for the transfer of financial assets occurring after March 31, 2001. The provisions of FAS 140 did not have a significant effect on WCI or ATC's consolidated financial statements. Reclassifications Certain reclassifications have been made to the prior year's financial statements to conform to the 2001 presentation. 2. MERGER-RELATED COSTS America Online-Time Warner Merger In connection with the Merger, WCI has reviewed its operations and implemented several plans to restructure its operations ("restructuring plans"). As part of the restructuring plans, WCI accrued an initial restructuring liability of approximately $312 million during the first quarter of 2001. The restructuring accruals relate to costs to exit and consolidate certain activities at WCI, as well as costs to terminate employees of WCI. Such amounts were recognized as liabilities assumed in the purchase business combination and, accordingly, resulted in additional goodwill being recorded in connection with the Merger. Of the total restructuring accrual, $225 million related to work force reductions and represented employee termination benefits. Because certain employees can defer receipt of termination benefits for up to 24 months, cash payments will continue after the employee has been terminated. Termination payments of approximately $32 million were made in the first nine months of 2001, including approximately $17 million in the third quarter of 2001. As of September 30, 2001, the remaining liability of approximately $193 million was primarily classified as a current liability in WCI's accompanying consolidated balance sheet. The restructuring accrual also includes approximately $87 million associated with exiting certain activities. The restructuring accrual associated with exiting activities specifically includes incremental costs and contractual obligations for items such as leasehold termination payments and other facility exit costs incurred as a direct result of these plans, which will not have future benefits. Payments related to exiting activities were approximately $7 million in the first nine months of 2001, including approximately $1 million in the third quarter of 2001. As of September 30, 2001, the remaining liability of $80 million was primarily classified as a long-term liability in WCI's accompanying consolidated balance sheet. 39 TWE GENERAL PARTNERS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (Unaudited) The restructuring liabilities recorded are based on WCI's restructuring plans that have been committed to by management. These restructuring plans are expected to be refined in the fourth quarter as management continues to evaluate the integration of the combined companies and completes its purchase price allocation. Selected information relating to the restructuring plans follows (in millions):

3. COLUMBIA HOUSE INVESTMENT WRITE-DOWN In March 2000, the proposed merger between CDNOW, Inc. and Columbia House was terminated. In connection with the termination of the merger, the risk associated with the timely execution of certain strategic alternatives for Columbia House's operations and the transformation of Columbia House's traditional business model to an online one increased. As a result, Time Warner's management concluded that the decline in Columbia House's business was likely to continue through the near term. As such, WCI recorded a $115 million noncash pretax charge in the first quarter of 2000 to reduce the carrying value of its investment in Columbia House to an estimate of its fair value. The charge has been included in other income (expense), net, in the accompanying consolidated statement of operations for the nine months ended September 30, 2000. 4. INVESTMENT in TWE The General Partners' investment in and amounts due to and from TWE at September 30, 2001 and December 31, 2000 consists of the following:

40 TWE GENERAL PARTNERS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (Unaudited) Partnership Structure and Allocation of Income 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 the General Partners. The General Partners in the aggregate hold 63.27% of the pro rata priority capital ("Series A Capital") and residual equity capital ("Residual Capital") of TWE and 100% of the junior priority capital of TWE. TW Companies, directly or indirectly, holds 11.22% of the Series A Capital and Residual Capital limited partnership interests. The remaining 25.51% limited partnership interests in the Series A Capital and Residual Capital of TWE are held by MediaOne TWE Holdings, Inc., a subsidiary of AT&T Corp. The TWE partnership agreement provides for special allocations of income, loss and distributions of partnership capital, including priority distributions in the event of liquidation. A portion of TWE's net income has been allocated to the limited partnership interests. Summarized Financial Information of TWE Set forth below is summarized financial information of TWE. The comparability of TWE's summarized financial information has been affected by a number of significant transactions and nonrecurring items. Specifically, for the first nine months of 2000, the operating results include (i) a pretax gain of $10 million in the first quarter relating to the partial recognition of a deferred gain on the 1998 sale of Six Flags Entertainment Corporation ("Six Flags"), (ii) a $50 million pretax charge in the second quarter related to the Six Flags litigation, (iii) a pretax loss of approximately $8 million in the second quarter relating to the sale or exchange of various cable television systems and investments, (iv) a net pretax investment-related gain of approximately $65 million recognized in the third quarter, principally related to additional proceeds received in the third quarter of 2000 in connection with the 1999 sale of an interest in CanalSatellite, a satellite television platform servicing France and Monaco, and (v) a noncash charge of $524 million in the first quarter reflecting the cumulative effect of an accounting change in connection with the adoption of a new film accounting standard. For a more comprehensive description of the noncash charge from the cumulative effect of an accounting change, see Note 1 to the accompanying TWE consolidated financial statements. In addition, as a result of the Merger and the application of the purchase method of accounting to TWE, the accompanying summarized historical operating results and financial condition for TWE are no longer comparable to 2001. Accordingly, in order to enhance comparability and make an analysis of 2001 meaningful, pro forma financial information for 2000 has been provided supplementally as if the Merger had occurred on January 1, 2000. For a more comprehensive description of the impact of the Merger on TWE, see Notes 1 and 2 to the accompanying TWE consolidated financial statements. 41 TWE GENERAL PARTNERS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (Unaudited)

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. At September 30, 2001 and December 31, 2000, the General Partners had recorded $476 million and $681 million, respectively, of stock option related distributions due from TWE, based on closing prices of AOL Time Warner stock of $33.10 at September 30, 2001 and $34.80 as of December 31, 2000. The General Partners are paid when the options are exercised. The General Partners also receive tax-related distributions from TWE on a current basis. During the nine months ended September 30, 2001, the General Partners received cash distributions from TWE in the amount of $404 million, consisting of $50 million of tax-related distributions and $354 million of stock 42 TWE GENERAL PARTNERS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (Unaudited) option related distributions. During the nine months ended September 30, 2000, the General Partners received cash distributions from TWE in the amount of $684 million, consisting of $471 million of tax-related distributions and $213 million of stock option related distributions. Of such aggregate distributions, WCI received $240 million during the first nine months of 2001 and $405 million in 2000 and ATC received $164 million during the first nine months of 2001 and $279 million in 2000. 5. GENERAL PARTNER GUARANTEES Each General Partner has guaranteed a pro rata portion of approximately $4.1 billion of TWE's debt and accrued interest at September 30, 2001, based on the relative fair value of the net assets each General Partner (or its predecessor) contributed to TWE. Such indebtedness is recourse to each General Partner only to the extent of its guarantee. There are no restrictions on the ability of the General Partner guarantors to transfer assets, other than TWE assets, to parties that are not guarantors. The portion of TWE debt and accrued interest at September 30, 2001 that was guaranteed by each General Partner is set forth below:

6. COMMITMENTS AND CONTINGENCIES In Six Flags Over Georgia LLC et al. v. Time Warner Entertainment Company et al., following a trial in December 1998, the jury returned a verdict for plaintiffs and against defendants, including TWE, on plaintiffs' claims for breaches of fiduciary duty. The jury awarded plaintiffs approximately $197 million in compensatory damages and $257 million in punitive damages, and interest has been accruing on those amounts at the Georgia annual statutory rate of twelve percent. The Company has since paid the compensatory damages with accrued interest. Payment of the punitive damages portion of the award with accrued interest was stayed by the United States Supreme Court on March 1, 2001 pending the disposition of a certiorari petition with that Court, which was filed by TWE on June 15, 2001. On October 1, 2001, the United States Supreme Court granted TWE's petition, vacated the decision by the Georgia Court of Appeals to affirm the punitive damages award, and remanded the matter to the Georgia Court of Appeals for further consideration. WCI is subject to a number of state and federal class action lawsuits as well as an action brought by a number of state Attorneys General alleging unlawful horizontal and vertical agreements to fix the prices of compact discs by the major record companies. Although WCI believes that, as to each of these actions, the cases have no merit, adverse jury verdicts could result in a material loss. WCI is unable to predict the outcomes of the litigation and cannot reasonably estimate a range of possible loss given the current status of the cases. 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 WCI or TWE relating 43 TWE GENERAL PARTNERS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (Unaudited) to intellectual property rights and intellectual property licenses, could have a material adverse effect on WCI's business, financial condition and operating results. 7. ADDITIONAL FINANCIAL INFORMATION Additional financial information with respect to cash flows is as follows:

Noncash financing activities in 2000 included the settlement of WCI's note receivable from TW Companies through a WCI dividend in the amount of $695 million to TW Companies. 44 Part II. Other Information Item 1. Legal Proceedings. Reference is made to Six Flags Over Georgia LLC et al. v. Time Warner Entertainment Company, L.P., described on pages I-20 and I-21 of TWE's Annual Report on Form 10-K for the year ended December 31, 2000 (the "2000 Form 10-K") and page 43 of TWE's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001. On October 1, 2001, the U.S. Supreme Court granted TWE's petition for certiorari and both vacated the opinion of the Georgia Court of Appeals as to the punitive damages portion of the original jury award and remanded to such court for further consideration. On August 17, 2001, the European Commission formally suspended its investigation of the vertical relationship between record companies and retailers in certain EU member states, described on page I-21 of TWE's 2000 Form 10-K. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. None. (b) Reports on Form 8-K. No Current Report on Form 8-K was filed by TWE during the quarter ended September 30, 2001. 45 TIME WARNER ENTERTAINMENT COMPANY, L.P. AND TWE GENERAL PARTNERS SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TIME WARNER ENTERTAINMENT COMPANY, L.P. By: Warner Communications Inc., as General Partner By /s/ John LaBarca ------------------------------------------- Name: John LaBarca Title: Senior Vice President and Controller AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION WARNER COMMUNICATIONS INC. By /s/ John LaBarca ------------------------------------------- Name: John LaBarca Title: Senior Vice President and Controller Date: November 14, 2001

AMERICAN TELEVISION & COMMUNICATIONS CORP 10-Q