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 March 31, 2002 or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 for the transition period from to .

Commission file number 1-15062

AOL TIME WARNER INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 13-4099534
(I.R.S. Employer
Identification Number)

75 Rockefeller Plaza
New York, New York 10019
(212) 484-8000

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Description of Class	Shares Outstanding as of April 30, 2002
Common Stock—$.01 par value		4,281,522,278
Series LMCN-V Common Stock—$.01 par value		171,185,826

AOL TIME WARNER INC. AND
TIME WARNER ENTERTAINMENT COMPANY, L.P.

INDEX TO FORM 10-Q

	Page
	AOL Time Warner	TWE
PART I. FINANCIAL INFORMATION
Management's discussion and analysis of results of operations and financial condition	1		45
Consolidated balance sheet at March 31, 2002 and December 31, 2001	17		55
Consolidated statement of operations for the three months ended March 31, 2002 and 2001	18		56
Consolidated statement of cash flows for the three months ended March 31, 2002 and 2001	19		57
Consolidated statement of shareholders' equity and partnership capital	20		58
Notes to consolidated financial statements	21		59
Supplementary information	39
PART II. OTHER INFORMATION	69

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

INTRODUCTION

             Management's discussion and analysis of results of operations and financial condition (''MD&A'') is provided as a supplement to the accompanying consolidated financial statements and footnotes to help provide an understanding of AOL Time Warner Inc.'s (''AOL Time Warner'' or the ''Company'') financial condition, changes in financial condition and results of operations. The MD&A is organized as follows:

• Overview. This section provides a general description of AOL Time Warner's businesses, as well as recent developments that the Company believes are important in understanding the results of operations, as well as to anticipate future trends in those operations.
   
• Results of operations. This section provides an analysis of the Company's results of operations for the first quarter of 2002 relative to that of 2001. This analysis is presented on both a consolidated and segment basis. In addition, a brief description is provided of transactions and events that impact the comparability of the results being analyzed.
    
• Financial condition and liquidity. This section provides an analysis of the Company's financial condition and cash flows as of and for the three months ended March 31, 2002.
   
• Caution concerning forward-looking statements. This section discusses how certain forward-looking statements made by the Company throughout MD&A and in the consolidated financial statements are based on management's present expectations about future events and are inherently susceptible to uncertainty and changes in circumstances.

OVERVIEW

Description of Business

             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.

             AOL Time Warner classifies its business interests into six fundamental areas: AOL, consisting principally of interactive services, Web properties, Internet technologies and electronic commerce services; Cable, consisting principally of interests in cable television systems; Filmed Entertainment, consisting principally of interests in filmed entertainment and television production; Networks, consisting principally of interests in cable television and broadcast network programming; Music, consisting principally of interests in recorded music and music publishing; and Publishing, consisting principally of interests in magazine publishing, book publishing and direct marketing.

             The Company has undertaken a number of business initiatives to advance cross-divisional activities, including shared infrastructures and cross-promotions of the Company's various product and services, as well as cross-divisional and cross-platform advertising and marketing opportunities for significant advertisers. The Company's integrated Global Marketing Solutions Group develops individualized advertising programs through which major brands can reach customers over a combination of the Company's print, television and Internet media.

1

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Use of EBITDA

             AOL Time Warner 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''). AOL Time Warner 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 certain intangible assets deemed to have finite useful lives that were recognized in business combinations accounted for by the purchase method. As such, the following comparative discussion of the results of operations of AOL Time Warner includes, among other measures, an analy sis 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.

Recent Developments

Investment in Time Warner Entertainment Company, L.P.

             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 (''Series B 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''). Due to the Company's 100% ownership of the Series B Capital, AOL Time Warner's economic interest in TWE exceeds 74.49%.

             In addition to its existing interest in TWE, AT&T has an option to obtain up to an additional 6.33% of Series A Capital and Residual Capital interests. The determination of the amount of additional interests that AT&T is eligible to acquire is based on the compounded annual growth rate of TWE's adjusted Cable EBITDA, as defined in the option agreement, over the life of the option. The option is exercisable at any time through 2005. The option exercise price is dependent upon the year of exercise and, assuming the full amount of the option is vested, ranges from an exercise price of approximately $1.4 billion currently to $1.8 billion in 2005. Either AT&T or TWE may elect that the exercise price be paid with partnership interests rather than cash. AT&T initiated a process by which an independent investment banking firm has determined the amount by which AT&T would increase its interest in TWE if it were to exercise the option and were to pay the exercise price with partnership interests rather than cash. On April 19, 2002, AT&T delivered to TWE a notice of the exercise of the option on a cashless basis effective May 31, 2002. The exercise of this option will increase AT&T's interest by approximately 2.1% to approximately 27.6% of the Series A Capital and Residual Capital of TWE.

             AT&T also has the right, during 60 day exercise periods occurring once every 18 months, to request that TWE incorporate and register its stock in an initial public offering. If AT&T exercises such right, TWE can decline to incorporate and register its stock, in which case AT&T may cause TWE to purchase AT&T 's interest at the price at which an appraiser believes such stock could be sold in an initial public offering, subject to certain adjustments. In February 2001, AT&T delivered to TWE a notice requesting that TWE reconstitute itself as a corporation and register AT&T's partnership interests for public sale. The parties are in discussions regarding this registration rights

2

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

process and alternatives thereto. The Company cannot at this time predict the outcome or effect, if any, of these discussions.

Investment in the TWE-Advance/Newhouse Partnership

             The TWE-Advance/Newhouse Partnership (''TWE-A/N'') is owned approximately 64.8% by TWE, the managing partner, 33.3% by the Advance/Newhouse Partnership (''Advance/Newhouse'') and 1.9% indirectly by AOL Time Warner. The financial position and operating results of TWE-A/N have been consolidated by AOL Time Warner and the partnership interest owned by Advance/Newhouse is reflected in AOL Time Warner's consolidated financial statements as minority interest. In accordance with the partnership agreement, TWE or Advance/Newhouse can initiate a restructuring of the partnership, in which Advance/Newhouse would withdraw from the partnership and receive one-third of the partnership's assets and liabilities. On or after March 31, 2002, either TWE or Advance/Newhouse can state its intention to cause a restructuring. If the parties are unable to agree on a restructuring or other acceptable alternative within 60 days of the date of delivery of a restructuring notice, then TWE-A/N will be restructured by the withdrawal of Advance/Newhouse from TWE-A/N, with Advance/Newhouse receiving one-third of the assets and liabilities of TWE-A/N. AOL Time Warner and Advance/Newhouse are engaged in discussions regarding the future structure of TWE-A/N. While the Company is unable to predict the outcome of these discussions at this time, one possible outcome is the withdrawal of Advance/Newhouse from TWE-A/N. In addition, Advance/Newhouse can require TWE to purchase its equity interest for fair value at specified intervals following the death of its two principle shareholders.

             As of March 31, 2002, TWE-A/N owned cable television systems (or interests therein) serving approximately 7.0 million subscribers, of which 5.9 million subscribers were served by consolidated, wholly owned cable television systems and 1.1 million subscribers were served by unconsolidated, partially owned cable television systems. Additionally, TWE-A/N had approximately $9 billion in total assets and approximately $1.6 billion of net debt. For the three months ended March 31, 2002, TWE-A/N contributed revenues, EBITDA and operating income of $1.0 billion, $449 million and $278 million, respectively, to the results of AOL Time Warner and TWE compared to $849 million, $388 million and $222 million, respectively, for the three months ended March 31, 2001. TWE-A/N's operating income in the first quarter of 2001 includes approximately $30 million of amortization that did not continue in 2002 as a result of applying a new accounting standard for goodwill and other intangible assets. If Advance/Newhouse withdraws from the partnership and receives one-third of the partnership's assets and liabilities, the impact on AOL Time Warner's Cable segment would be a corresponding reduction in assets, liabilities and results of operations. However, the ultimate impact would depend upon the specific assets and liabilities withdrawn from the partnership, including the mix of consolidated and unconsolidated cable television systems. The impact on AOL Time Warner's consolidated net income would be substantially mitigated, if not entirely offset, because the earnings of TWE-A/N attributable to Advance/Newhouse's current one-third interest are reflected as minority interest expense in the accompanying consolidated statement of operations.

Investment in Road Runner

             As of March 31, 2002, Road Runner, a high-speed cable modem Internet service provider, was owned by TWI Cable Inc. (a wholly owned subsidiary of AOL Time Warner), TWE and TWE-A/N, with AOL Time Warner owning approximately 66% on a fully attributed basis (i.e., after considering the portion attributable to the minority partners of TWE and TWE-A/N). AOL Time Warner's interest in Road Runner continues to be accounted for using the equity method of accounting because of certain approval rights held by Advance/Newhouse, a partner in TWE-A/N. As previously discussed, AOL Time Warner and Advance/Newhouse are engaged in discussions regarding the future structure of TWE-A/N. The Company is also having discussions with Advance/Newhouse regarding their interest in Road Runner, which is held through TWE-A/N. While the Company is unable to predict the outcome of these discussions at this time, one possible outcome is that AOL Time Warner may acquire Advance/Newhouse's interest in Road Runner, either as a part of any restructuring of TWE-A/N that may occur or in a separate transaction. The acquisition of Advance/Newhouse's

3

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

interest in Road Runner would result in the assets, liabilities and results of operations of Road Runner being consolidated and presented with the results of operations of AOL Time Warner's Cable segment. As of March 31, 2002, Road Runner had total assets of approximately $180 million, with no debt. For the three months ended March 31, 2002, Road Runner had revenues, an EBITDA loss and operating loss of approximately $69 million, $28 million and $40 million, respectively, compared to $53 million, $49 million and $68 million, respectively, for the three months ended March 31, 2001.

RESULTS OF OPERATIONS
Transactions Affecting Comparability of Results of Operations

Pro Forma Items

             AOL Time Warner's results for 2002 have been impacted by certain transactions and events that cause them not to be comparable to the results reported in 2001. In order to make the 2001 operating results more comparable to the 2002 presentation and make an analysis of 2002 and 2001 more meaningful, the following discussion of results of operations and changes in financial condition and liquidity is based on pro forma financial information for 2001 that has been adjusted for the items discussed in the following paragraphs.

• New Accounting Standard for Goodwill and Other Intangible Assets. During 2001, the Financial Accounting Standards Board (''FASB'') issued Statement of Financial Accounting Standards No. 142 ''Goodwill and Other Intangible Assets'' (''FAS 142''), which requires that, effective January 1, 2002, goodwill, including the goodwill included in the carrying value of investments accounted for using the equity method of accounting, and certain other intangible assets deemed to have an indefinite useful life, cease amortizing (Note 3). FAS 142 does not require retroactive restatement for all periods presented, however, the pro forma information for 2001 assumes that FAS 142 was in effect beginning January 1, 2001.
   
• Consolidation of AOL Europe, S.A. (''AOL Europe''). On January 31, 2002, AOL Time Warner acquired 80% of Bertelsmann AG's (''Bertelsmann'') 49.5% interest in AOL Europe for $5.3 billion in cash and has committed to acquire the remaining 20% of Bertelsmann's interest for $1.45 billion in cash in July 2002 (Note 5). As a result of the purchase of Bertelsmann's interest in AOL Europe, AOL Time Warner has a majority interest and began consolidating AOL Europe, retroactive to the beginning of 2002. The pro forma information for 2001 assumes the remaining interest in AOL Europe was acquired on January 1, 2001.
   
• Consolidation of IPC Group Limited (''IPC''). In October 2001, AOL Time Warner's Publishing segment acquired IPC, the parent company of IPC Media, from Cinven, one of Europe's leading private equity firms, for approximately $1.6 billion, including transaction costs. The pro forma information for 2001 assumes that IPC was acquired on January 1, 2001.

4

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

New Accounting Standards

             In addition to the pro forma adjustments previously discussed, in the first quarter of 2002 the Company adopted new accounting guidance in several areas that require retroactive restatement of all periods presented to reflect the new accounting provisions; therefore, these adjustments impact both pro forma and historical results. These adjustments are discussed below.

Reimbursement of ''Out-of-Pocket'' Expenses

             In November 2001, the FASB Staff issued as interpretive guidance Emerging Issues Task Force (''EITF'') Topic No. D-103, ''Income Statement Characterization of Reimbursements Received for 'Out-of-Pocket' Expenses Incurred'' (''Topic D-103''). Topic D-103 requires that reimbursements received for out-of-pocket expenses be classified as revenue on the income statement and was effective for AOL Time Warner in the first quarter of 2002. This change in revenue classification impacts AOL Time Warner's Cable and Music segments, resulting in an increase in both revenues and costs of approximately $99 million on both a pro forma and historical basis in the first quarter of 2001.

Emerging Issues Task Force Issue No. 01-09

             In April 2001, the FASB's 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,'' which was later codified along with other similar issues, into EITF 01-09, ''Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products'' (''EITF 01-09''). EITF 01-09 was effective for AOL Time Warner in the first quarter of 2002. EITF 01-09 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. The new guidance impacts AOL Time Warner's AOL, Music and Publishing segments. As a result o f applying the provisions of EITF 01-09, the Company's revenues and costs each were reduced by an equal amount of approximately $62 million on both a pro forma and historical basis in the first quarter of 2001.

Other Significant Transactions and Nonrecurring Items

             As more fully described herein and in the related footnotes to the accompanying consolidated financial statements, the comparability of AOL Time Warner's operating results has been affected by certain significant transactions and nonrecurring items in each period.

             As previously discussed, the Company adopted, effective January 1, 2002, new accounting rules for goodwill and certain intangible assets. Among the requirements of the new rules is that goodwill and certain intangible assets be assessed for impairment using fair value measurement techniques. During the first quarter of 2002, the Company completed its impairment review and has recorded a $54 billion noncash pretax charge for the impairment of goodwill, substantially all of which was generated in the Merger. The charge reflects overall market declines since the Merger was announced in January 2000, is non-operational in nature and is reflected as a cumulative effect of an accounting change in the accompanying consolidated financial statements (Note 3). In order to enhance comparability, the Company compares current year results to the prior year exclusive of this charge.

5

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

            In addition to the $54 billion impairment charge to reflect the cumulative effect of an accounting change, AOL Time Warner's operating results for the three months ended March 31, 2002 included (i) merger and restructuring costs of approximately $107 million (Note 2) and (ii) a noncash pretax charge of approximately $581 million to reduce the carrying value of certain investments that experienced other-than-temporary declines in market value, including $571 million related to the write-down of AOL Time Warner's investment in Time Warner Telecom Inc. (''Time Warner Telecom''), a 44%-owned equity investee (Note  4).

             For the three months ended March 31, 2001, AOL Time Warner's operating results included (i) merger-related costs of approximately $71 million (Note 2) and (ii) a noncash pretax charge of approximately $620 million in 2001 to reduce the carrying value of certain investments that experienced other-than-temporary declines in market value (Note 4).

             Revenue and EBITDA by business segment are as follows (in millions):

	Three Months Ended March 31
	Revenues									EBITDA
	2002 Historical			2001(a)(b) Pro Forma			2001(b) Historical			2002 Historical			2001(a) Pro Forma			2001 Historical
AOL	$	2,297		$	2,302		$	2,108		$	433		$	507		$	684
Cable		2,012			1,693			1,693			841			768			768
Filmed Entertainment		2,136			2,212			2,212			181			113			113
Networks		1,786			1,699			1,699			431			449			449
Music		947			904			904			96			94			94
Publishing		1,081			1,051			929			145			127			113
Corporate		—			—			—			(79	)		(74	)		(74	)
Merger and restructuring costs		—			—			—			(107	)		(71	)		(71	)
Intersegment elimination		(495	)		(428	)		(428	)		2			(1	)		(1	)
Total revenues and EBITDA	$	9,764		$	9,433		$	9,117		$	1,943		$	1,912		$	2,075
Depreciation and amortization		—			—			—			(734	)		(621	)		(2,222	)
Total revenues and operating income (loss)	$	9,764		$	9,433		$	9,117		$	1,209		$	1,291		($	147	)

(a)	In order to enhance comparability, pro forma financial information for 2001 assumes that the acquisitions of IPC and the remaining interests in AOL Europe and the adoption of FAS 142 had occurred at the beginning of 2001.
(b)	Revenues reflect the provisions of EITF 01-09 and Topic D-103 that were adopted by the Company in the first quarter of 2002, which require retroactive restatement of 2001 to reflect the new accounting provisions. As a result, the net impact of EITF 01-09 and Topic D-103 was to increase revenues and costs by equal amounts of approximately $37 million for the first quarter of 2001.

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

Consolidated Results

             AOL Time Warner had revenues of $9.764 billion, loss before the cumulative effect of an accounting change of $1 million and a net loss of $54.240 billion in 2002, compared to revenues of $9.433 billion and a net loss of $21 million on a pro forma basis in 2001 (revenues of $9.117 billion and net loss of $1.369 billion on a historical basis). AOL Time Warner had basic and diluted income before the cumulative effect of an accounting change per common share of breakeven in 2002 and a basic and diluted net loss of $12.25 after considering the cumulative effect of the accounting change, compared to basic and diluted net income per common share of breakeven on a pro forma basis in 2001 (basic and diluted net loss per common share of $0.31 on a historical basis).

6

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

             As previously described, the comparability of AOL Time Warner's operating results for 2002 and 2001 have been affected by the recognition of certain significant and nonrecurring items. Excluding the cumulative effect of an accounting change, these items totaled $688 million of pretax losses in 2002 compared to $691 million of pretax losses on a pro forma and historical basis in 2001. In addition, net income in 2002 was reduced by a charge of approximately $54.239 billion relating to the cumulative effect of an accounting change, discussed further in Notes 1 and 3. If these items were excluded from earnings, the aggregate net effect would be to increase basic and diluted net income per common share by $12.34 to $0.09 in 2002. If the significant and nonrecurring items were excluded from the 2001 pro forma results, this would increase basic and diluted net income per common share by $0.09 from breakeven to basic and diluted net income per common share of $0.09. On a historical basis, excluding these items would decrease basic and diluted net loss per common share by $0.09 to $0.22 on a historical basis in 2001.

             Revenues. AOL Time Warner's revenues increased to $9.764 billion in 2002, compared to $9.433 billion on a pro forma basis in 2001 ($9.117 billion on a historical basis). While revenues were slightly higher, the revenue mix changed. Specifically, Subscription revenues increased 14% to $4.740 billion, offset by a decrease in Advertising and Commerce revenues of 13% to $1.825 billion. Content and Other revenues were relatively flat at $3.199 billion.

             As discussed more fully below, the increase in Subscription revenues was principally due to an increase in the number of subscribers and in subscription rates at the AOL, Cable and Networks segments. The decline in Advertising and Commerce revenues was principally due to lower advertising revenues related to the continued weakness in the overall advertising market in general and the online advertising market in particular. The weakness in the online advertising market is expected to continue through at least the second quarter. The decline in advertising revenue was offset in part by slightly higher commerce revenues, which reflected improvements at the AOL and Publishing segments. Content and Other revenues were relatively flat as increases at the Music and Publishing segments were offset by lower results at the AOL segment, primarily related to the termination of the iPlanet alliance with Sun Microsystems, Inc. (''Sun Microsystems''), and the Filmed Entertainment segment, primarily due to lower television revenue at the filmed entertainment business of Turner Broadcasting System, Inc. (''TBS'').

             Depreciation and Amortization. Depreciation and amortization increased to $734 million in 2002 from $621 million on a pro forma basis in 2001 ($2.222 billion on a historical basis). This increase was primarily due to increases in depreciation, reflecting higher levels of capital spending at the Cable segment related to the roll-out of digital services over the past three years, as well as increased capital spending that varies based on the number of new subscribers, which is depreciated over a shorter useful life.

             Interest Expense, Net. Interest expense, net, decreased to $379 million in 2002, from $435 million on a pro forma basis in 2001 ($319 million on a historical basis), due principally to lower market interest rates in 2002. Included in interest expense, net, was interest income of $39 million in 2002 and $69 million on both a pro forma and historical basis in 2001.

             Other Expense, Net. Other expense, net, decreased to $698 million in 2002 from $728 million on a pro forma basis in 2001 ($872 million on a historical basis). Other expense, net, in each period included pretax noncash charges to reduce the carrying value of certain investments that experienced an other than temporary decline in value. In 2002, this charge was approximately $581 million, primarily related to AOL Time Warner's investment in Time Warner Telecom. In 2001, on a pro forma and historical basis, AOL Time Warner recorded a charge of approximately $620 million. Excluding these charges, other expense, net, increased in 2002 due to higher losses on certain investments accounted for using the equity method of accounting at the AOL and Cable segments and the absence in 2002 of pretax gains on the exchange of various unconsolidated cable television s ystems on a pro forma and historical basis in 2001 at TWE-A/N (attributable to the minority owners of TWE-A/N).

7

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

             Minority Interest Expense. Minority interest expense increased to $126 million in 2002, compared to $121 million on a pro forma basis in 2001 ($104 million on a historical basis). Minority interest expense increased slightly as accretion on preferred securities of AOL Europe and the allocation of higher income at TWE-A/N and TWE to the minority owners of TWE-A/N and TWE were partially offset by the absence in 2002 of an allocation of pretax gains related to the exchange of various unconsolidated cable television systems in 2001 at TWE-A/N attributable to the minority owners of TWE-A/N.

             Income Tax Provision. The relationship between income before income taxes and income tax expense of AOL Time Warner is principally affected by certain financial statement expenses that are not deductible for income tax purposes, foreign income taxed at different rates and foreign losses with no U.S. tax benefit. AOL Time Warner had income tax expense of $7 million in 2002, compared to $28 million on a pro forma basis in 2001 (income tax benefit of $73 million on a historical basis). Income taxes in 2002, for financial reporting purposes, benefited from the tax effect of the approximate $581 million noncash charge to reduce the carrying value of certain investments that experienced other-than-temporary declines in market value, including $571 million related to AOL Time Warner's investment in Time Warner Telecom and $107 million of merger and restructuring costs. Income taxes in 2001, for financial reporting purposes, benefited from the tax effect of the approximate $620 million noncash charge to reduce the carrying value of certain investments and $71 million of merger-related costs. Excluding the tax effect of these items, the effective tax rate was comparable in each period. As of March 31, 2002, the Company had net operating loss carryforwards of approximately $12 billion, primarily resulting from stock option exercises. These carryforwards are available to offset future U.S. Federal taxable income and are, therefore, expected to reduce Federal taxes paid by the Company. If the net operating losses are not utilized, they expire in varying amounts, starting in 2010 through 2021.

             Net Income (Loss) Applicable to Common Shares and Income (Loss) Per Common Share Before the Cumulative Effect of an Accounting Change. AOL Time Warner's loss before the cumulative effect of an accounting change decreased by $20 million to $1 million in 2002, compared to $21 million on a pro forma basis in 2001 (net loss of $1.369 billion on a historical basis). However, excluding the after-tax effect of the significant and nonrecurring items referred to earlier, normalized net income increased by $18 million to $412 million in 2002 from $394 million on a pro forma basis in 2001. Similarly, excluding the effect of significant and nonrecurring items, normalized basic and diluted net income per common share was flat at $0.09 in both 2002 and 2001. The increase in earnings principally resulted from an overall increase in AOL Time Warner's EBITDA and lower interest expense, net, offset in part by higher depreciation expense and higher losses on investments accounted for using the equity method of accounting.

Business Segment Results

             AOL. Revenues were relatively flat at $2.297 billion in 2002, compared to $2.302 billion on a pro forma basis in 2001 ($2.108 billion on a historical basis). EBITDA decreased 15% to $433 million in 2002, compared to $507 million on a pro forma basis in 2001 ($684 million on a historical basis). Although total revenues were relatively flat, the mix in revenues changed. Specifically, revenues benefited from a 19% increase in Subscription revenues (from $1.441 billion to $1.717 billion), which was offset by a 31% decrease in Advertising and Commerce revenues (from $721 million to $501 million) and a 44% decrease in Content and Other revenues (from $140 million to $79 million).

8

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

             The growth in Subscription revenues was principally due to an increase in domestic and AOL Europe subscribers and a domestic price increase that became effective subsequent to the first quarter of 2001. The positive impact of the price increase was tempered by an increase in certain marketing programs designed to introduce the AOL service to new members, including certain bundling programs with computer manufacturers that generate lower subscription revenues during introductory periods and the sale of bulk subscriptions at a discounted rate to AOL's selected strategic partners for distribution to their employees. The decline in advertising and commerce revenues resulted from the weakness in the advertising market overall, and the online advertising marketplace in particular. This downturn is expected to continue at least through the second quarter. The drop in advertising revenues was in contrast to the growth in general advertising revenues experienced in the first quarter of 2001. Also contributing to the decline in advertising revenue is a reduction in advertising recognized pursuant to contractual commitments entered into in prior periods. This decline was offset in part by an increase in intercompany sales of advertising to other business segments of AOL Time Warner ($54 million in 2002 versus $21 million in 2001). The overall decline in advertising revenues was offset in part by increased commerce revenues from the expansion of AOL's merchandise business. The decrease in Content and Other revenues is primarily due to termination of AOL's iPlanet alliance with Sun Microsystems in the third quarter of 2001, which contributed approximately $88 million of revenue and approximately $62 million of EBITDA during the first quarter of 2001.

             The decline in EBITDA is primarily due to the advertising revenue shortfall and the absence of revenues from the iPlanet alliance, offset in part by a reduction in operating losses at AOL Europe, the continued decline in network costs on a per hour basis and cost management initiatives entered into during 2001. The increase in advertising revenue generated from intercompany sales of advertising to other business segments of AOL Time Warner did not significantly impact EBITDA as it was more than offset by costs associated with increased intercompany advertising purchased on properties of other AOL Time Warner business segments.

             Cable. Revenues increased 19% to $2.012 billion in 2002, compared to $1.693 billion on both a pro forma and historical basis in 2001. EBITDA increased 10% to $841 million in 2002 from $768 million on both a pro forma and historical basis in 2001. Revenues increased due to a 16% increase in Subscription revenues (from $1.576 billion to $1.825 billion) and a 60% increase in Advertising and Commerce revenues (from $117 million to $187 million). The increase in Subscription revenues was due to higher basic cable rates, an increase in subscribers to high-speed data services, an increase in digital cable subscribers and, to a lesser degree, an increase in basic cable subscribers. Similarly, digital cable subscribers increased by 68% to 3.6 million and high-speed data subscribers increased by 86% to 2.2 million in 2002 over the prior year comparable period. The increase in Advertising and Commerce revenues was primarily related to advertising purchased by programming vendors to promote their channel launches ($50 million in 2002 versus $20 million in 2001), the intercompany sale of advertising to other business segments of AOL Time Warner ($32 million in 2002 versus $3 million in 2001) and a 12% increase in general third-party advertising sales.

             EBITDA increased principally as a result of the revenue gains, offset in part by increases in programming and other operating costs. The increase in programming costs of approximately 28% relate to general programming rate increases across both basic and digital services, the addition of new programming services and higher basic and digital subscriber levels. Programming costs are expected to continue to increase as general programming rates increase and digital services continue to be rolled out. Other operating costs increased as a result of generally higher sales, marketing and technical activity levels associated with new service introductions and development spending in the Interactive Personal Video division.

             Filmed Entertainment. Revenues declined 3% to $2.136 billion in 2002, compared to $2.212 billion on

9

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

both a pro forma and historical basis in 2001. EBITDA increased 60% to $181 million in 2002, compared to $113 million on both a pro forma and historical basis in 2001. Revenues and EBITDA increased at Warner Bros. while revenues decreased and EBITDA increased at the filmed entertainment businesses of TBS (the ''Turner filmed entertainment businesses''). The Turner filmed entertainment businesses include New Line Cinema, Castle Rock and the former film and television libraries of Metro-Goldwyn-Mayer, Inc. and RKO pictures.

             For Warner Bros., the revenue increase was primarily related to the international theatrical success of Harry Potter and the Sorcerer's Stone and Ocean's Eleven and higher worldwide consumer products licensing results, offset in part by reduced commerce revenues related to the closure of its Studio Stores, lower worldwide home video activity and reduced television license fees caused by the timing of product availability. For the Turner filmed entertainment businesses, revenues decreased primarily due to lower television revenues related to the absence in 2002 of significant syndication revenues to broadcast Seinfeld and lower pay-television and basic cable television revenues due to the timing of TV availabilities for film product. This was offset in part by New Line Cinema's continued theatrical success of The Lord of the Rings: The Fellowship of the Ring, as well as the theatrical successes of John Q and Blade II, which were released in 2002. For Warner Bros., EBITDA increased principally due to improvements related to the mix in theatrical product, primarily related to the profitability of Harry Potter and the Sorcerer's Stone. For the Turner filmed entertainment businesses, EBITDA increased principally due to the profitability of The Lord of the Rings: The Fellowship of the Ring.

             Networks. Revenues increased 5% to $1.786 billion in 2002, compared to $1.699 billion on both a pro forma and historical basis in 2001. EBITDA declined 4% to $431 million in 2002 from $449 million on both a pro forma and historical basis in 2001. Revenues grew primarily due to an increase in Subscription revenues with growth at both the cable networks of TBS (the ''Turner cable networks'') and HBO and an increase in Content and Other revenues at HBO, offset in part by a decrease in Advertising and Commerce revenues at the Turner cable networks and The WB Network.

             For the Turner cable networks, Subscription revenues benefited from higher rates and an increase in the number of subscribers. Advertising and Commerce revenues declined due to the continued overall weakness in the advertising market and a decline in intercompany sales of advertising to other business segments of AOL Time Warner ($26 million in 2002 versus $32 million in 2001). For HBO, Subscription revenues benefited from an increase in the number of subscribers and higher rates. Content and Other revenues benefited from higher home video sales of HBO's original programming. For The WB Network, the decrease in Advertising and Commerce revenues was driven by lower prime time ratings, partially offset by higher rates.

             EBITDA decreased due to lower results at the Turner cable networks and The WB Network, offset in part by improved results at HBO. For the Turner cable networks, the decrease in EBITDA was principally due to the Advertising and Commerce revenue declines and higher programming, marketing and newsgathering costs, partially offset by the increased Subscription revenues and cost savings. For The WB Network, the EBITDA decline was principally due to lower Advertising and Commerce revenues and higher program license fees, offset in part by a decrease in marketing costs. For HBO, the increase in EBITDA was principally due to the increase in revenues.

             Music. Revenues increased 5% to $947 million in 2002, compared to $904 million on both a pro forma and historical basis in 2001. EBITDA increased 2% to $96 million in 2002 from $94 million on both a pro forma and historical basis in 2001. Revenues increased primarily due to higher worldwide sales as well as the impact of the acquisition of Word Entertainment in January 2002, offset in part by the negative effect of changes in foreign currency exchange rates on international revenues. The increase in EBITDA is due primarily to the revenue

10

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

increase. As of March 31, 2002, the Music segment had increased its domestic album market share to 18.0%, compared to 15.7% at March 31, 2001.

             Publishing. Revenues increased 3% to $1.081 billion in 2002, compared to $1.051 billion on a pro forma basis in 2001 ($929 million on a historical basis). EBITDA increased 14% to $145 million in 2002 from $127 million on a pro forma basis in 2001 ($113 million on a historical basis). The increase in revenues is due to a 3% increase in Advertising and Commerce revenues and an increase in Content and Other revenues, offset in part by an 8% decline in Subscription revenues. The growth in Advertising and Commerce revenues was primarily due to commerce revenues recognized by Synapse Group Inc. (''Synapse''), which was acquired in December 2001. This was offset in part by lower commerce revenues from Time Life's direct marketing business and lower advertising revenue from the continued overall weakness in the advertising market. The increase in Content and Other revenues is due primarily to increased sales at the AOL Time Warner Book Group due to the carryover successes of 2001 bestsellers. The decline in Subscription revenues is primarily due to the timing of weekly magazine publications resulting in fewer issues in the first quarter of 2002 than in the comparable period in 2001. The growth in EBITDA is due primarily to the increase in commerce and content revenue and also to cost savings in connection with the integration of IPC.

FINANCIAL CONDITION AND LIQUIDITY
March 31, 2002

Current Financial Condition

             At March 31, 2002, AOL Time Warner had $28.5 billion of debt, $857 million of cash and equivalents (net debt of $27.6 billion, defined as total debt less cash and cash equivalents) and $98 billion of shareholders' equity, compared to $22.8 billion of debt, $719 million of cash and equivalents (net debt of $22.1 billion) and $152.1 billion of shareholders' equity at December 31, 2001. In addition, the Company also had approximately $769 million of redeemable preferred securities outstanding, which was previously issued by AOL Europe, and was classified as Minority Interest in the accompanying consolidated balance sheet.

              At March 31, 2002, the Company had approximately $4.5 billion of committed, available funding. In early April 2002, the Company issued $6.0 billion principal amount of debt in a public offering under AOL Time Warner's $10 billion shelf registration statement discussed below. These proceeds were primarily used to repay borrowings under bank credit agreements and commercial paper programs. Taking these repayments into account, the Company has approximately $10 billion of committed, available funding as of April 24, 2002.

             As discussed in more detail below, management believes that AOL Time Warner's operating cash flow, cash and equivalents, borrowing capacity under committed bank credit agreements and commercial paper programs are sufficient to fund its capital and liquidity needs for the foreseeable future.

Cash Flows

Operating Activities

             During the first three months of 2002, AOL Time Warner's cash provided by operations amounted to $1.787 billion and reflected $1.943 billion of EBITDA, less $368 million of net interest payments, $59 million of net income taxes paid and $195 million of payments to settle merger and restructuring liabilities. Cash flow from operations also reflects a reduction in other working capital requirements of $466 million.

11

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

             Cash provided by operations of $804 million on a pro forma basis for the first three months of 2001 reflected $1.912 billion of pro forma EBITDA, less $506 million of pro forma net interest payments, $122 million of pro forma net income taxes paid and $602 million of payments to settle restructuring and merger-related liabilities. Cash flow from operations also reflects a reduction in other working capital requirements of $122 million.

             The growth in cash flow from operations is being driven primarily by the increase in EBITDA, lower income taxes and interest paid, a decrease in payments to settle restructuring and merger-related liabilities as well as improvements in working capital. On a historical basis in the first quarter of 2001, there was $976 million of cash provided by operations.

Investing Activities

             Cash used by investing activities was $6.368 billion the first three months of 2002, compared to cash provided by investing activities of $419 million on a pro forma basis in 2001. The cash used by investing activities in 2002 reflects approximately $5.728 billion of cash used for acquisitions and investments, including $5.3 billion which related to the acquisition of 80% of Bertelsmann's interest in AOL Europe. In addition, cash used by investing activities in 2002 included $663 million of capital expenditures and product development costs.

             The cash provided by investing activities of $419 million on a pro forma basis for the first three months of 2001 reflects $1.007 billion of cash used for acquisitions and investments and $913 million of capital expenditures and product development costs, offset in part by $690 million of cash acquired in the Merger and $1.649 billion of proceeds received from the sale of investments. The proceeds received from the sale of investments in 2001 was due primarily to the sale of short-term investments previously held by America Online, which were acquired in 2000. On a historical basis in the first quarter of 2001, there was $460 million of cash provided by investing activities.

             The reduction in cash from investing activities is primarily due to the increased cash used for acquisitions and investments, principally the acquisition of 80% of Bertelsmann's interest in AOL Europe. Also contributing to the decrease is the absence in 2002 of proceeds from the sale of short-term investments that occurred in the first quarter of 2001.

Financing Activities

             Cash provided by financing activities was $4.719 billion for the first three months of 2002. This compares to cash used by financing activities of $2.696 billion on a pro forma basis in 2001. The source of cash in 2002 principally resulted from approximately $4.969 billion of net incremental borrowings, primarily used to acquire 80% of Bertelsmann's interest in AOL Europe, and $147 million of proceeds received principally from the exercise of employee stock options, offset in part by the redemption of redeemable preferred securities at AOL Europe for $255 million, the repurchase of AOL Time Warner common stock for total cash of $102 million, $17 million of dividends and partnership distributions and $7 million of principal payments on capital leases.

             Cash used by financing activities of $2.696 billion on a pro forma basis for the first three months of 2001 primarily resulted from $1.765 billion of net payments on borrowings, the repurchase of AOL Time Warner common stock for an aggregate cost of $615 million, the redemption of mandatorily redeemable preferred securities of a subsidiary for $575 million and $21 million of dividends and partnership distributions, offset in part by $277 million of proceeds received principally from the exercise of employee stock options. On a historical basis in the first quarter of 2001, there was $2.778 billion of cash used by financing activities. The increase in cash from financing activities is principally due to net incremental borrowings used to finance the acquisition of Bertelsmann's interest in AOL

12

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Europe.

Free Cash Flow

             AOL Time Warner evaluates operating performance based on several measures including free cash flow, which is defined as cash provided by operations less capital expenditures and product development costs, dividend payments and partnership distributions, and principal payments on capital leases. The comparability of AOL Time Warner's free cash flow has been affected by certain significant unusual and nonrecurring items in each period. Specifically, AOL Time Warner's free cash flow has been impacted by the cash impact of the significant and nonrecurring items previously discussed. In addition, free cash flow has been impacted by payments made in settling other merger and restructuring liabilities. For the first three months of 2002, these items aggregated approximately $195 million of cash payments. On both a pro forma and historical basis for 2001 these items aggregated approximately $602 million. Excluding the effect of these nonrecurring items, free cash flow increased to $1.295 billion in 2002 from $472 million on a pro forma basis in 2001 ($651 million on a historical basis), primarily due to the increase in EBITDA, improved cash flows from our filmed entertainment businesses, reduced interest and taxes paid, lower capital expenditures and product development costs and improvements in working capital. Part of the quarter's growth in free cash flow was related to the timing of various cash payments and receipts which is expected to have an offsetting impact on free cash flow generation in future quarters. On an as reported basis, free cash flow in 2002 was $1.100 billion, compared to a deficit of $130 million on a pro forma basis in 2001 (free cash flow of $49 million on a historical basis).

TWE Cash Flow Restrictions

             The assets and cash flows of TWE are restricted by certain borrowing and partnership agreements and are unavailable to AOL Time Warner except through the payment of certain fees, reimbursements, cash distributions and loans, which are subject to limitations. Under its bank credit agreement, TWE is permitted to incur additional indebtedness to make loans, advances, distributions and other cash payments to AOL Time Warner, subject to its individual compliance with the cash flow coverage and leverage ratio covenants contained therein.

Common Stock Repurchase Program

             In January 2001, AOL Time Warner's Board of Directors authorized a common stock repurchase program that allows AOL Time Warner to repurchase, from time to time, up to $5 billion of common stock over a two-year period. During the first three months of 2002, the Company repurchased approximately 4 million shares at an aggregate cost of $102 million. These repurchases increased the cumulative shares purchased under this common stock repurchase program to approximately 79.4 million shares at an aggregate cost of $3.148 billion. In an effort to maintain financial flexibility, the pace of share repurchases under this program has slowed in 2002.

$10 Billion Shelf Registration Statement

             In January 2001, AOL Time Warner filed a shelf registration statement with the SEC, which allowed AOL Time Warner to offer and sell from time to time, debt securities, preferred stock, series common stock, common stock and/or warrants to purchase debt and equity securities in amounts up to $10 billion in initial aggregate public offering prices. On April 19, 2001, AOL Time Warner issued an aggregate of $4 billion principal amount of debt securities under this shelf registration statement at various fixed interest rates and maturities of 5, 10 and 30 years. On April 8, 2002, AOL Time Warner issued the remaining $6 billion principal amount of debt securities under this

13

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

shelf registration statement at various fixed interest rates and maturities of 3, 5, 10 and 30 years. The net proceeds to the Company were approximately $3.964 billion under the first issuance and approximately $5.930 billion under the second issuance, both of which were used for general corporate purposes, including, but not limited to, the repayment of outstanding commercial paper and bank debt. The securities under both issuances are guaranteed on an unsecured basis by each of America Online and Time Warner. In addition, Time Warner Companies, Inc. and Turner Broadcasting System, Inc. have guaranteed, on an unsecured basis, Time Warner's guarantee of the securities. The Company plans to file a new shelf registration statement in the near future.

Capital Expenditures and Product Development Costs

             AOL Time Warner's overall capital expenditures and product development costs for the three months ended March 31, 2002 was $663 million, a decrease of $250 million over capital expenditures and product development costs on a pro forma basis for 2001 of $913 million ($906 million on a historical basis). AOL Time Warner's capital expenditures and product development costs and the related decrease in capital expenditures and product development costs is due principally to the Cable segment. Over the past three years, the Cable segment 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 expenditures by the Cable segment amounted to $432 million for the three months ended March 31, 2002, compared to $577 million on a pro forma and historical basis for the three months ended March 31, 2001. As more systems are upgraded, the fixed portion of Cable's capital expenditures are replaced with spending that varies based on the number of new subscribers. Capital expenditures by the Cable segment is expected to continue to be funded by the Cable segment's operating cash flow.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

             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 the Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of such changes, new information, future events or otherwise.

             AOL Time Warner operates in highly competitive, consumer-driven and rapidly changing Internet, media and entertainment businesses. These businesses are affected by government regulation, economic, political and social conditions, consumer response to new and existing products and services, technological developments and, particularly in view of new technologies, the continued ability to protect intellectual property rights. AOL Time Warner'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 AOL Time Warner's other filings with the SEC and the following:

• For AOL Time Warner's America Online businesses, the ability to develop new products and services to remain competitive; the ability to develop, adopt or have access to new technologies; the ability to successfully

14

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

implement its broadband strategy; the ability to have access to distribution channels controlled by third parties; the ability to retain and grow the subscriber base; the ability to provide adequate server, network and system capacity; the risk of unanticipated increased costs for network services; increased competition from providers of Internet services; the ability to maintain or enter into new electronic commerce, advertising, marketing or content arrangements; the ability to maintain and grow market share in the enterprise software industry; the risks from changes in U.S. and international regulatory environments affecting interactive services; and the ability to continue to expand successfully internationally.
 
• For AOL Time Warner'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 be available at prices consumers are willing to pay, to function as expected and to be delivered in a timely fashion; fluctuations in spending levels by advertisers and consumers; and greater than expected increases in programming or other costs.
   
• For AOL Time Warner's filmed entertainment businesses generally, 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; the potential repeal of the Sonny Bono Copyright Term Extension Act; the uncertain impact of technological developments which may facilitate piracy of the Company's copyrighted works; and risks associated with foreign currency exchange rates. With respect to feature films, the increasing marketing costs associated with theatrical film releases in a highly competitive marketplace; with respect to television programming, a decrease in demand for television programming provided by non-affiliated producers; and with respect to home video, the ability to maintain relationships with significant customers in the rental and sell-through markets.
   
• For AOL Time Warner's 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 network advertising to economic cyclicality and to new media technologies; the impact of consolidation among cable and satellite distributors; piracy of programming by means of Internet peer-to-peer file sharing; the impact of personal video recorder ''ad-stripping'' functions on advertising sales; 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.
   
• For AOL Time Warner's music business, its ability to continue to attract and select desirable talent at manageable costs; the popular demand for particular artists and albums; the timely completion of albums by major artists; its ability to continue to enforce its intellectual property rights in digital environments; piracy of programming by means of Internet peer-to-peer file sharing; its ability to develop a successful business model applicable to a digital online environment; the potential repeal of Subsection (6) of California Labor Code Section 2855 regarding the maximum length of personal service contracts; the potential repeal of the Sonny Bono Copyright Term Extension Act; risks associated with foreign currency exchange rates; and the overall strength of global music sales.
   

15

AOL TIME WARNER INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

• For AOL Time Warner's print media and publishing businesses, fluctuations in spending levels by advertisers and consumers; unanticipated increases in paper, postal and distribution costs (including costs resulting from financial pressure on the U.S. Postal Service); increased costs and business disruption resulting from instability in the newsstand distribution channel; the introduction and increased popularity of alternative technologies for the provision of news and information; and the ability to continue to develop new sources of circulation.
   
• The risks related to the continued successful operation of the businesses of AOL Time Warner on an integrated basis and the possibility that the Company will not be able to continue to realize the benefits of the combination of these businesses.

             In addition, the Company's overall financial strategy, including growth in operations, maintaining its financial ratios and a strong balance sheet, could be adversely affected by increased interest rates, failure to meet earnings expectations, significant acquisitions or other transactions, economic slowdowns and changes in the Company's plans, strategies and intentions.

16

AOL TIME WARNER INC.
CONSOLIDATED BALANCE SHEET

	March 31, 2002 Historical			December 31, 2001 Historical
	(Unaudited)
	(millions, except per share amounts)
ASSETS
Current assets
Cash and equivalents	$	857		$	719
Receivables, less allowances of $2.036 and $1.889 billion		4,904			6,054
Inventories		1,900			1,791
Prepaid expenses and other current assets		1,875			1,710
Total current assets		9,536			10,274
Noncurrent inventories and film costs		3,519			3,490
Investments, including available-for-sale securities		6,178			6,886
Property, plant and equipment		12,850			12,684
Intangible assets subject to amortization		7,419			7,289
Intangible assets not subject to amortization		37,728			37,708
Goodwill		80,178			127,424
Other assets		2,949			2,804
Total assets	$	160,357		$	208,559
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	2,105		$	2,257
Participations payable		1,342			1,253
Royalties and programming costs payable		1,555			1,515
Deferred revenue		1,636			1,456
Debt due within one year		102			48
Other current liabilities		5,799			6,443
Total current liabilities		12,539			12,972
Long-term debt		28,380			22,792
Deferred income taxes		11,173			11,260
Deferred revenue		1,024			1,054
Other liabilities		4,867			4,819
Minority interests		4,407			3,591
Shareholders' equity
Series LMCN-V Common Stock, $0.01 par value, 171.2 million shares     outstanding in each period		2			2
AOL Time Warner Common Stock, $0.01 par value, 4.276 and     4.258 billion shares outstanding		42			42
Paid-in capital		155,336			155,172
Accumulated other comprehensive income, net		21			49
Retained earnings		(57,434	)		(3,194	)
Total shareholders' equity		97,967			152,071
Total liabilities and shareholders' equity	$	160,357		$	208,559

See accompanying notes.

17

AOL TIME WARNER INC.
CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended March 31,
(Unaudited)

	2002 Historical			2001(a) Pro Forma			2001 Historical
	(millions, except per share amounts)
Revenues:
Subscriptions	$	4,740		$	4,150		$	3,889
Advertising and commerce		1,825			2,097			2,036
Content and other		3,199			3,186			3,192
Total revenues(b)		9,764			9,433			9,117
Costs of revenues(b)		(5,830	)		(5,534	)		(5,047	)
Selling, general and administrative(b)		(2,452	)		(2,371	)		(2,371	)
Amortization of goodwill and other intangible assets		(166	)		(166	)		(1,775	)
Merger and restructuring costs		(107	)		(71	)		(71	)
Operating income (loss)		1,209			1,291			(147	)
Interest expense, net(b)		(379	)		(435	)		(319	)
Other expense, net(b)		(698	)		(728	)		(872	)
Minority interest expense		(126	)		(121	)		(104	)
Income (loss) before income taxes and cumulative effect of     accounting change		6			7			(1,442	)
Income tax benefit (provision)		(7	)		(28	)		73
Loss before cumulative effect of accounting change		(1	)		(21	)		(1,369	)
Cumulative effect of accounting change		(54,239	)		—			—
Net loss applicable to common shares	$	(54,240	)	$	(21	)	$	(1,369	)
Basic and diluted income (loss) per common share before     cumulative effect of accounting change	$	—		$	—		$	(0.31	)
Cumulative effect of accounting change		(12.25	)		—			—
Basic and diluted net loss per common share	$	(12.25	)	$	—		$	(0.31	)
Average basic and diluted common shares		4,429.3			4,412.7			4,412.7

(a)	In order to enhance comparability, pro forma financial statements for 2001 are presented supplementally as if IPC and the remaining interest in AOL Europe had been acquired and FAS 142 had been applied at the beginning of 2001 (Note 1).
(b)	Includes the following income (expenses) resulting from transactions with related companies:

Revenues	$	222		$	237		$	237
Cost of revenues		(82	)		(103	)		(103	)
Selling, general and administrative		(5	)		(13	)		(13	)
Interest expense, net		4			4			4
Other expense, net		(4	)		(5	)		(5	)

See accompanying notes.

18

AOL TIME WARNER INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Three Months Ended March 31,
(Unaudited)

	2002 Historical			2001(a) Pro Forma			2001 Historical
	(millions)
OPERATIONS
Net loss	$	(54,240	)	$	(21	)	$	(1,369	)
Adjustments for noncash and nonoperating items:
Cumulative effect of accounting change		54,239			—			—
Depreciation and amortization		734			621			2,222
Amortization of film costs		558			626			626
Loss on writedown of investments		590			620			620
Net gain on sale of investments		—			(3	)		(3	)
Equity in losses of investee companies after distributions		113			78			221
Changes in operating assets and liabilities, net of acquisitions		(207	)		(1,117	)		(1,341	)
Cash provided by operations		1,787			804			976
INVESTING ACTIVITIES
Acquisition of Time Warner Inc. cash and equivalents		—			690			690
Investments and acquisitions, net of cash acquired		(5,728	)		(1,007	)		(973	)
Capital expenditures and product development costs		(663	)		(913	)		(906	)
Investment proceeds		23			1,649			1,649
Cash provided (used) by investing activities		(6,368	)		419			460
FINANCING ACTIVITIES
Borrowings		6,201			2,326			2,247
Debt repayments		(1,232	)		(4,091	)		(4,091	)
Redemption of mandatorily redeemable preferred securities of subsidiary		(255	)		(575	)		(575	)
Proceeds from exercise of stock option and dividend reimbursement plans		147			277			277
Current period repurchases of common stock		(102	)		(615	)		(615	)
Dividends paid and partnership distributions		(17	)		(21	)		(21	)
Principal payments on capital leases		(7	)		—			—
Other		(16	)		3			—
Cash provided (used) by financing activities		4,719			(2,696	)		(2,778	)
INCREASE (DECREASE) IN CASH AND EQUIVALENTS		138			(1,473	)		(1,342	)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		719			2,801			2,610
CASH AND EQUIVALENTS AT END OF PERIOD	$	857		$	1,328		$	1,268

(a)  In order to enhance comparability, pro forma financial statements for 2001 are presented supplementally as if IPC and the remaining interest in AOL Europe had been acquired and FAS 142 had been applied at the beginning of 2001 (Note 1).

See accompanying notes.

19

AOL TIME WARNER INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three Months Ended March 31,
(Unaudited)

	2002 Historical			2001 Historical
	(millions)
BALANCE AT BEGINNING OF PERIOD	$	152,071		$	6,778
Issuance of common stock in connection with America Online-Time Warner merger		—			146,430
Reversal of America Online's deferred tax valuation allowance		—			4,419
Balance at beginning of period, adjusted to give effect to the America Online-     Time Warner merger		152,071			157,627
Net loss		(54,240	)		(1,369	)
Other comprehensive income (loss)(a)		(28	)		50
Comprehensive loss		(54,268	)		(1,319	)
Repurchases of AOL Time Warner common stock		(102	)		(615	)
Other, principally shares issued pursuant to stock option and benefit plans,     including $81 and $555 million of tax benefit		266			832
BALANCE AT END OF PERIOD	$	97,967		$	156,525

(a)  2002 includes a $4 million pretax reduction (income tax impact of $2 million) related to the write-down of certain investments, accounted for under FAS 115, from a decline in market value determined to be other-than-temporary.

See accompanying notes.

20

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

          AOL Time Warner Inc. (''AOL Time Warner'' or the ''Company'') 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.

          AOL Time Warner classifies its business interests into six fundamental areas: AOL, consisting principally of interactive services, Web properties, Internet technologies and electronic commerce services; Cable, consisting principally of interests in cable television systems; Filmed Entertainment, consisting principally of interests in filmed entertainment and television production; Networks, consisting principally of interests in cable television and broadcast network programming; Music, consisting principally of interests in recorded music and music publishing; and Publishing, consisting principally of interests in magazine publishing, book publishing and direct marketing. Financial information for AOL Time Warner's various business segments is presented in Note 10.

          Each of the business interests within AOL Time Warner—AOL, Cable, Filmed Entertainment, Networks, Music and Publishing—is important to management's objective of increasing shareholder value through the creation, extension and distribution of recognizable brands and copyrights throughout the world. Such brands and copyrights include (1) leading worldwide Internet services, such as the AOL and Compuserve services, leading Web properties, such as Netscape, Moviefone and MapQuest, instant messaging services, such as ICQ and AOL Instant Messenger, and music properties, such as the AOL Music Channel, Winamp and SHOUTcast, (2) Time Warner Cable, currently the second largest operator of cable television systems in the U.S., (3) the unique and extensive film, television and animation libraries owned or managed by Warner Bros. and New Line Cinema, and trademarks such as the Looney Tunes characters, Batman and The Flintstones, (4) leading television networks, such as The WB Network, HBO, Cinemax, CNN, TNT, TBS Superstation and Cartoon Network, (5) 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 and (6) magazine franchises, such as Time, People and Sports Illustrated.

Investment in Time Warner Entertainment Company, L.P.

          A majority of AOL Time Warner's interests in filmed entertainment, television production, television broadcasting and cable television systems, and a portion of its interests in cable television programming are held through Time Warner Entertainment Company, L.P. (''TWE''). 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 (''Series B 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''). Due to the Company's 100% ownership of the Series B Capital, AOL Time Warner's economic interest in TWE exceeds 74.49%.

21

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Basis of Presentation

Interim Financial Statements

             The accompanying consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the financial position and the results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles applicable to interim periods. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements of AOL Time Warner, included in its Annual Report on Form 10-K for the year ended December 31, 2001, as amended (the ''2001 Form 10-K'').

Revenue Classification Changes

Reimbursement of ''Out-of-Pocket'' Expenses

             In November 2001, the Financial Accounting Standards Board (''FASB'') Staff issued as interpretive guidance EITF Topic No. D-103, ''Income Statement Characterization of Reimbursements Received for 'Out-of-Pocket' Expenses Incurred'' (''Topic D-103''). Topic D-103 requires that reimbursements received for out-of-pocket expenses be classified as revenue on the income statement and was effective for AOL Time Warner in the first quarter of 2002. The new guidance requires retroactive restatement of all periods presented to reflect the new accounting provisions. This change in revenue classification impacts AOL Time Warner's Cable and Music segments, resulting in an increase in both revenues and costs of approximately $99 million on both a pro forma and historical basis in the first quarter of 2001.

Emerging Issues Task Force Issue No. 01-09

             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,'' which was later codified along with other similar issues, into EITF 01-09, ''Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products'' (''EITF 01-09''). EITF 01-09 was effective for AOL Time Warner in the first quarter of 2002. EITF 01-09 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. The new guidance impacts AOL Time Warner's AOL, Music and Publishing segments and requires retroactive restatement of all periods presented to reflect the new accounting provisions. As a result of applying the provisions of EITF 01-09, the Company's revenues and costs each were reduced by an equal amount of approximately $62 million on a pro forma and historical basis in the first quarter of 2001.

22

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Accounting for Business Combinations

             In July 2001, the FASB issued Statements of Financial Accounting Standards (''Statement'') No. 141, ''Business Combinations'' 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. 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 were effective for AOL Time Warner in the first quarter of 2002 and for purchase business combinations consummated after June 30, 2001. Upon adoption of FAS 142 in the first quarter of 2002, AOL Time Warner recorded a one-time, noncash charge of approximately $54 billion to reduce the carrying value of its goodwill. Such charge is non-operational in nature and is reflected as a cumulative effect of an accounting change in the accompanying consolidated statement of operations. For additional discussion on the impact of adopting FAS 142, see Note 3.

Reclassifications

             Certain reclassifications have been made to the prior year's financial information to conform to the March 31, 2002 presentation.

2. MERGER AND RESTRUCTURING COSTS

Merger Costs

          In accordance with generally accepted accounting principles, AOL Time Warner generally treats merger costs relating to business combinations accounted for using the purchase method of accounting as additional purchase price paid. However, certain merger costs do not meet the criteria for capitalization and are expensed as incurred. Certain merger costs were expensed as incurred as they either related to the operations of the acquirer, including the AOL operations with respect to the Merger, or otherwise did not qualify as a liability or cost assumed in a purchase business combination, including AOL Time Warner's acquisition of Time Warner. Merger costs both capitalized and expensed are discussed in more detail in the following paragraphs.

Merger Costs Capitalized as a Cost of Acquisition

             In connection with the Merger, the Company has reviewed its operations and implemented several plans to restructure the operations of America Online and Time Warner (''restructuring plans''). As part of the restructuring plans, the Company accrued a restructuring liability of approximately $1.340 billion during 2001. The restructuring accruals relate to costs to exit and consolidate certain activities of Time Warner, as well as costs to terminate employees across various Time Warner 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, approximately $880 million related to work force reductions and represented employee termination benefits. Because certain employees can defer receipt of termination benefits for

23

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

up to 24 months, cash payments are continuing after the employee was terminated. Termination payments of approximately $300 million were made in 2001 ($40 million of which was in the first quarter) and an additional $104 million was paid in the first quarter of 2002. In addition, there were noncash reductions in the restructuring accrual of approximately $16 million, as actual termination payments were less than amounts originally estimated. As of March 31, 2002, the remaining liability of approximately $460 million was primarily classified as a current liability in the accompanying consolidated balance sheet.

          The restructuring accrual also includes approximately $460 million associated with exiting certain activities, primarily related to lease and contract termination costs. Specifically, the Company plans to consolidate certain operations and has exited other under-performing operations, including the Studio Store operations of the Filmed Entertainment segment and the World Championship Wrestling operations of the Networks segment. The restructuring accrual associated with other exiting activities specifically includes incremental costs and contractual termination obligations for items such as lease 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 $165 million in 2001 ($20 million of which was paid in the first quarter) and an additional $36 million was paid in the first quarter of 2002. As of March 31, 2002, the remaining liability of approximately $259 million was primarily classified as a current liability in the accompanying consolidated balance sheet.

          Selected information relating to the restructuring costs included in the allocation of the cost to acquire Time Warner follows (in millions):

	Employee Termination			Other Exit Costs			Total
Initial Accruals	$	880		$	460		$	1,340
Cash paid—2001		(300	)		(165	)		(465	)
Restructuring liability as of December 31, 2001		580			295			875
Cash paid—2002		(104	)		(36	)		(140	)
Noncash reductions(a)—2002		(16	)		—			(16	)
Restructuring liability as of March 31, 2002	$	460		$	259		$	719

(a)  Noncash reductions represent adjustments to the restructuring accrual, and a corresponding reduction in goodwill, as actual costs related to employee terminations and other exit costs were less than originally estimated.

             Merger Costs Expensed as Incurred

             During 2001, the restructuring plans included approximately $250 million of merger costs that were expensed as incurred and included in ''merger and restructuring costs'' in the accompanying consolidated statement of operations ($71 million of which was recognized in the first quarter). Of the $250 million, approximately $201 million related to employee termination benefits and other contractual terminations at the AOL segment, approximately $37 million related to the renegotiation of various contractual commitments in the Music segment and

24

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

approximately $12 million of other merger costs, primarily relating to costs incurred in connection with the termination of AOL Time Warner's merger discussions with AT&T regarding their broadband businesses. As of March 31, 2002, approximately $55.3 million of the $250 million had not been paid and is primarily classified as a current liability in the accompanying consolidated balance sheet.

Restructuring Costs

             During the first quarter of 2002, the Company has incurred and accrued other restructuring costs of $107 million related to various contractual terminations and obligations, including certain contractual employee termination benefits. No amounts have been paid against these accruals as of March 31, 2002. As such, the entire amount is primarily classified as a current liability in the accompanying consolidated balance sheet. These costs are included in ''merger and restructuring costs'' in the accompanying consolidated statement of operations.

             Included in the 2002 restructuring charge is $64 million related to lease obligations of the AOL segment for network modems that will no longer be used as network providers upgrade their networks to newer technology. Specifically, under certain existing agreements with network providers, AOL is leasing the modems used in providing network services from third-parties. During the first quarter of 2002, a plan was established under which a network provider would upgrade and replace the AOL supplied modems. Accordingly, the Company accrued the remaining lease obligations, less estimated recoveries, for the period that these modems will no longer be in use.

             In addition to the lease costs referred to above, there is one remaining network arrangement that continues to use AOL supplied modems, in which AOL has a remaining modem lease obligation of $70 million. AOL is currently in discussions with the network provider regarding the use of AOL supplied modems. If the network provider of this remaining network arrangement should similarly decide to replace the AOL modems, the Company could be required to recognize an additional restructuring charge in subsequent periods for the portion of the remaining lease obligation, less estimated recoveries, related to the period the AOL modems would not be in use.

3. GOODWILL AND INTANGIBLE ASSETS

             As discussed in Note 1, in January 2002, AOL Time Warner adopted FAS 142, which requires companies to stop amortizing goodwill and certain intangible assets with an indefinite useful life. Instead, FAS 142 requires that goodwill and intangible assets deemed to have an indefinite useful life be reviewed for impairment upon adoption of FAS 142 (January 1, 2002) and annually thereafter. The Company will perform its annual impairment review during the fourth quarter of each year, commencing in the fourth quarter of 2002.

             Under FAS 142, goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. The Company's reporting units are generally consistent with the operating segments underlying the segments identified in Note 10—Segment Information. This methodology differs from AOL Time Warner's previous policy, as permitted under accounting standards existing at that time, of using undiscounted cash flows on an enterprise-wide basis to determine if goodwill is recoverable.

             Upon adoption of FAS 142 in the first quarter of 2002, AOL Time Warner recorded a one-time, noncash charge of approximately $54 billion to reduce the carrying value of its goodwill. Such charge is nonoperational in nature and is reflected as a cumulative effect of an accounting change in the accompanying consolidated statement of

25

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

operations. In calculating the impairment charge, the fair value of the impaired reporting units underlying the segments were estimated using either a discounted cash flow methodology or recent comparable transactions.

             The FAS 142 goodwill impairment is associated solely with goodwill resulting from the Merger. The amount of the impairment primarily reflects the decline in the Company's stock price since the Merger was announced and valued for accounting purposes in January of 2000. Prior to performing the review for impairment, FAS 142 required that all goodwill deemed to be related to the entity as a whole be assigned to all of the Company's reporting units, including the reporting units of the acquirer. This differs from the previous accounting rules where goodwill was assigned only to the businesses of the company acquired. As a result, a portion of the goodwill generated in the Merger has been reallocated to the AOL segment.

          A summary of changes in the Company's goodwill during the quarter, and total assets at March 31, 2002, by business segment is as follows (in millions):

	Goodwill										Total Assets
	January 1, 2002(1)		Acquisitions & Adjustments(2)			Impairments(3)			March 31, 2002		March 31, 2002
AOL	$	27,729	$	7,036		$	—		$	34,765	$	41,160
Cable		33,263		—			(22,980	)		10,283		48,350
Filmed Entertainment(4)		9,110		(92	)		(4,091	)		4,927		15,736
Networks(5)		33,562		22			(13,077	)		20,507		31,642
Music		5,477		13			(4,796	)		694		7,431
Publishing		18,283		(22	)		(9,259	)		9,002		14,240
Corporate		—		—			—			—		1,798
Total	$	127,424	$	6,957		$	(54,203	)	$	80,178	$	160,357

(1)	Reflects the reallocation of goodwill to the AOL reporting unit under FAS 142.
(2)	Adjustments primarily relate to the Company's preliminary purchase price allocation for several acquisitions. Specifically, the ultimate goodwill associated with certain acquisitions (including IPC, Business 2.0, Synapse, AOL Europe, and This Old House) continues to be adjusted as the value of the assets and liabilities (including merger liabilities) acquired are finalized.
(3)	The impairment charge does not include approximately $36 million related to goodwill impairments associated with equity investees.
(4)	Includes impairments at Warner Bros. $(2.851 billion) and at the Turner filmed entertainment businesses $(1.240 billion).
(5)	Includes impairments at the Turner cable networks $(10.933 billion), HBO $(1.933 billion) and The WB Network $(211 million).

26

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

          As of March 31, 2002 and December 31, 2001, the Company's intangible assets and related accumulated amortization consisted of the following (in millions):

	As of March 31, 2002							As of December 31, 2001
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Intangible assets subject to amortization:
Music catalogues and     copyrights	$	3,157	$	(196	)	$	2,961	$	3,080	$	(153	)	$	2,927
Film library		3,559		(244	)		3,315		3,559		(196	)		3,363
Customer lists and other     intangible assets		1,738		(595	)		1,143		1,519		(520	)		999
Total	$	8,454	$	(1,035	)	$	7,419	$	8,158	$	(869	)	$	7,289
Intangible assets not subject to amortization:
Cable television franchises	$	28,456	$	(1,878	)	$	26,578	$	28,452	$	(1,878	)	$	26,574
Sports franchises		500		(20	)		480		500		(20	)		480
Brands, trademarks and other     intangible assets		10,990		(320	)		10,670		10,974		(320	)		10,654
Total	$	39,946	$	(2,218	)	$	37,728	$	39,926	$	(2,218	)	$	37,708

          The Company recorded amortization expense of $166 million during the first quarter of 2002 compared to $166 million on a pro forma basis during the first quarter of 2001. Based on the current amount of intangible assets subject to amortization, the estimated amortization expense for each of the succeeding 5 years are as follows: 2002: $648 million; 2003: $637 million; 2004: $613 million; 2005: $560 million; and 2006: $429 million. As acquisitions and dispositions occur in the future and as purchase price allocations are finalized, these amounts may vary.

          During the first quarter of 2002, the Company acquired the following intangible assets:

	millions		Weighted Average Amortization Period
Music catalogues and copyrights	$	77	15 years
Cable television franchises		4	Indefinite
Customer lists and other intangible assets		219	5 years
Brands, trademarks and other intangible assets		16	Indefinite
Total	$	316

27

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

             The 2001 results on a historical basis do not reflect the provisions of FAS 142. Had AOL Time Warner adopted FAS 142 on January 1, 2001, the historical net income (loss) and basic and diluted net income (loss) per common share would have been changed to the adjusted amounts indicated below:

	Three Months Ended March 31, 2001
	(millions, except per share amounts)
	Net income (loss)			Net income (loss) per basic common share			Net income (loss) per diluted common share
As reported—historical basis	$	(1,369	)	$	(0.31	)	$	(0.31	)
Add: Goodwill amortization		1,275			0.29			0.29
Add: Intangible amortization		364			0.08			0.08
Add: Equity investee goodwill amortization		143			0.03			0.03
Minority interest impact		(17	)		—			—
Income tax impact (a)		(196	)		(0.04	)		(0.04	)
Adjusted	$	200		$	0.05		$	0.05

(a) Because goodwill is nondeductible for tax purposes, the income tax impact reflects only the ceasing of intangible amortization and equity investee goodwill amortization.

4. INVESTMENTS

Investment Write-Downs

             The United States economy has experienced a broad decline in the public equity markets, particularly in technology stocks, including investments held in the Company's portfolio. Similarly, the Company experienced significant declines in the value of certain privately held investments, restricted securities and investments accounted for using the equity method of accounting. As a result, the Company recorded noncash pretax charges to reduce the carrying value of certain investments that experienced other-than-temporary declines of approximately $581 million in the first quarter of 2002 and $620 million in the first quarter of 2001 on both a pro forma and historical basis, which are included in other expense, net, in the accompanying consolidated statement of operations.

             Included in the 2002 charge is a charge of approximately $571 million to reduce AOL Time Warner's investment in Time Warner Telecom Inc. (''Time Warner Telecom'') for a decline deemed to be other than temporary. Time Warner Telecom is a leading fiber facilities-based provider of metropolitan and regional optical broadband networks and services to business customers. The value of the Time Warner Telecom investment was adjusted upward in the Merger by over $2 billion to its estimated fair value. Since the date of the Merger, Time Warner Telecom's share price has declined significantly, resulting in impairment charges of approximately $1.2 billion in the fourth quarter of 2001 and approximately $571 million in the first quarter of 2002.

             Since March 31, 2002, there has been a further decline in the fair value of AOL Time Warner's investment in Time Warner Telecom. As a result, as of May 2, 2002, the fair value of AOL Time Warner's investment in Time Warner Telecom has declined by approximately $159 million, representing a further decline from the Merger-adjusted value noted above. Consistent with its policy, management will continually evaluate whether such a decline in fair value should be considered to be other-than-temporary. Depending on the future performance of Time Warner Telecom, the Company may be required to record an additional significant noncash charge to write down its

28

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

investment to fair value due to a decline that is deemed to be other-than-temporary. Any such additional charge would be unrelated to the Company's core operations and would be recorded in other income (expense), net.

             As of March 31, 2002, Time Warner Telecom was owned 44% by AOL Time Warner, 14% by the Advance/Newhouse minority partners to TWE-A/N and 42% by other third parties. AOL Time Warner's interest in Time Warner Telecom is being accounted for using the equity method of accounting. For the year ended December 31, 2001, Time Warner Telecom had revenues, operating loss and net loss of $738 million, $30 million and $81 million, respectively.

AOL Latin America Convertible Debt

             America Online Latin America, Inc. (''AOL Latin America'') is a joint venture among AOL Time Warner, the Cisneros Group and Banco Itau (a leading Brazilian bank) that provides online services and support principally to customers in Brazil, Mexico and Argentina. In August 2000, AOL Latin America successfully completed an initial public offering of approximately 25 million shares of its Class A common stock, representing approximately 10% of the ownership interest in AOL Latin America at the time of the offering.

             In March 2002, AOL Time Warner announced that it will make available to AOL Latin America up to $160 million throughout 2002 to fund the operations of AOL Latin America. In exchange for this investment, AOL Time Warner will receive senior convertible notes. Each note will carry a fixed interest rate of 11% per annum (payable quarterly), will have a five-year maturity and will be convertible into AOL Latin America convertible preferred stock, which is convertible into Class A common stock of AOL Latin America at a conversion price of 20% above the then current market price at the time of investment. AOL Latin America has the option to redeem the notes after 18 months and the option to make interest payments in either cash or additional shares of convertible preferred stock. As of March 31, 2002, AOL Time Warner had provided AOL Latin America approximately $17 million of this committed amount with a conversion price of $3.624 per share.

5. AOL EUROPE

             AOL Europe S.A. (''AOL Europe'') was a joint venture between AOL Time Warner and Bertelsmann AG (''Bertelsmann''). AOL Europe provides the AOL service and the CompuServe service in several European countries. In March 2000, America Online and Bertelsmann announced an agreement to restructure their interests in AOL Europe. This restructuring consisted of a put and call arrangement under which the Company could purchase or be required to purchase Bertelsmann's 49.5% interest in AOL Europe for consideration ranging from $6.75 billion to $8.25 billion.

             On January 31, 2002, AOL Time Warner acquired 80% of Bertelsmann's 49.5% interest in AOL Europe for $5.3 billion in cash, as a result of Bertelsmann's exercise of its initial put option. AOL Time Warner has committed to acquire the remaining 20% of Bertelsmann's interest for $1.45 billion in cash in July 2002. As a result of the purchase of 80% of Bertelsmann's interest in AOL Europe, AOL Time Warner has a majority interest and began consolidating AOL Europe, retroactive to the beginning of 2002, including the approximate $573 million of debt on AOL Europe's balance sheet. This debt was subsequently refinanced with AOL Time Warner debt, carrying lower interest rates. Additionally, in February 2002, certain redeemable preferred securities previously issued by AOL Europe were redeemed for $255 million. Previously, the Company owned a 49.5% preferred interest in AOL Europe and accounted for its investment in AOL Europe using the equity method of accounting.

29

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

             As of January 1, 2002, AOL Europe had total assets of approximately $150 million, consisting principally of approximately $88 million in receivables and approximately $52 million in cash and equivalents. In addition, AOL Europe had approximately $2.0 billion of total liabilities, including approximately $573 million of debt, approximately $415 million of other current liabilities and approximately $1.0 billion of redeemable preferred securities, including $255 million of redeemable preferred securities redeemed in February 2002. The assets and liabilities of AOL Europe are included in the AOL segment. In connection with the allocation of the price paid by AOL Time Warner to acquire the additional interest in AOL Europe, the AOL segment recognized approximately $7.0 billion of goodwill and approximately $215 million of subscriber lists, which will be amortized over a useful life of 5 years with no residual value. The allocation of the purchase price is preliminary because the Company has yet to complete its valuation process for these intangible assets.

6. INVESTMENT IN TWE

             TWE is a Delaware limited partnership that was capitalized in 1992 to own and operate substantially all of the Filmed Entertainment-Warner Bros., Networks-HBO and The WB Network, and Cable businesses previously owned by subsidiaries of AOL Time Warner. AOL Time Warner, through its wholly owned subsidiaries, collectively owns general and limited partnership interests in TWE consisting of 74.49% of the Series A Capital and Residual Capital and 100% of the Series B Capital. The remaining 25.51% limited partnership interests in the Series A Capital and Residual Capital of TWE are held by AT&T. Certain AOL Time Warner subsidiaries are the general partners of TWE (the ''General Partners'').

             In addition to its existing interest in TWE, AT&T has an option to obtain up to an additional 6.33% of Series A Capital and Residual Capital interests. The determination of the amount of additional interests that AT&T is eligible to acquire is based on the compounded annual growth rate of TWE's adjusted Cable EBITDA, as defined in the option agreement, over the life of the option. The option is exercisable at any time through 2005. The option exercise price is dependent upon the year of exercise and, assuming the full amount of the option is vested, ranges from an exercise price of approximately $1.4 billion currently to $1.8 billion in 2005. Either AT&T or TWE may elect that the exercise price be paid with partnership interests rather than cash. AT&T initiated a process by which an independent investment banking firm has determined the amount by which AT&T would increase its interest in TWE if it were to exercise the option and were to pay the exercise price with partnership interests rather than cash. On April 19, 2002, AT&T delivered to TWE a notice of the exercise of the option on a cashless basis effective May 31, 2002. The exercise of this option will increase AT&T's interest by approximately 2.1%, to approximately 27.6% of the Series A Capital and Residual Capital of TWE.

             AT&T also has the right, during 60 day exercise periods occurring once every 18 months to request that TWE incorporate and register its stock in an initial public offering. If AT&T exercises such right, TWE can decline to incorporate and register its stock, in which case AT&T may cause TWE to purchase AT&T 's interest at the price at which an appraiser believes such stock could be sold in an initial public offering, subject to certain adjustments. In February 2001, AT&T delivered to TWE a notice requesting that TWE reconstitute itself as a corporation and register AT&T's partnership interests for public sale. The parties are in discussions regarding this registration rights process. The Company cannot at this time predict the outcome or effect, if any, of these discussions.

30

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

             The TWE partnership agreement provides for special allocations of income, loss and distributions of partnership capital, including priority distributions in the event of liquidation. As a result of the Merger, a portion of the $147 billion cost to acquire Time Warner was allocated to the underlying net assets of TWE, to the extent acquired. TWE reported a net income of $380 million, excluding a $22 billion noncash charge related to the cumulative effect of an accounting change, in the first quarter of 2002 and net income of $333 million on a pro forma basis in the first quarter of 2001 ($350 million net loss on a historical basis). Because of the priority rights over allocations of income and distributions of TWE held by the General Partners, $362 million of TWE's income for the three months ended March 31, 2002 was allocated to AOL Time Warner and $18 million was allocated to AT&T. On a pro forma basis for the three months ended March 31, 2001, $320 million of TWE's net income was allocated to AOL Time Warner and $13 million was allocated to AT&T ($344 million of TWE's loss was allocated to AOL Time Warner and $6 million was allocated to AT&T on a historical basis).

             The assets and cash flows of TWE are restricted by the TWE partnership and credit agreements. As such, they are unavailable for use by the partners except through the payment of certain fees, reimbursements, cash distributions and loans, which are subject to limitations.

7. INVENTORIES

             Inventories and film costs consist of:

	March 31, 2002		December 31, 2001
	(millions)
Programming costs, less amortization	$	2,646	$	2,536
Magazines, books, recorded music and other merchandise		531		553
Film costs—Theatrical:
Released, less amortization		866		847
Completed and not released		220		356
In production		484		381
Development and pre-production		297		290
Film costs—Television:
Released, less amortization		205		162
Completed and not released		142		95
In production		24		59
Development and pre-production		4		2
Total inventories and film costs(a)		5,419		5,281
Less current portion of inventory		1,900		1,791
Total noncurrent inventories and film costs	$	3,519	$	3,490

(a) Does not include $3.315 billion and $3.363 billion of film library costs as of March 31, 2002 and December 31, 2001, respectively which are included in intangible assets subject to amortization on the accompanying consolidated balance sheet. See Note 3.

8. LONG-TERM DEBT

             In January 2001, AOL Time Warner filed a shelf registration statement with the SEC, which allowed AOL Time Warner to offer and sell from time to time, debt securities, preferred stock, series common stock, common stock and/or warrants to purchase debt and equity securities in amounts up to $10 billion in initial aggregate public offering prices. On April 19, 2001, AOL Time Warner issued an aggregate of $4 billion principal amount of debt securities under this

31

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

shelf registration statement at various fixed interest rates and maturities of 5, 10 and 30 years. On April 8, 2002, AOL Time Warner issued the remaining $6 billion principal amount of debt securities under this shelf registration statement at various fixed interest rates and maturities of 3, 5, 10 and 30 years. The net proceeds to the Company were approximately $3.964 billion under the first issuance and approximately $5.930 billion under the second issuance, both of which were used for general corporate purposes, including, but not limited to, the repayment of outstanding commercial paper and bank debt. The securities under both issuances are guaranteed on an unsecured basis by each of America Online and Time Warner. In addition, Time Warner Companies, Inc. (''TW Companies'') and Turner Broadcasting System, Inc. have guaranteed, on an unsecured basis, Time Warner's guarantee of the securities.

9. MANDATORILY REDEEMABLE PREFERRED SECURITIES

             AOL Europe has 725,000 redeemable preferred securities outstanding with a liquidation preference of $725 million. Dividends are accreted at an annual rate of 6% and the total accumulated dividends as of March 31, 2002 were approximately $44 million. These securities and related dividends are classified as minority interest in the accompanying consolidated balance sheet. The preferred shares are required to be redeemed on April 1, 2003 in cash, AOL Time Warner stock or a combination thereof, at the Company's discretion.

             In 1995, the Company, through TW Companies, issued approximately 23 million Company-obligated mandatorily redeemable preferred securities of a wholly owned subsidiary (''Preferred Trust Securities'') for aggregate gross proceeds of $575 million. The sole assets of the subsidiary that was the obligor on the Preferred Trust Securities were $592 million principal amount of 8⁷/8% subordinated debentures of TW Companies due December 31, 2025. Cumulative cash distributions were payable on the Preferred Trust Securities at an annual rate of 8⁷/8%. The Preferred Trust Securities were mandatorily redeemable for cash on December 31, 2025, and TW Companies had the right to redeem the Preferred Trust Securities, in whole or in part, on or after December 31, 2000, or in other certain circumstances.

             On February 13, 2001, TW Companies redeemed all 23 million shares of the Preferred Trust Securities. The redemption price was $25 per security, plus accrued and unpaid distributions thereon equal to $0.265 per security. The total redemption price of $581 million was funded with borrowings under the Company's $7.5 billion revolving credit facility.

10. SEGMENT INFORMATION

             AOL Time Warner classifies its business interests into six fundamental areas: AOL, consisting principally of interactive services, Web properties, Internet technologies and electronic commerce services; Cable, consisting principally of interests in cable television systems; Filmed Entertainment, consisting principally of interests in filmed entertainment and television production; Networks, consisting principally of interests in cable television and broadcast network programming; Music, consisting principally of interests in recorded music and music publishing; and Publishing, consisting principally of interests in magazine publishing, book publishing and direct marketing.

             Information as to the operations of AOL Time Warner in different business segments is set forth below based on the nature of the products and services offered. AOL Time Warner 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 intangible assets (''EBITDA'').

32

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

             AOL Time Warner's results for 2002 have been impacted by certain transactions and events that cause them not to be comparable to the results reported in 2001. In order to make the 2001 operating results more comparable to the 2002 presentation and make an analysis of 2002 and 2001 more meaningful, supplemental pro forma operating results for 2001 have been presented as if IPC and the remaining interest in AOL Europe had been acquired and FAS 142 had been applied at the beginning of 2001.

             The accounting policies of the business segments are the same as those described in the summary of significant accounting policies under Note 1 in the 2001 Form 10-K. Intersegment sales are accounted for at fair value as if the sales were to third parties.

	Three Months Ended March 31,
	2002 Historical			2001(a) Pro Forma			2001(a) Historical
					(millions)
Revenues
AOL	$	2,297		$	2,302		$	2,108
Cable		2,012			1,693			1,693
Filmed Entertainment		2,136			2,212			2,212
Networks		1,786			1,699			1,699
Music		947			904			904
Publishing		1,081			1,051			929
Intersegment elimination		(495	)		(428	)		(428	)
Total revenues	$	9,764		$	9,433		$	9,117

(a) Revenues reflect the provisions of EITF 01-09 and Topic D-103 that were adopted by the Company in the first quarter of 2002, which require retroactive restatement of 2001 to reflect the new accounting provisions. As a result, the net impact of EITF 01-09 and Topic D-103 was to increase revenues and costs by equal amounts of approximately $37 million for the first quarter of 2001.

Intersegment Revenues

             In the normal course of business, the AOL Time Warner segments enter into transactions with one another. The most common types of intercompany transactions include:

• The Filmed Entertainment segment generating content revenue by licensing television and theatrical programming to the Networks segment;
   
• The Networks segment generating subscription revenues by selling cable network programming to the Cable segment; and
   
• The AOL, Cable, Networks and Publishing segments generating advertising and commerce revenue by cross-promoting the products and services of all AOL Time Warner segments.

             These intercompany transactions are recorded by each segment at fair value as if the transactions were with third parties and, therefore, impact segment performance. While intercompany transactions are treated like third-party transactions to determine segment performance, the revenues (and corresponding expenses recognized by the segment that is counterparty to the transaction) are eliminated in consolidation and, therefore, do not themselves impact consolidated results. Revenues recognized by AOL Time Warner's segments on intercompany transactions are as follows:

33

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

	Three Months Ended March 31,
	2002 Historical		2001 Pro Forma		2001 Historical
	(millions)
Intercompany Revenues
AOL	$	54	$	21	$	21
Cable		35		3		3
Filmed Entertainment		170		181		181
Networks		150		159		159
Music		76		57		57
Publishing		10		7		7
Total intercompany revenues	$	495	$	428	$	428

	Three Months Ended March 31,
	2002 Historical			2001 Pro Forma			2001 Historical
	(millions)
EBITDA(a)
AOL	$	433		$	507		$	684
Cable		841			768			768
Filmed Entertainment		181			113			113
Networks		431			449			449
Music		96			94			94
Publishing		145			127			113
Corporate		(79	)		(74	)		(74	)
Merger and restructuring costs		(107	)		(71	)		(71	)
Intersegment elimination		2			(1	)		(1	)
Total EBITDA	$	1,943		$	1,912		$	2,075

(a) EBITDA represents operating income (loss) before noncash depreciation of tangible assets and amortization of intangible assets. After deducting depreciation and amortization, AOL Time Warner's operating income was $1.209 billion in 2002 and $1.291 billion in 2001 (operating loss of $147 million on a historical basis).

	Three Months Ended March 31,
	2002 Historical		2001 Pro Forma		2001 Historical
	(millions)
Depreciation of Property, Plant and Equipment
AOL	$	129	$	106	$	101
Cable		323		242		242
Filmed Entertainment		19		22		22
Networks		39		39		39
Music		28		22		22
Publishing		23		19		16
Corporate		7		5		5
Total depreciation	$	568	$	455	$	447

34

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

	Three Months Ended March 31,
	2002 Historical		2001 Pro Forma		2001 Historical
	(millions)
Amortization of Intangible Assets(a)
AOL	$	42	$	46	$	35
Cable		1		—		626
Filmed Entertainment		48		48		118
Networks		3		4		474
Music		43		43		206
Publishing		29		25		233
Corporate		—		—		83
Total amortization	$	166	$	166	$	1,775

(a) Includes amortization relating to business combinations accounted for by the purchase method, substantially all of which arose in the $147 billion acquisition of Time Warner in 2001.

             As discussed in Note 3, when FAS 142 is initially applied, all goodwill recognized on the Company's consolidated balance sheet on that date is reviewed for impairment using the new guidance. Before performing the review for impairment, the new guidance requires that all goodwill deemed to relate to the entity as a whole be assigned to all of the Company's reporting units (generally, the AOL Time Warner operating segments), including the reporting units of the acquirer. This differs from the previous accounting rules, which required goodwill to be assigned only to the businesses of the company acquired. As a result, a portion of the goodwill generated in the Merger was reallocated to the AOL segment resulting in a change in segment assets. Following are AOL Time Warner's assets by business segment, reflecting the reallocation of goodwill in accordance with FAS 142, as of March 31, 2002 and December 31, 2001:

	March 31, 2002 Historical		December 31, 2001 Historical
	(millions)
Assets
AOL	$	41,160	$	34,072
Cable		48,350		71,269
Filmed Entertainment		15,736		20,646
Networks		31,642		44,580
Music		7,431		12,399
Publishing		14,240		23,374
Corporate		1,798		2,219
Total assets	$	160,357	$	208,559

11. COMMITMENTS AND CONTINGENCIES

             On January 22, 2002, Netscape, a wholly-owned subsidiary of America Online, sued Microsoft Corporation (''Microsoft'') in the United States District Court for the District of Columbia for antitrust violations under Sections 1 and 2 of the Sherman Act, as well as for other common law violations. Among other things, the complaint alleges that Microsoft's actions to maintain its monopoly in the market for Intel-compatible personal computer operating systems worldwide injured Netscape, consumers and competition in violation of Section 2 of the Sherman Act and

35

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

continues to do so. The complaint also alleges that Microsoft's actions constitute illegal monopolization and attempted monopolization of a worldwide market for Web browsers and that Microsoft has engaged in illegal practices by tying its Web browser, Internet Explorer, to Microsoft's operating system in various ways. The complaint seeks damages for the injuries inflicted upon Netscape, including treble damages and attorneys' fees, as well as injunctive relief to remedy the anti-competitive behavior alleged. On March 29, 2002, Microsoft filed its answer to the complaint denying all claims and allegations. Due to the preliminary status of the matter, it is not possible for the Company at this time to provide a view on its probable outcome or to provide a reasonable estimate as to the amount that might be recovered through this action.

             America Online has been named as defendant in several putative class action lawsuits brought by consumers and Internet service providers (''ISP''), alleging certain injuries to have been caused by installation of AOL versions 5.0 and 6.0 software. Subject to approval of the court, the parties have entered into a confidential settlement agreement covering the consumer AOL version 5.0 installation claims on terms that are not material to the Company's financial condition or results of operations. The ISP claims on AOL version 5.0 and the claims related to AOL version 6.0 remain pending. The remaining cases are in preliminary stages, but the Company believes that they are without merit and intends to defend them vigorously. The Company is unable, however, to predict the outcome of these cases, or reasonably estimate a range of possible loss given their current status.

             The Department of Labor has closed its investigation into the applicability of the Fair Labor Standards Act (''FLSA'') to America Online's Community Leader program without taking any action against the Company. However, putative classes of former and current Community Leader volunteers have brought lawsuits in several states against America Online alleging violations of the FLSA and comparable state statutes on the basis that they were acting as employees rather than volunteers in serving as Community Leaders and are entitled to wages. An additional putative class action lawsuit has been filed against the Company, America Online and AOL Community, Inc. alleging violations of the Employee Retirement Income Security Act (''ERISA'') on the basis that the plaintiffs were acting as employees rather than volunteers and are entitled to pension, welfare or other employee benefits under ERISA. Although the Company does not believe that these lawsuits regarding Community Leader volunteers have any merit and intends to defend against them vigorously, the Company is unable to predict the outcome of the cases, or reasonably estimate a range of possible loss due to the preliminary nature of the matters.

             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 began accruing on those amounts at the Georgia annual statutory rate of twelve percent. The Company paid the compensatory damages with accrued interest during the first quarter of 2001. 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 affirming the punitive damages award, and remanded the matter to the Georgia Court of Appeals for further consideration. The Georgia Court of Appeals affirmed and reinstated its earlier decision regarding the punitive damage award on March 29, 2002. On April 18, 2002, the defendants filed a petition for certiorari to the Georgia Supreme Court seeking review of the decision of the Georgia Court of Appeals and a decision on whether the court will hear the appeal is expected later in 2002.

36

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

             On April 8, 2002, three former employees of certain subsidiaries of the Company filed Henry Spann et al. v. AOL Time Warner Inc. et al., a purported class action, in the United States District Court for the Central District of California. Plaintiffs have named as defendants, among others, the Company, Time Warner Entertainment Company, L.P., Warner-Elektra-Atlantic Corporation, WEA Manufacturing Inc., Warner Bros. Records, Atlantic Recording Corporation, various pension plans sponsored by the companies and the administrative committees of those plans. Plaintiffs allege that defendants miscalculated the proper amount of pension benefits owed to them and other class members as required under the plans in violation of ERISA. Due to its preliminary status, the Company is unable to predict the outcome of the case or reasonably estimate a range of possible loss.

             The Company 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 the Company cannot predict the outcomes, the Company does not expect that the ultimate outcomes of these cases will have a material adverse impact on the Company's consolidated financial statements or results of operations.

             The costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in those matters (including those matters described above), and developments or assertions by or against the Company relating to intellectual property rights and intellectual property licenses, could have a material adverse effect on the Company's business, financial condition and operating results.

12. ADDITIONAL FINANCIAL INFORMATION

Cash Flows

             Additional financial information with respect to cash (payments) and receipts are as follows:

	Three Months Ended March 31,
	2002 Historical			2001 Pro Forma			2001 Historical
	(millions)
Cash payments made for interest	$	(402	)	$	(575	)	$	(460	)
Interest income received		34			69			69
Cash interest expense, net	$	(368	)	$	(506	)	$	(391	)
Cash payments made for income taxes	$	(71	)	$	(132	)	$	(132	)
Income tax refunds received		12			10			10
Cash taxes, net	$	(59	)	$	(122	)	$	(122	)

37

AOL TIME WARNER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Other Expense, Net

             Other expense, net, consists of:

	Three Months Ended March 31,
	2002 Historical			2001 Pro Forma			2001 Historical
	(millions)
Net investments losses(a)	$	(581	)	$	(639	)	$	(639	)
Losses on equity investees		(104	)		(62	)		(206	)
Losses on accounts receivable securitization programs		(11	)		(20	)		(20	)
Miscellaneous		(2	)		(7	)		(7	)
Total other expense, net	$	(698	)	$	(728	)	$	(872	)

(a) Includes a noncash pretax charge to reduce the carrying value of certain investments for other-than-temporary declines in value of approximately $581 million in 2002 and approximately $620 million in 2001 (Note 4).

Other Current Liabilities

             Other current liabilities consist of:

	March 31, 2002 Historical		December 31, 2001 Historical
	(millions)
Accrued expenses	$	5,119	$	5,474
Accrued compensation		580		904
Accrued income taxes		100		65
Total other current liabilities	$	5,799	$	6,443

38

AOL TIME WARNER INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
(Unaudited)

          America Online, Inc. (''America Online''), Time Warner Inc. (''Time Warner''), Time Warner Companies, Inc. (''TW Companies'') and Turner Broadcasting System, Inc. (''TBS'' and, together with America Online, Time Warner and TW Companies, the ''Guarantor Subsidiaries'') are wholly owned subsidiaries of AOL Time Warner Inc. (''AOL Time Warner''). AOL Time Warner, America Online, Time Warner, TW Companies and TBS have fully and unconditionally, jointly and severally, and directly or indirectly, guaranteed all of the outstanding publicly traded indebtedness of each other. Set forth below are condensed consolidating financial statements of AOL Time Warner, including each of the Guarantor Subsidiaries, presented for the information of each company's public debtholders. The following condensed consolidating financial statements present the results of operations, financial position and cash flows of (i) Ameri ca Online, Time Warner, TW Companies and TBS (in each case, reflecting investments in its consolidated subsidiaries under the equity method of accounting), (ii) the direct and indirect non-guarantor subsidiaries of AOL Time Warner and (iii) the eliminations necessary to arrive at the information for AOL Time Warner on a consolidated basis. These condensed consolidating financial statements should be read in conjunction with the accompanying consolidated financial statements of AOL Time Warner.

Consolidating Statement of Operations
For The Three Months Ended March 31, 2002

		AOL Time Warner			America Online			Time Warner			TW Companies			TBS			Non- Guarantor Subsidiaries			Eliminations			AOL Time Warner Consolidated
	(millions)
Revenues		$	—		$	1,821		$	—		$	—		$	198		$	7,790		$	(45	)	$	9,764
Cost of revenues			—			(992	)		—			—			(100	)		(4,783	)		45			(5,830	)
Selling, general and administrative			(7	)		(475	)		(9	)		(4	)		(48	)		(1,909	)		—			(2,452	)
Amortization of goodwill and other intangible assets			—			(5	)		—			—			—			(161	)		—			(166	)
Merger-related costs			(28	)		(75	)		—			—			—			(4	)		—			(107	)
Operating income (loss)			(35	)		274			(9	)		(4	)		50			933			—			1,209
Equity in pretax income of consolidated subsidiaries			142			(123	)		55			77			169			—			(320	)		—
Interest income (expense), net			(92	)		9			(31	)		(101	)		(29	)		(135	)		—			(379	)
Other expense, net			(9	)		(31	)		(2	)		(78	)		—			(552	)		(26	)		(698	)
Minority interest expense			—			—			—			—			—			(126	)		—			(126	)
Income (loss) before income taxes			6			129			13			(106	)		190			120			(346	)		6
Income tax benefit (provision)			(7	)		(49	)		(13	)		33			(73	)		(56	)		158			(7	)
Income (loss) before cumulative effect of accounting changes			(1	)		80			—			(73	)		117			64			(188	)		(1	)
Cumulative effect of accounting charge		$	(54,239	)		—			(54,239	)		(42,066	)		(12,173	)		(52,052	)		160,530			(54,239	)
Net income (loss)		$	(54,240	)	$	80		$	(54,239	)	$	(42,139	)	$	(12,056	)	$	(51,988	)	$	160,342		$	(54,240	)

39

AOL TIME WARNER INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Statement of Operations
For The Three Months Ended March 31, 2001

		AOL Time Warner			America Online			Time Warner			TW Companies			TBS			Non- Guarantor Subsidiaries			Eliminations			AOL Time Warner Consolidated
	(millions)
Revenues		$	—		$	1,609		$	—		$	—		$	197		$	7,339		$	(28	)	$	9,117
Cost of revenues			—			(865	)		—			—			(63	)		(4,147	)		28			(5,047	)
Selling, general and administrative			(8	)		(390	)		(8	)		(4	)		(44	)		(1,917	)		—			(2,371	)
Amortization of goodwill and other intangible assets			(83	)		(5	)		—			—			(56	)		(1,631	)		—			(1,775	)
Merger-related costs			—			(67	)		—			—			—			(4	)		—			(71	)
Operating income (loss)			(91	)		282			(8	)		(4	)		34			(360	)		—			(147	)
Equity in pretax income of consolidated subsidiaries			(1,350	)		173			(1,197	)		(814	)		(205	)		—			3,393			—
Interest income (expense), net			1			41			(21	)		(129	)		(48	)		(163	)		—			(319	)
Other expense, net			(2	)		(598	)		(28	)		(24	)		(5	)		(215	)		—			(872	)
Minority interest			—			—			6			—			—			(110	)		—			(104	)
Loss before income taxes			(1,442	)		(102	)		(1,248	)		(971	)		(224	)		(848	)		3,393			(1,442	)
Income tax benefit (provision)			73			44			(8	)		(9	)		(48	)		(168	)		189			73
Net loss		$	(1,369	)	$	(58	)	$	(1,256	)	$	(980	)	$	(272	)	$	(1,016	)	$	3,582		$	(1,369	)

40

AOL TIME WARNER INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Balance Sheet
March 31, 2002

	AOL Time Warner		America Online			Time Warner		TW Companies		TBS			Non- Guarantor Subsidiaries			Eliminations			AOL Time Warner Consolidated
	(millions)
ASSETS
Current assets
Cash and equivalents	$	62	$	37		$	—	$	631	$	43		$	638		$	(554	)	$	857
Receivables, net		41		370			19		9		117			4,348			—			4,904
Inventories		—		—			—		—		159			1,741			—			1,900
Prepaid expenses and other current assets		14		272			—		—		11			1,578			—			1,875
Total current assets		117		679			19		640		330			8,305			(554	)		9,536
Noncurrent inventories and film costs		—		—			—		—		275			3,231			13			3,519
Investments in amounts due to and from consolidated subsidiaries		107,088		13,670			91,485		73,515		18,407			—			(304,165	)		—
Investments, including available-for-sale securities		34		2,588			291		18		95			4,071			(919	)		6,178
Property, plant and equipment		49		1,087			7		—		89			11,618			—			12,850
Intangible assets subject to amortization		—		—			—		—		—			7,419			—			7,419
Intangible assets not subject to amortization		—		—			—		—		641			37,087			—			37,728
Goodwill		9,822		22,040			—		—		2,821			45,495			—			80,178
Other assets		90		498			68		48		97			2,148			—			2,949
Total assets	$	117,200	$	40,562		$	91,870	$	74,221	$	22,755		$	119,374		$	(305,625	)	$	160,357
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	9	$	49		$	—	$	—	$	6		$	2,041		$	—		$	2,105
Participations payable		—		—			—		—		—			1,342			—			1,342
Royalties and programming costs payable		—		—			—		—		5			1,550			—			1,555
Deferred revenue		—		914			—		—		1			721			—			1,636
Debt due within one year		—		—			—		—		—			102			—			102
Other current liabilities		362		1,093			63		72		135			4,087			(13	)		5,799
Total current liabilities		371		2,056			63		72		147			9,843			(13	)		12,539
Long-term debt		7,587		1,500			4,768		6,032		790			8,256			(553	)		28,380
Debt due to affiliates		—		—			—		—		1,647			158			(1,805	)		—
Deferred income taxes		11,173		(4,206	)		15,379		13,278		2,179			15,457			(42,087	)		11,173
Deferred revenue		—		38			—		—		—			986			—			1,024
Other liabilities		102		2			416		—		227			4,120			—			4,867
Minority interests		—		—					—		—			4,407			—			4,407
Shareholders' equity
Due (to) from AOL Time Warner and subsidiaries		—		6,205			6,948		3,986		(1,531	)		(12,453	)		(3,155	)		—
Other shareholders' equity		97,967		34,967			64,296		50,853		19,296			88,600			(258,012	)		97,967
Total shareholders' equity		97,967		41,172			71,244		54,839		17,765			76,147			(261,167	)		97,967
Total liabilities and shareholders' equity	$	117,200	$	40,562		$	91,870	$	74,221	$	22,755		$	119,374		$	(305,625	)	$	160,357

41

AOL TIME WARNER INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Balance Sheet
December 31, 2001

	AOL Time Warner			America Online			Time Warner		TW Companies		TBS			Non- Guarantor Subsidiaries			Eliminations			AOL Time Warner Consolidated
	(millions)
ASSETS
Current assets
Cash and equivalents	$	(10	)	$	41		$	—	$	1,837	$	86		$	499		$	(1,734	)	$	719
Receivables, net		36			555			19		10		114			5,320			—			6,054
Inventories		—			—			—		—		170			1,621			—			1,791
Prepaid expenses and other current assets		15			277			—		—		6			1,412			—			1,710
Total current assets		41			873			19		1,847		376			8,852			(1,734	)		10,274
Noncurrent inventories and film costs		—			—			—		—		267			3,211			12			3,490
Investments in amounts due to and from consolidated subsidiaries		159,460			2,635			174,094		135,182		34,071			—			(505,442	)		—
Investments, including available-for-sale securities		—			2,667			268		96		94			4,654			(893	)		6,886
Property, plant and equipment		47			1,037			7		—		83			11,510			—			12,684
Intangible assets subject to amortization		—			—			—		—		—			7,289			—			7,289
Intangible assets not subject to amortization		—			—			—		—		641			37,067			—			37,708
Goodwill and other intangible assets		9,759			134			—		—		6,720			110,811			—			127,424
Other assets		97			393			69		47		83			2,115			—			2,804
Total assets	$	169,404		$	7,739		$	174,457	$	137,172	$	42,335		$	185,509		$	(508,057	)	$	208,559
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	18		$	73		$	1	$	—	$	16		$	2,149		$	—		$	2,257
Participations payable		—			—			—		—		—			1,253			—			1,253
Royalties and programming costs payable		—			—			—		—		—			1,515			—			1,515
Deferred revenue		—			744			—		—		1			711			—			1,456
Debt due within one year		—			—			—		—		—			48			—			48
Other current liabilities		248			1,074			34		154		167			4,806			(40	)		6,443
Total current liabilities		266			1,891			35		154		184			10,482			(40	)		12,972
Long-term debt		5,697			1,488			2,066		6,040		791			8,445			(1,735	)		22,792
Debt due to affiliates		—			—			—		—		1,647			158			(1,805	)		—
Deferred income taxes		11,260			(4,106	)		15,366		13,285		2,162			15,446			(42,153	)		11,260
Deferred revenue		—			70			—		—		—			984			—			1,054
Other liabilities		110			10			376		—		198			4,125			—			4,819
Minority interests		—			—			—		—		—			3,591			—			3,591
Shareholders' equity
Due (to) from AOL Time Warner and subsidiaries		—			912			10,685		4,928		(1,620	)		(12,836	)		(2,069	)		—
Other shareholders' equity		152,071			7,474			145,929		112,765		38,973			155,114			(460,255	)		152,071
Total shareholders' equity		152,071			8,386			156,614		117,693		37,353			142,278			(462,324	)		152,071
Total liabilities and shareholders' equity	$	169,404		$	7,739		$	174,457	$	137,172	$	42,335		$	185,509		$	(508,057	)	$	208,559

42

AOL TIME WARNER INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Statement of Cash Flows
For The Three Months Ended March 31, 2002

		AOL Time Warner			America Online			Time Warner			TW Companies			TBS			Non- Guarantor Subsidiaries			Eliminations			AOL Time Warner Consolidated
	(millions)
OPERATIONS
Net income (loss)		$	(54,240	)	$	80		$	(54,239	)	$	(42,139	)	$	(12,056	)	$	(51,988	)	$	160,342		$	(54,240	)
Adjustments for noncash and nonoperating items:
Cumulative effect of accounting charge			54,239			—			54,239			42,066			12,173			52,052			(160,530	)		54,239
Depreciation and amortization			4			120			—			—			5			605			—			734
Amortization of film costs			—			—			—			—			—			558			—			558
Loss on writedown of investments			—			13			—			77			—			500			—			590
Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries			(80	)		71			(14	)		(87	)		(104	)		—			214			—
Change in investment segment			3,756			—			1,117			4			58			—			(4,935	)		—
AOL Europe capitalization			—			(5,677	)		—			—			—			5,677			—			—
Equity in losses of other investee companies after distributions			—			23			—			2			—			88			—			113
Changes in operating assets and liabilities, net of acquisitions			28			158			25			(85	)		14			(425	)		78			(207	)
Cash provided (used) by operations			3,707			(5,212	)		1,128			(162	)		90			7,067			(4,831	)		1,787
INVESTING ACTIVITIES
Investments and acquisitions			—			(54	)		—			—			—			(5,674	)		—			(5,728	)
Change in investment segment			(5,556	)		—			(94	)		(102	)		(205	)		(1	)		5,958			—
Capital expenditures			—			(97	)		—			—			(16	)		(550	)		—			(663	)
Investment proceeds			—			23			—			—			—			—			—			23
Cash provided (used) by investing activities			(5,556	)		(128	)		(94	)		(102	)		(221	)		(6,225	)		5,958			(6,368	)
FINANCING ACTIVITIES
Borrowings			2,284			10			2,700			—			—			1,207			—			6,201
Debt repayments			(392	)		—			—			—			—			(2,020	)		1,180			(1,232	)
Change in due to/from parent			—			5,291			(3,734	)		(942	)		88			384			(1,087	)		—
Redemption of mandatorily redeemable preferred securities of subsidiary			—			—			—			—			—			(255	)		—			(255	)
Proceeds from exercise of stock option and dividend reimbursement plans			147			42			—			—			—			(2	)		(40	)		147
Repurchases of common stock			(102	)		—			—			—			—			—			—			(102	)
Dividends paid and partnership distributions			—			—			—			—			—			(17	)		—			(17	)
Principal payments on capital lease			—			(7	)		—			—			—			—			—			(7	)
Other			(16	)		—			—			—			—			—			—			(16	)
Cash provided (used) by financing activities			1,921			5,336			(1,034	)		(942	)		88			(703	)		53			4,719
INCREASE (DECREASE) IN CASH AND EQUIVALENTS			72			(4	)		—			(1,206	)		(43	)		139			1,180			138
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD			(10	)		41			—			1,837			86			499			(1,734	)		719
CASH AND EQUIVALENTS AT END OF PERIOD		$	62		$	37		$	—		$	631		$	43		$	638		$	(554	)	$	857

43

AOL TIME WARNER INC.
SUPPLEMENTARY INFORMATION
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Statement of Cash Flows
For The Three Months Ended March 31, 2001

		AOL Time Warner			America Online			Time Warner			TW Companies			TBS			Non- Guarantor Subsidiaries			Eliminations			AOL Time Warner Consolidated
	(millions)
OPERATIONS
Net loss		$	(1,369	)	$	(58	)	$	(1,256	)	$	(980	)	$	(272	)	$	(1,016	)	$	3,582		$	(1,369	)
Adjustments for noncash and nonoperating items:
Depreciation and amortization			84			86			—			—			57			1,995			—			2,222
Amortization of film costs			—			—			—			—			—			626			—			626
Loss on writedown of investments			—			587			—			—			—			33			—			620
Gain on sale of investments			—			(3	)		—			—			—			—			—			(3	)
Excess (deficiency) of distributions over equity in pretax income of consolidated subsidiaries			234			(4,225	)		(1,936	)		1,048			(136	)		—			5,015			—
Equity in losses of other investee companies after distributions			—			6			—			14			—			201			—			221
Changes in operating assets and liabilities, net of acquisitions			2,871			4,090			(622	)		(3,511	)		129			2,973			(7,271	)		(1,341	)
Cash provided (used) by operations			1,820			483			(3,814	)		(3,429	)		(222	)		4,812			1,326			976
INVESTING ACTIVITIES
Acquisition of Time Warner Inc. cash and equivalents			—			—			(1	)		198			40			453			—			690
Investments and acquisitions			—			(257	)		—			—			—			(716	)		—			(973	)
Advances to parents and consolidated subsidiaries			—			—			—			(1,680	)		—			(1,444	)		3,124			—
Capital expenditures			—			(124	)		—			—			(12	)		(770	)		—			(906	)
Investment proceeds			—			1,609			—			—			—			40			—			1,649
Cash provided (used) by investing activities			—			1,228			(1	)		(1,482	)		28			(2,437	)		3,124			460
FINANCING ACTIVITIES
Borrowings			—			—			1,380			—			—			867			—			2,247
Debt repayments			—			—			—			(25	)		—			(4,066	)		—			(4,091	)
Change in due to/from parent			(1,221	)		(4,118	)		2,439			5,210			233			2,109			(4,652	)		—
Redemption of mandatorily redeemable preferred securities of subsidiary			—			—			—			—			—			(575	)		—			(575	)
Proceeds from exercise of stock option and dividend reimbursement plans			277			—			—			—			—			—			—			277
Repurchases of common stock			(615	)		—			—			—			—			—			—			(615	)
Dividends paid and partnership distributions			—			—			(4	)		—			—			(17	)		—			(21	)
Cash provided (used) by financing activities			(1,559	)		(4,118	)		3,815			5,185			233			(1,682	)		(4,652	)		(2,778	)
INCREASE (DECREASE) IN CASH AND EQUIVALENTS			261			(2,407	)		—			274			39			693			(202	)		(1,342	)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD			—			2,530			—			—			—			80			—			2,610
CASH AND EQUIVALENTS AT END OF PERIOD		$	261		$	123		$	—		$	274		$	39		$	773		$	(202	)	$	1,268

44

TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

INTRODUCTION

          Management's discussion and analysis of results of operations and financial condition (''MD&A'') is provided as a supplement to the accompanying consolidated financial statements and footnotes to help provide an understanding of Time Warner Entertainment Company, L.P.'s (''TWE'' or the ''Company'') financial condition, changes in financial condition and results of operations. The MD&A is organized as follows:

• Overview. This section provides a general description of TWE's businesses, as well as recent developments that the Company believes are important in understanding the results of operations, as well as to anticipate future trends in those operations.
• Results of operations. This section provides an analysis of the Company's results of operations for the first quarter of 2002 relative to that of 2001. This analysis is presented on both a consolidated and segment basis. In addition, a brief description is provided of transactions and events that impact the comparability of the results being analyzed.
• Financial condition and liquidity. This section provides an analysis of the Company's financial condition and cash flows as of and for the three months ended March 31, 2002.
• Caution concerning forward-looking statements. This section discusses how certain forward-looking statements made by the Company throughout MD&A and in the consolidated financial statements are based on management's present expectations about future events and are inherently susceptible to uncertainty and changes in circumstances.

OVERVIEW

Description of Business

          AOL Time Warner Inc. (''AOL Time Warner'') is the world's first Internet-powered media and entertainment 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 filmed entertainment, television production, broadcast network programming and cable television systems, and a portion of its interests in cable television programming, 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 (''Series B 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''). Due to the Company's 100% ownership of the Series B Capital, AOL Time Warner's interest in TWE exceeds 74.49%.

45

TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

          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.

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 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 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 business segment EBITDA. However, EBITDA should be considered in addition to, not as a substitut e for, operating income (loss), net income (loss) and other measures of financial performance reported in accordance with generally accepted accounting principles.

Recent Developments

Ownership Interest in TWE

In addition to its existing interest in TWE, AT&T has an option to obtain up to an additional 6.33% of Series A Capital and Residual Capital interests. The determination of the amount of additional interests that AT&T is eligible to acquire is based on the compounded annual growth rate of TWE's adjusted Cable EBITDA, as defined in the option agreement, over the life of the option. The option is exercisable at any time through 2005. The option exercise price is dependent upon the year of exercise and, assuming the full amount of the option is vested, ranges from an exercise price of approximately $1.4 billion currently to $1.8 billion in 2005. Either AT&T or TWE may elect that the exercise price be paid with partnership interests rather than cash. AT&T initiated a process by which an independent investment banking firm has determined the amount by which AT&T would increase its interest in TWE if it were to exercise the option and were to pay the exercise price with partnership interests rather than cash. On April 19, 2002, AT&T delivered to TWE a notice of the exercise of the option on a cashless basis effective May 31, 2002. The exercise of this option will increase AT&T's interest by approximately 2.1% to approximately 27.6% of the Series A Capital and Residual Capital of TWE.

AT&T also has the right, during 60 day exercise periods occurring once every 18 months, to request that TWE incorporate and register its stock in an initial public offering. If AT&T exercises such right, TWE can decline to incorporate and register its stock, in which case AT&T may cause TWE to purchase AT&T 's interest at the price at which an appraiser believes such stock could be sold in an initial public offering, subject to certain adjustments. In February 2001, AT&T delivered to TWE a notice requesting that TWE reconstitute itself as a corporation and register AT&T's partnership interests for public sale. The parties are in discussions regarding this registration rights process and alternatives thereto. The Company cannot at this time predict the outcome or effect, if any, of these discussions.

46

TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Investment in the TWE-Advance/Newhouse Partnership

The TWE-Advance/Newhouse Partnership (''TWE-A/N'') is owned approximately 64.8% by TWE, the managing partner, 33.3% by the Advance/Newhouse Partnership (''Advance/Newhouse'') and 1.9% indirectly by AOL Time Warner. The financial position and operating results of TWE-A/N have been consolidated by TWE and the partnership interest owned by Advance/Newhouse is reflected in TWE's consolidated financial statements as minority interest. In accordance with the partnership agreement, TWE or Advance/Newhouse can initiate a restructuring of the partnership, in which Advance/Newhouse would withdraw from the partnership and receive one-third of the partnership's assets and liabilities. On or after March 31, 2002, either TWE or Advance/Newhouse can state its intention to cause a restructuring. If the parties are unable to agree on a restructuring or other acceptable alternative within 60 days of the date of delivery of a restructuring notice, then TWE-A/N will be restructured by the withdrawal of Advance/Newhouse from TWE-A/N, with Advance/Newhouse receiving one-third of the assets and liabilities of TWE-A/N. TWE and Advance/Newhouse are engaged in discussions regarding the future structure of TWE-A/N. While the Company is unable to predict the outcome of these discussion at this time, one possible outcome is the withdrawal of Advance/Newhouse from TWE-A/N. In addition, Advance/Newhouse can require TWE to purchase its equity interest for fair value at specified intervals following the death of both of its principle shareholders.

As of March 31, 2002, TWE-A/N owned cable television systems (or interests therein) serving approximately 7.0 million subscribers, of which 5.9 million subscribers were served by consolidated, wholly owned cable television systems and 1.1 million subscribers were served by unconsolidated, partially owned cable television systems. Additionally, TWE-A/N had approximately $9 billion in total assets and approximately $1.6 billion of net debt. For the three months ended March 31, 2002, TWE-A/N contributed revenues, EBITDA and operating income of $1.0 billion, $449 million and $278 million, respectively, to the results of TWE compared to $849 million, $388 million and $222 million, respectively, for the three months ended March 31, 2001. TWE-A/N's operating income in the first quarter of 2001 includes approximately $30 million of amortization that did not continue in 2002 as a result of ap plying a new accounting standard for goodwill and other intangible assets. If Advance/Newhouse withdraws from the partnership and receives one-third of the partnership's assets and liabilities, the impact on TWE's Cable segment would be a corresponding reduction in assets, liabilities and results of operations. However, the ultimate impact would depend upon the specific assets and liabilities withdrawn from the partnership, including the mix of consolidated and unconsolidated cable television systems. The impact on TWE's consolidated net income would be substantially mitigated, if not entirely offset, because the earnings of TWE-A/N attributable to Advance/Newhouse's current one-third interest are reflected as minority interest expense in the accompanying consolidated statement of operations.

Investment in Road Runner

As of March 31, 2002, Road Runner, a high-speed cable modem Internet service provider, was owned by TWI Cable Inc. (a wholly owned subsidiary of AOL Time Warner), TWE and TWE-A/N, with TWE owning approximately 51% on a fully attributed basis (i.e., after considering the portion attributable to the minority partners of TWE-A/N). AOL Time Warner's interest in Road Runner continues to be accounted for using the equity method of accounting because of certain approval rights held by Advance/Newhouse, a partner in TWE-A/N. As previously discussed, TWE and Advance/Newhouse are engaged in discussions regarding the future structure of TWE-A/N. The Company is also having discussions with Advance/Newhouse regarding their interest in Road Runner, which is held through TWE-A/N. While the Company is unable to predict the outcome of these discussions at this time, one possible outcome is that TWE may acquire Advance/Newhouse's interest in Road Runner, either as a part of any

47

TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

restructuring of TWE-A/N that may occur or in a separate transaction. The acquisition of Advance/Newhouse's interest in Road Runner would result in the assets, liabilities and results of operations of Road Runner being consolidated and presented with the results of operations of TWE's Cable segment. As of March 31, 2002, Road Runner had total assets of approximately $180 million, with no debt. For the three months ended March 31, 2002, Road Runner had revenues, an EBITDA loss and operating loss of approximately $69 million, $28 million and $40 million, respectively, compared to $53 million, $49 million and $68 million, respectively, for the three months ended March 31, 2001.

RESULTS OF OPERATIONS
Transactions Affecting Comparability of Results of Operations

Pro Forma Item

TWE's results for 2002 have been impacted by certain transactions and events that cause them not to be comparable to the results reported in 2001. In order to make the 2001 operating results more comparable to the 2002 presentation and make an analysis of 2002 and 2001 more meaningful, the following discussion of results of operations and changes in financial condition and liquidity is based on pro forma financial information for 2001 that has been adjusted for the item discussed in the following paragraph.

• New Accounting Standard for Goodwill and Other Intangible Assets. During 2001, the Financial Accounting Standards Board (''FASB'') issued Statement of Financial Accounting Standards No. 142 ''Goodwill and Other Intangible Assets'' (''FAS 142''), which requires that, effective January 1, 2002, goodwill, including the goodwill included in the carrying value of investments accounted for using the equity method of accounting, and certain other intangible assets deemed to have an indefinite useful life, cease amortizing (Note 3). FAS 142 does not require retroactive restatement for all periods presented, however, the pro forma information for 2001 assumes that FAS 142 was in effect beginning January 1, 2001.

New Accounting Standard

          In addition to the pro forma adjustment previously discussed, in the first quarter of 2002, the Company adopted new accounting guidance that requires retroactive restatement of all periods presented to reflect the new accounting provisions; therefore, this adjustment impacts both pro forma and historical results. This adjustment is discussed below.

Reimbursement of ''Out-of-Pocket'' Expenses

          In November 2001, the FASB Staff issued as interpretive guidance Emerging Issues Task Force (''EITF'') Topic No. D-103, ''Income Statement Characterization of Reimbursements Received for 'Out-of-Pocket' Expenses Incurred'' (''Topic D-103''). Topic D-103 requires that reimbursements received for out-of-pocket expenses be classified as revenue on the income statement and was effective for TWE in the first quarter of 2002. This change in revenue classification impacts TWE's Cable segment, resulting in an increase in both revenues and costs of approximately $59 million on both a pro forma and historical basis in the first quarter of 2001.

48

TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Other Significant Transactions and Nonrecurring Items

          As more fully described herein and in the related footnotes to the accompanying consolidated financial statements, the comparability of TWE's operating results has been affected by certain significant transactions and nonrecurring items in each period.

          As previously discussed, the Company adopted, effective January 1, 2002, new accounting rules for goodwill and certain intangible assets. Among the requirements of the new rules is that goodwill and certain intangible assets be assessed for impairment using fair value measurement techniques. During the first quarter of 2002, the Company completed its impairment review and recorded a $22 billion noncash pretax charge for the impairment of goodwill, all of which was generated in the Merger. The charge reflects the decline in AOL Time Warner's stock price since the Merger was announced in January 2000, is nonoperational in nature and is reflected as a cumulative effect of an accounting change in the accompanying consolidated financial statements (Note 3). In order to enhance comparability, the Company compares current year results to the prior year exclusive of this charge.

          Revenue and EBITDA by business segment are as follows (in millions):

	Three Months Ended March 31
	Revenues									EBITDA
	2002 Historical			2001(a)(b) Pro Forma			2001(b) Historical			2002 Historical			2001(a) Pro Forma			2001 Historical
Cable	$	1,736		$	1,446		$	1,446		$	728		$	661		$	661
Filmed Entertainment		1,673			1,603			1,603			138			100			100
Networks		782			724			724			169			158			158
Corporate		—			—			—			(20	)		(19	)		(19	)
Intersegment elimination		(164	)		(172	)		(172	)		—			—			—
Total revenues and EBITDA	$	4,027		$	3,601		$	3,601		$	1,015		$	900		$	900
Depreciation and amortization		—			—			—			(344	)		(277	)		(922	)
Total revenues and operating income (loss)	$	4,027		$	3,601		$	3,601		$	671		$	623		$	(22	)

(a)	In order to enhance comparability, pro forma financial information for 2001 assumes that the adoption of FAS 142 had occurred at the beginning of 2001.
(b)	Revenues reflect the provisions of Topic D-103 that were adopted by the Company in the first quarter of 2002, which require retroactive restatement of 2001 to reflect the new accounting provisions. As a result, the impact of Topic D-103 was to increase revenues and costs by equal amounts of approximately $59 million for the first quarter of 2001.

.Consolidated Results

TWE had revenues of $4.027 billion, income before the cumulative effect of an accounting change of $380 million and a net loss of $21.383 billion in 2002, compared to revenues of $3.601 billion and net income of $333 million on a pro forma basis in 2001 (revenues of $3.601 billion and net loss of $350 million on a historical basis).

          Revenues. TWE's revenues increased to $4.027 billion in 2002, compared to $3.601 billion in 2001. This increase was driven by an increase in Subscription revenues of 15% to $2.109 billion and an increase in Content and Other revenues by 10% to $1.623 billion. Advertising and Commerce revenues were relatively flat at $295 million.

          As discussed more fully below, the increase in Subscription revenues was principally due to an increase in the number of subscribers and an increase in subscription rates at both the Cable and Networks segments. The

49

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 increased international theatrical results at the Filmed Entertainment segment. Advertising and Commerce revenues were relatively flat as increases at the Cable segment were offset by lower results due to the closure of the Studio Stores at the Filmed Entertainment segment.

          Depreciation and Amortization. Depreciation and amortization increased to $344 million in 2002 from $277 million on a pro forma basis in 2001 ($922 million on a historical basis). This increase was due to an increase in depreciation, primarily due to higher capital spending at the Cable segment.

          Interest Expense, Net. Interest expense, net, decreased to $110 million in 2002, compared to $153 million on both a pro forma and historical basis in 2001, principally as a result of lower market interest rates in 2002. Included in interest expense, net, was interest income of $6 million in 2002 and $8 million on both a pro forma and historical basis in 2001.

          Other Expense, Net. Other expense, net, increased to $33 million in 2002, compared to $4 million on a pro forma basis in 2001 ($40 million on a historical basis). Other expense, net, increased primarily due to higher losses on certain investments accounted for using the equity method of accounting at the Cable segment and the absence in 2002 of pretax gains on the exchange of various consolidated cable television systems on a pro forma and historical basis in 2001 of TWE-A/N (attributable to the minority owners of TWE-A/N).

          Minority Interest. Minority interest expense increased to $109 million in 2002, compared to $101 million in 2001 ($103 million on a historical basis). Minority interest expense increased principally due to the allocation of higher net income to TWE's minority partners, which was partially offset by the absence in 2002 of an allocation of pretax gains related to the exchange of various unconsolidated cable television systems in 2001 at TWE-A/N attributable to the minority owners of TWE-A/N.

          Income Tax Expense. As a U.S. partnership, TWE is not subject to U.S. federal income taxation. Income and withholding taxes of $39 million in 2002 and $32 million on both a pro forma and historical basis in 2001 have been provided for the operations of TWE's domestic and foreign subsidiary corporations.

          Net Income (Loss) Before the Cumulative Effect of an Accounting Change. TWE's net income before the cumulative effect of an accounting change increased to $380 million in 2002, compared to $333 million on a pro forma basis in 2001 (net loss of $350 million on a historical basis). TWE's net income before the cumulative effect of an accounting change increased due to higher EBITDA and decrease in interest expense, offset in part by increases in depreciation expense, minority interest and other expense.

Business Segment Results

          Cable. Revenues increased 20% to $1.736 billion in 2002, compared to $1.446 billion on both a pro forma and historical basis in 2001. EBITDA increased 10% to $728 million in 2002 from $661 million on both a pro forma and historical basis in 2001. Revenues increased due to a 17% increase in Subscription revenues (from $1.346 billion to $1.574 billion) and a 62% increase in Advertising and Commerce revenues (from $100 million to $162 million). The increase in Subscription revenues was due to higher basic cable rates, an increase in subscribers to high-speed data services, an increase in digital cable subscribers and, to a lesser degree, the increase in basic cable subscribers. Similarly, digital cable subscribers managed by TWE increased by 68% to 3.6 million and high-speed data subscribers managed by TWE increased by 86% to 2.2 million in 2002 over the prior year comparable period. The increase in Advertising and Commerce revenues was primarily related to advertising purchased by programming vendors to promote their channel launches ($42 million in 2002 versus $17 million in 2001) and a general increase in

50

TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

general third-party advertising sales.

          EBITDA increased principally as a result of the revenue gains, offset in part by increases in programming and other operating costs. The increase in programming costs of approximately 28% generally relates to programming rate increases across both the basic and digital services, the current year addition of new programming services and higher basic and digital subscriber levels. Programming costs are expected to continue to increase as general programming rates increase and digital services continue to be rolled out.

          Filmed Entertainment. Revenues increased 4% to $1.673 billion in 2002, compared to $1.603 billion on both a pro forma and historical basis in 2001. EBITDA increased 38% to $138 million in 2002, compared to $100 million on both a pro forma and historical basis in 2001. The revenue increase was primarily related to the international theatrical success of Harry Potter and the Sorcerer's Stone and Ocean's Eleven and higher worldwide consumer products licensing results, offset in part by reduced commerce revenues related to the closure of its Studio Stores, lower worldwide home video activity and reduced television license fees caused by the timing of product availability.

          EBITDA increased principally due to improvements related to the mix in theatrical product, primarily related to the profitability of Harry Potter and the Sorcerer's Stone.

          Networks. Revenues increased 8% to $782 million in 2002, compared to $724 million on both a pro forma and historical basis in 2001. EBITDA increased 7% to $169 million in 2002 from $158 million on both a pro forma and historical basis in 2001. Revenues grew primarily due to an increase in Subscription revenues and an increase in Content and Other revenues at HBO, offset in part by a decrease 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. Content and Other revenues benefited from higher home video sales of HBO's original programming. For The WB Network, the decrease in Advertising and Commerce revenues was driven by lower prime time ratings, partially offset by higher rates.

          EBITDA increased due to improved results at HBO, offset in part by lower results at The WB Network. For HBO, the increase in EBITDA was principally due to the increase in revenues. For The WB Network, the EBITDA decline was principally due to lower Advertising and Commerce revenues and higher program license fees, offset in part by a decrease in marketing costs.

FINANCIAL CONDITION AND LIQUIDITY
March 31, 2002

Current Financial Condition

          At March 31, 2002, TWE had $7.6 billion of debt, $397 million of cash and equivalents (net debt of $7.2 billion, defined as total debt less cash and cash equivalents) and $37 billion of partnership capital, compared to $8.1

51

TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

billion of debt, $250 million of cash and equivalents (net debt of $7.8 billion) and $65.4 billion of partnership capital at December 31, 2001.

          As discussed in more detail below, management believes that TWE's operating cash flow, cash and equivalents, borrowing capacity under committed bank credit agreements including agreements with AOL Time Warner and availability under its commercial paper program are sufficient to fund its capital and liquidity needs for the foreseeable future.

Cash Flows

Operating Activities

          During the first three months of 2002, TWE's cash provided by operations amounted to $1.332 billion and reflected $1.015 billion of EBITDA, less $128 million of net interest payments and $38 million of net income taxes paid. Cash flow from operations also reflects a reduction in other working capital requirements of $483 million.

          Cash provided by operations of $600 million on a pro forma basis for the first three months of 2001 reflected $900 million of EBITDA, less $163 million of net interest payments and $66 million of net income taxes paid. Cash flow from operations also reflects an increase in other working capital requirements of $71 million.

          The growth in cash flow from operations is being driven primarily by the increase in EBITDA, lower income taxes and interest paid, and improvements in working capital, partially offset by an increase in payments to settle restructuring and merger-related liabilities. On a historical basis in the first quarter of 2001, there was $600 million of cash provided by operations.

Investing Activities

          Cash used by investing activities was $587 million the first three months of 2002, compared to $1.117 billion on both a pro forma and historical basis in 2001. The cash used by investing activities in 2002 reflects approximately $196 million of cash used for acquisitions and investments and $391 million of capital expenditures.

          The cash used by investing activities of $1.117 billion on both a pro forma and historical basis for the first three months of 2001 reflects $605 million of cash used for acquisitions and investments and $512 million of capital expenditures. The decrease in cash used by investing activities reflects lower acquisition spending and lower capital expenditures.

Financing Activities

          Cash used by financing activities was $598 million for the first three months of 2002. This compares to cash provided by financing activities of $595 million on both a pro forma and historical basis in 2001. The use of cash in 2002 primarily resulted from approximately $400 million of net payments on borrowings and capital distributions of $198 million.

          Cash provided by financing activities of $595 million on both a pro forma and historical basis for the first three months of 2001 primarily resulted from approximately $810 million of net incremental borrowings, offset in

52

TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

part by $215 million of capital distributions. The reduction in cash from financing activities reflects a decline in borrowings.

TWE Cash Flow Restrictions

          The assets and cash flows of TWE are restricted by certain borrowing and partnership agreements and are unavailable to AOL Time Warner except through the payment of certain fees, reimbursements, cash distributions and loans, which are subject to limitations. Under its bank credit agreement, TWE is permitted to incur additional indebtedness to make loans, advances, distributions and other cash payments to AOL Time Warner, subject to its individual compliance with the cash flow coverage and leverage ratio covenants contained therein.

Capital Expenditures

          TWE's overall capital expenditures for the three months ended March 31, 2002 was $391 million, a decrease of $121 million over capital expenditures on both a pro forma and historical basis for 2001 of $512 million. TWE's capital expenditures and the related decrease in capital expenditures is due principally to the Cable segment. Over the past three years, the Cable segment 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 expenditures by the Cable segment amounted to $371 million the three months ended March 31, 2002, compared to $489 million for the three months ended March 31, 2001. As more systems are upgraded, the fixed portion of Cable's capital expenditures is replaced with spending that varies based on the number of new subscribers. Capital expenditures by the Cable segment is expected to continue to be funded by the Cable segment'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 i n 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 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:

53

TIME WARNER ENTERTAINMENT COMPANY, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

• 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 be available at prices consumers are willing to pay, to function as expected and to be delivered in a timelyfashion; fluctuations in spending levels by advertisers and consumers; and greater than expected increases in programming or other costs.
•  For TWE's filmed entertainment businesses generally, 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; the potential repeal of the Sonny Bono Copyright Term Extension Act; the uncertain impact of technological developments, which may facilitate piracy of the Company's copyrighted works; and risks associated with foreign currency exchange rates. With respect to feature films, the increasing marketing costs associated with theatrical film releases in a highly competitive marketplace; with respect to television programming, a decrease in demand for television programming provided by non-affiliated producers; and with respect to home video, the ability to maintain relationships with significant customers in the rental and sell-through markets.
•  For TWE's 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 network advertising to economic cyclicality and to new media technologies; the impact of consolidation among cable and satellite distributors; piracy of programming by means of Internet peer-to-peer file sharing; the impact of personal video recorder ''ad-stripping'' functions on advertising sales; 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.

          In addition, TWE's overall financial strategy, including growth in operations, maintaining its financial ratios and strong balance sheet, could be adversely affected by increased interest rates, failure to meet earnings expectations, significant acquisitions or other transactions, economic slowdowns and changes in TWE's plans, strategies and intentions.

54

TIME WARNER ENTERTAINMENT COMPANY, L.P.
CONSOLIDATED BALANCE SHEET

	March 31, 2002 Historical (unaudited)			December 31, 2001 Historical
	(millions)
ASSETS
Current assets
Cash and equivalents	$	397		$	250
Receivables, including $409 and $501 million due from AOL     Time Warner, less allowances of $907 and $910 million		2,550			3,480
Inventories		948			852
Prepaid expenses		350			326
Total current assets		4,245			4,908
Noncurrent inventories and film costs		2,250			2,187
Investments, including available-for-sale securities		2,235			2,308
Property, plant and equipment		8,646			8,573
Intangible assets subject to amortization		2,438			2,464
Intangible assets not subject to amortization		22,359			22,356
Goodwill		12,425			41,004
Other assets		1,283			1,258
Total assets	$	55,881		$	85,058
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
Accounts payable	$	1,968		$	2,218
Participations payable		1,095			1,014
Programming costs payable		492			455
Debt due within one year		2			2
Other current liabilities, including $918 and $666 million due     to AOL Time Warner		2,367			2,616
Total current liabilities		5,924			6,305
Long-term debt, including $554 million due to AOL Time Warner at     March 31, 2002		7,642			8,049
Other long-term liabilities, including $198 and $446 million due to     AOL Time Warner		2,854			3,108
Minority interests		2,239			2,191
Partners' capital
Contributed capital		60,012			66,793
Accumulated other comprehensive loss, net		(25	)		(6	)
Partnership deficit		(22,765	)		(1,382	)
Total partners' capital		37,222			65,405
Total liabilities and partners' capital	$	55,881		$	85,058

See accompanying notes.

55

TIME WARNER ENTERTAINMENT COMPANY, L.P.
CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended March 31,
(Unaudited)

		2002 Historical			2001(a) Pro Forma			2001 Historical
	(millions)
Revenues:
Subscriptions		$	2,109		$	1,830		$	1,830
Advertising and commerce			295			299			299
Content and other			1,623			1,472			1,472
Total revenues(b)			4,027			3,601			3,601
Cost of revenues(b)			(2,656	)		(2,317	)		(2,317	)
Selling, general and administrative(b)			(663	)		(625	)		(625	)
Amortization of goodwill and other intangible assets			(37	)		(36	)		(681	)
Operating income (loss)			671			623			(22	)
Interest expense, net(b)			(110	)		(153	)		(153	)
Other expense, net(b)			(33	)		(4	)		(40	)
Minority interest			(109	)		(101	)		(103	)
Income (loss) before income taxes and cumulative effect of     accounting change			419			365			(318	)
Income taxes			(39	)		(32	)		(32	)
Income (loss) before cumulative effect of accounting change			380			333			(350	)
Cumulative effect of accounting change			(21,763	)		—			—
Net income (loss)		$	(21,383	)	$	333		$	(350	)

(a)	In order to enhance comparability, pro forma statements for 2001 are presented supplementally as if FAS 142 had been applied at the beginning of 2001 (Note 1).
(b)	Includes the following income (expenses) resulting from transactions with the partners of TWE and other related companies:

Revenues	$	223		$	207		$	207
Cost of revenues		(127	)		(123	)		(123	)
Selling, general and administrative		(35	)		(36	)		(36	)
Interest expense, net		4			3			3
Other expense, net		—			5			5

See accompanying notes.

56

TIME WARNER ENTERTAINMENT COMPANY, L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

	Three Months Ended March 31,
	2002 Historical			2001(a) Pro Forma			2001 Historical
	(millions)
OPERATIONS
Net income (loss)	$	(21,383	)	$	333		$	(350	)
Adjustments for noncash and nonoperating items:
Cumulative effect of accounting change		21,763			—			—
Depreciation and amortization		344			277			922
Amortization of film costs		396			452			452
Equity in losses of investee companies after distributions		42			12			48
Changes in operating assets and liabilities		170			(474	)		(472	)
Cash provided by operations		1,332			600			600
INVESTING ACTIVITIES
Investments and acquisitions		(196	)		(605	)		(605	)
Capital expenditures		(391	)		(512	)		(512	)
Cash used by investing activities		(587	)		(1,117	)		(1,117	)
FINANCING ACTIVITIES
Borrowings		980			819			819
Debt repayments		(1,380	)		(9	)		(9	)
Capital and other distributions		(198	)		(215	)		(215	)
Cash provided (used) by financing activities		(598	)		595			595
INCREASE IN CASH AND EQUIVALENTS		147			78			78
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD		250			306			306
CASH AND EQUIVALENTS AT END OF PERIOD	$	397		$	384		$	384

(a) In order to enhance comparability, pro forma statements for 2001 are presented supplementally as if FAS 142 had been applied at the beginning of 2001 (Note 1).

See accompanying notes.

57

TIME WARNER ENTERTAINMENT COMPANY, L.P.
CONSOLIDATED STATEMENT OF PARTNERSHIP CAPITAL
(Unaudited)

		Three Months Ended March 31,
		2002 Historical			2001 Historical
	(millions)
BALANCE AT BEGINNING OF PERIOD		$	65,405		$	6,926
Allocation of a portion of the purchase price in connection with America Online-     Time Warner merger to TWE			—			59,518
Reallocation of TWE goodwill to other segments of AOL Time Warner upon     adoption of FAS 142			(6,857	)		—
Balance at beginning of period, adjusted to give effect to the America Online-     Time Warner Merger and reallocation of goodwill upon adoption of FAS 142			58,548			66,444
Net loss			(21,383	)		(350	)
Other comprehensive income (loss)			(19	)		14
Comprehensive loss			(21,402	)		(336	)
Distributions			74			(345	)
Other			2			(2	)
BALANCE AT END OF PERIOD		$	37,222		$	65,761

See accompanying notes.

58

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 Internet-powered media and entertainment 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 filmed entertainment, television production, broadcast network programming and cable television systems, and a portion of its interests in cable television programming, 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 (''Series B 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''). Due to the Company's 100% ownership of the Series B Capital, AOL Time Warner's economic interest in TWE exceeds 74.49%.

           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) HBO and Cinemax, the leading pay-television services and (4) The WB Network, a national broadcasting network launched in 1995 as an extension of the Warner Bros. brand and as an additional distribution outlet for Warner Bros.'s col lection of children's cartoons and television programming.

Basis of Presentation

Interim Financial Statements

           The accompanying consolidated financial statements are unaudited but, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the financial position and the results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles applicable to interim periods. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements of TWE, included in its Form 10-K for the year ended December 31, 2001 (the ''2001 Form 10-K'').

59

TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Basis of Consolidation

           The consolidated financial statements of TWE include 100% of the assets, liabilities, revenues, expenses, income, loss and cash flows of all companies in which TWE has a controlling voting interest, as if TWE and its subsidiaries were a single company. Intercompany transactions between the consolidated companies have been eliminated.

Revenue Classification Changes

           In November 2001, the Financial Accounting Standards Board (''FASB'') Staff issued as interpretive guidance EITF Topic No. D-103, ''Income Statement Characterization of Reimbursements Received for 'Out-of-Pocket' Expenses Incurred'' (''Topic D-103''). Topic D-103 requires that reimbursements received for out-of-pocket expenses be classified as revenue on the income statement and was effective for TWE in the first quarter of 2002. The new guidance requires retroactive restatement of all periods presented to reflect the new accounting provisions. This change in revenue classification will impact TWE's Cable segment, resulting in an increase in both revenues and costs of approximately $59 million on both a pro forma and historical basis in the first quarter of 2001.

Accounting for Business Combinations

           In July 2001, the FASB issued Statements of Financial Accounting Standards (''Statement'') No. 141, ''Business Combinations'' 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. 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 were effective for TWE in the first quarter of 2002 and for purchase business combinations consummated after June 30, 2001. Upon adoption of FAS 142 in the first quarter of 2002, TWE recorded a one-time, noncash charge of approximately $22 billion to reduce the carrying value of its goo dwill. Such charge is nonoperational in nature and is reflected as a cumulative effect of an accounting change in the accompanying consolidated statement of operations. For additional discussion on the impact of adopting FAS 142, see Note 3.

Reclassifications

           Certain reclassifications have been made to the prior year's financial information to conform to the March 31, 2002 presentation.

2. MERGER AND RESTRUCTURING 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 recorded a restructuring liability of approximately $301 million during 2001. The restructuring accruals relate to costs to exit and consolidate certain activities at TWE, as well as costs to terminate employees across various business units. Such amounts were recognized as liabilities assumed in the purchase business combination

60

TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

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 costs, $107 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 $19 million were made in 2001 (none of which was in the first quarter) and an additional $13 million was made in the first quarter of 2002. As of March 31, 2002, the remaining liability of approximately $75 million was classified as a current liability in the accompanying consolidated balance sheet.

           The restructuring charge also includes approximately $194 million associated with exiting certain activities. Specifically, TWE has exited certain under-performing operations, including the Studio Store operations included in the Filmed Entertainment segment. The restructuring accrual associated with 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 $88 million in 2001 ($5 million of which was paid in the first quarter) and an additional $25 million was paid in the first quarter of 2002. As of March 31, 2002, the remaining liability of $81 million was primarily classified as a current liability in the accompanying consolidated balance sheet.

           Selected information relating to the restructuring plans follows (in millions):

	Employee Termination			Exit Costs			Total
Initial accruals	$	107		$	194		$	301
Cash paid—2001		(19	)		(88	)		(107	)
Restructuring liability as of December 31, 2001	$	88		$	106		$	194
Cash paid—2002		(13	)		(25	)		(38	)
Restructuring liability as of March 31, 2002	$	75		$	81		$	156

3. GOODWILL AND INTANGIBLE ASSETS

           As discussed in Note 1, in January  2002, TWE adopted FAS 142, which requires companies to stop amortizing goodwill and certain intangible assets with an indefinite useful life. Instead, FAS 142 requires that goodwill and intangible assets deemed to have an indefinite useful life be reviewed for impairment upon adoption of FAS 142 (January 1, 2002) and annually thereafter. The Company will perform its annual impairment review during the fourth quarter of each year, commencing with the fourth quarter of 2002.

           Under FAS 142, goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. The Company's reporting units are generally consistent with the operating segments underlying the segments identified in Note 6—Segment Information. This methodology differs from TWE's previous policy, as permitted under accounting standards existing at that time, of using undiscounted cash flows on an enterprisewide basis to determine if goodwill is recoverable.

           Upon adoption of FAS 142 in the first quarter of 2002, TWE recorded a one-time, noncash charge of

61

TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

approximately $22 billion to reduce the carrying value of its goodwill. Such charge is nonoperational in nature and is reflected as a cumulative effect of an accounting change in the accompanying consolidated statement of operations. In calculating the impairment charge, the fair value of the impaired reporting units underlying the segments were estimated using either a discounted cash flow methodology or recent comparable transactions.

           The FAS 142 goodwill impairment is associated solely with goodwill resulting from the Merger. The amount of the impairment primarily reflects the decline in AOL Time Warner's stock price since the Merger was announced and valued for accounting purposes in January of 2000. Prior to performing the review for impairment, FAS 142 required that all goodwill deemed to be related to the entity as a whole be assigned to all of the Company's reporting units, including the reporting units of the acquirer. This differs from the previous accounting rules where goodwill was assigned only to the businesses of the company acquired. As a result, effective January 1, 2002, $6.857 billion of the goodwill generated in the Merger, which was previously allocated to the TWE segments, has been reallocated to other segments of AOL Time Warner.

           A summary of changes in the Company's goodwill during the quarter, and total assets at March 31, 2002, by business segment is as follows (in millions):

	Goodwill									Total Assets
	January 1, 2002(1)(2)		Acquisitions & Adjustments		Impairments			March 31, 2002		March 31, 2002
Cable	$	19,048	$	—	$	(16,768	)	$	2,280		32,482
Filmed Entertainment		6,165		19		(2,851	)		3,333		12,570
Networks(3)		8,934		22		(2,144	)		6,812		10,203
Corporate		—		—		—			—		626
Total	$	34,147	$	41	$	(21,763	)	$	12,425	$	55,881

(1)	Reflects the reallocation of goodwill of $6.857 billion to other segments of AOL Time Warner under FAS 142.
(2)	In addition to the goodwill identified above, AOL Time Warner has recognized goodwill associated with deferred tax liabilities related to TWE's assets and liabilities. Neither the deferred tax liabilities nor the corresponding goodwill are recorded in TWE's standalone financial statements because TWE is not subject to U.S. Federal income taxation.
(3)	Includes impairments at HBO ($1.933 billion) and The WB Network ($211 million).

           As of March 31, 2002 and December 31, 2001, the Company's intangible assets and related accumulated amortization consisted of the following (in millions):

	As of March 31, 2002							As of December, 31, 2001
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Intangible assets subject to amortization:
Film library	$	2,529	$	(173	)	$	2,356	$	2,529	$	(138	)	$	2,391
Customer lists and other intangible assets		215		(133	)		82		204		(131	)		73
Total	$	2,744	$	(306	)	$	2,438	$	2,733	$	(269	)	$	2,464
Intangible assets not subject to amortization:
Cable television franchises	$	21,914	$	(1,644	)	$	20,270	$	21,911	$	(1,644	)	$	20,267
Brands, trademarks and other intangible assets		2,150		(61	)		2,089		2,150		(61	)		2,089
Total	$	24,064	$	(1,705	)	$	22,359	$	24,061	$	(1,705	)	$	22,356

62

TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

           The Company recorded amortization expense of $37 million during the first quarter of 2002 compared to $36 million on a pro forma basis during the first quarter of 2001. Based on the current amount of intangible assets subject to amortization, the estimated amortization expense for each of the succeeding 5 years are as follows: 2002: $156 million; 2003: $156 million; 2004: $150 million; 2005: $150 million; and 2006: $150 million. As acquisitions and dispositions occur in the future and as purchase price allocations are finalized, these amounts may vary.

           During the first quarter of 2002, the Company acquired the following intangible assets:

	millions		Weighted Average Amortization Period
Other intangible assets	$	11		10-15 years
Cable television franchises		3		Indefinite
Total	$	14

           The 2001 results on a historical basis do not reflect the provisions of FAS 142. Had TWE adopted FAS 142 on January  1, 2001, the historical net income (loss) would have been changed to the adjusted amounts indicated below:

	Three Months Ended March 31, 2001
	(millions)
	Net income (loss)
As reported—historical basis	$	(350	)
Add: Goodwill amortization		413
Add: Intangible amortization		232
Add: Equity investee goodwill amortization		36
Minority interest impact		2
Income tax impact		—
Adjusted	$	333

63

TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

4. INVENTORIES

           Inventories and film costs consist of:

	March 31, 2002		December 31, 2001
	(millions)
Programming costs, less amortization	$	1,358	$	1,285
Merchandise		178		158
Film costs—Theatrical:
Released, less amortization		659		650
Completed and not released		193		285
In production		433		346
Development and pre-production		39		36
Film costs—Television:
Released, less amortization		168		123
Completed and not released		142		95
In production		24		59
Development and pre-production		4		2
Total inventories and film costs(a)		3,198		3,039
Less current portion of inventory		948		852
Total noncurrent inventories and film costs	$	2,250	$	2,187

(a) Does not include $2.356 billion and $2.391 billion of film library costs as of March 31, 2002 and December 31, 2001, respectively which are included in intangible assets subject to amortization on the accompanying consolidated balance sheet. See Note 3.

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 three months ended March 31, 2002, TWE accrued $159 million of tax-related distributions and reversed previous stock option distribution accruals of $233 million, based on closing prices of AOL Time Warner common stock of $23.65 at March 28, 2002 and $32.10 at December 31, 2001. During the three months ended March 31, 2001, TWE accrued $35 million of tax-related distributions and $310 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 three months ended March 31, 2002, TWE paid distributions to the AOL Time Warner General Partners in the amount of $174 million, consisting of $159 million of tax-related distributions and $15 million of stock option related distributions. During the three months ended March 31, 2001, TWE paid the AOL Time Warner General Partners distributions in the amount of $198 million, c onsisting of $35 million of tax-related distributions and $163 million of stock option related distributions.

64

TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

6. SEGMENT INFORMATION

           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's results for 2002 have been impacted by certain transactions and events that cause them not to be comparable to the results reported in 2001. In order to make the 2001 operating results more comparable to the 2002 presentation and make an analysis of 2002 and 2001 more meaningful, supplemental pro forma operating results for 2001 have been presented as if FAS 142 had been applied at the beginning of 2001.

           The accounting policies of the business segments are the same as those described in the summary of significant accounting policies under Note 1 in the 2001 Form 10-K. Intersegment sales are accounted for at fair value as if the sales were to third parties.

	Three Months Ended March 31,
	2002 Historical				2001(a) Pro Forma				2001(a) Historical
	(millions)
Revenues
Cable		$	1,736			1,446		$	1,446
Filmed Entertainment			1,673			1,603			1,603
Networks			782			724			724
Intersegment elimination			(164	)		(172	)		(172	)
Total revenues		$	4,027		$	3,601		$	3,601

(a) Revenues reflect the provisions of Topic D-103 that were adopted by the Company in the first quarter of 2002, which require retroactive restatement of 2001 to reflect the new accounting provisions. As a result, the impact of Topic D-103 was to increase revenues and costs by equal amounts of approximately $59 million for the first quarter of 2001.

Intersegment Revenues

           In the normal course of business, the TWE segments enter into transactions with one another. The most common types of intercompany transactions include:

•  The Filmed Entertainment segment generating content revenue by licensing television and theatrical programming to the Networks segment;
•  The Networks segment generating subscription revenues by selling cable network programming to the Cable segment; and
•  The Cable and Networks segments generating advertising and commerce revenue by cross-promoting the products and services of all TWE segments.

           These intercompany transactions are recorded by each segment at fair value as if the transactions were with third parties and, therefore, impact segment performance. While intercompany transactions are treated like third-party transactions to determine segment performance, the revenues (and corresponding expenses recognized by the segment that is counterparty to the transaction) are eliminated in consolidation and, therefore, do not themselves impact consolidated results. Revenues recognized by TWE's segments on intercompany transactions are as follows:

65

TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

	Three Months Ended March 31,
	2002 Historical		2001 Pro Forma		2001 Historical
	(millions)
Intercompany Revenues
Cable	$	1	$	1	$	1
Filmed Entertainment		97		94		94
Networks		66		77		77
Total intercompany revenues	$	164	$	172	$	172

	Three Months Ended March 31,
	2002 Historical			2001 Pro Forma			2001 Historical
	(millions)
EBITDA(a)
Cable	$	728		$	661		$	661
Filmed Entertainment		138			100			100
Networks		169			158			158
Corporate		(20	)		(19	)		(19	)
Total EBITDA	$	1,015		$	900		$	900

(a) EBITDA represents operating income (loss) before noncash depreciation of tangible assets and amortization of intangible assets. After deducting depreciation and amortization, TWE's operating income was $671 million in 2002 and $623 million in 2001 (operating loss of $22 million on a historical basis).

	Three Months Ended March 31,
	2002 Historical		2001 Pro Forma		2001 Historical
	(millions)
Depreciation of Property, Plant and Equipment
Cable	$	280	$	211	$	211
Filmed Entertainment		18		21		21
Networks		7		8		8
Corporate		2		1		1
Total depreciation	$	307	$	241	$	241

	Three Months Ended March 31,
	2002 Historical		2001 Pro Forma		2001 Historical
	(millions)
Amortization of Intangible Assets(a)
Cable	$	1	$	—	$	488
Filmed Entertainment		34		34		98
Networks		2		2		95
Total amortization	$	37	$	36	$	681

(a) 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.

           As discussed in Note 3, when FAS 142 is initially applied, all goodwill recognized on the Company's consolidated balance sheet on that date is reviewed for impairment using the new guidance. Before performing the review for impairment, the new guidance requires that all goodwill deemed to relate to the entity as a whole be assigned to all of the Company's reporting units (generally, the AOL Time Warner operating segments), including the reporting units of the acquirer. This differs from the previous accounting rules, which required goodwill to be assigned only to the businesses of the company acquired. As a result, $6.857 billion of the goodwill generated in the Merger originally

66

TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

allocated to the TWE segments was reallocated to other segments of AOL Time Warner resulting in a change in segment assets. Following are TWE's assets by business segment, reflecting the reallocation of goodwill in accordance with FAS 142, as of March 31, 2002 and December 31, 2001:

	March 31, 2002 Historical		December 31, 2001 Historical
	(millions)
Assets
Cable	$	32,482	$	56,760
Filmed Entertainment		12,570		16,394
Networks		10,203		11,225
Corporate		626		679
Total assets	$	55,881	$	85,058

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 began accruing on those amounts at the Georgia annual statutory rate of twelve percent. The Company paid the compensatory damages with accrued interest during the first quarter of 2001. 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 S tates Supreme Court granted TWE's petition, vacated the decision by the Georgia Court of Appeals affirming the punitive damages award, and remanded the matter to the Georgia Court of Appeals for further consideration. The Georgia Court of Appeals affirmed and reinstated its earlier decision regarding the punitive damage award on March 29, 2002. On April 18, 2002, the defendants filed a petition of certiorari to the Georgia Supreme Court seeking review of the decision of the Georgia Court of Appeals and a decision on whether the court will hear the appeal is expected later in 2002.

           On April 8, 2002, three former employees of certain subsidiaries of AOL time Warner Inc. filed Henry Spann et al. v. AOL Time Warner Inc. et al., a purported class action, in the United States District Court for the Central District of California. Plaintiffs have named as defendants, among others, AOL Time Warner Inc., the Company, Warner-Elektra-Atlantic Corporation, WEA Manufacturing Inc., Warner Bros. Records, Atlantic Recording Corporation, various pension plans sponsored by the companies and the administrative committees of those plans. Plaintiffs allege that defendants miscalculated the proper amount of pension benefits owed to them and other class members are required under the plans in violation of the Employee Retirement Income Security Act (''ERISA''). Due to its preliminary status, the Company is unable to predict the outcome of th e case or reasonably estimate a range of possible loss.

           TWE is also subject to numerous other legal proceedings. In management's opinion and considering established reserves, the resolution of these matters will not have a material effect, individually and in the aggregate, on TWE's consolidated financial statements.

67

TIME WARNER ENTERTAINMENT COMPANY, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

8. ADDITIONAL FINANCIAL INFORMATION

Cash Flows

           Additional financial information with respect to cash (payments) and receipts are as follows:

	Three Months Ended March 31,
	2002 Historical			2001 Pro Forma			2001 Historical
	(millions)
Cash payments made for interest	$	(130	)	$	(171	)	$	(171	)
Interest income received		2			8			8
Cash interest expense, net	$	(128	)	$	(163	)	$	(163	)
Cash payments made for income taxes	$	(39	)	$	(67	)	$	(67	)
Income tax refunds received		1			1			1
Cash taxes, net	$	(38	)	$	(66	)	$	(66	)

Other Expense, Net

           Other expense, net, consists of:

	Three Months Ended March 31,
	2002 Historical			2001 Pro Forma			2001 Historical
	(millions)
Other investment-related activity, principally net losses on equity investees	$	(33	)	$	3		$	(33	)
Losses on asset securitization programs		(4	)		(6	)		(6	)
Miscellaneous		4			(1	)		(1	)
Total other expense, net	$	(33	)	$	(4	)	$	(40	)

Other Current Liabilities

           Other current liabilities consist of:

	March 31, 2002 Historical		December 31, 2001 Historical
Accrued expenses	$	1,813	$	1,940
Accrued compensation		156		275
Deferred revenues		330		350
Accrued income taxes		68		51
Total	$	2,367	$	2,616

68

Part II. Other Information

Item 1. Legal Proceedings.

           Reference is made to the Hallissey et al. v. America Online, Inc.-related cases, described on page 37 of the Company's Annual Report on Form 10-K for the year ended December 31, 2001 (the ''2001 Form 10-K''). The California state court class action, which had been removed to federal court, was remanded to California state court on March 21, 2002. On April 15, 2002, the Judicial Panel on Multi-District Litigation granted the motion to transfer the Ohio and New Jersey state cases to the United States District Court for the Southern District of New York for consolidated pretrial proceedings.

           Reference is made to Six Flags Over Georgia LLC et al. v. Time Warner Entertainment Company, L.P. et al. described on page 38 of the Company's 2001 Form 10-K. On March 29, 2002, the Georgia Court of Appeals reinstated its prior decision against the defendants, which had affirmed the original punitive damages award in its entirety. On April 18, 2002, the defendants filed a petition for certiorari to the Georgia Supreme Court seeking review of the decision of the Georgia Court of Appeals.

           On April 8, 2002, three former employees of certain subsidiaries of the Company filed Henry Spann et al. v. AOL Time Warner Inc. et al., a purported class action, in the United States District Court for the Central District of California. Plaintiffs have named as defendants, among others, the Company, Time Warner Entertainment Company, L.P., Warner-Elektra-Atlantic Corporation, WEA Manufacturing Inc., Warner Bros. Records, Atlantic Recording Corporation, various pension plans sponsored by the companies and the administrative committees of those plans. Plaintiffs allege that defendants miscalculated the proper amount of pension benefits owed to them and other class members as required under the plans in violation of ERISA. Due to its preliminary status, the Company is unable to predict the outcome of the case or reasonably estimate a range of possible loss.

Item 6. Exhibits and Reports on Form 8-K.

           (a) Exhibits.

           The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as a part of this report and such Exhibit Index is incorporated herein by reference.

           (b) Reports on Form 8-K.

           No Current Report on Form 8-K was filed by the Company during the quarter ended March 31, 2002.

69

AOL TIME WARNER INC.

SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AOL TIME WARNER INC.    (Registrant)
	By:       /s/ Wayne H. Pace____       Name: Wayne H. Pace Title: Executive Vice President and Chief Financial Officer
Dated: May 6, 2002

EXHIBIT INDEX
Pursuant to Item 601 of Regulations S-K

Exhibit No.	Description of Exhibit
10.1	Amended and Restated Employment Agreement, effective as of January 1, 1998, as amended through March 26, 2002, between Gerald M. Levin and the Company, as assignee of Time Warner.



EX-10

                                                                    EXHIBIT 10.1


                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT made as of March 19,
1998 effective as of January 1, 1998 (the "Effective Date"), as amended on
December 2, 1998, April 20, 2001, and March 26, 2002 between TIME WARNER INC., a
Delaware corporation (the "Company"), and Gerald M. Levin (the "Executive").

                  The Executive is currently employed by the Company pursuant to
an Employment Agreement dated as of November 15, 1990, as amended by an
amendment dated as of May 22, 1992 (the "Prior Agreement"). The Company wishes
to restate the Prior Agreement and secure the services of the Executive on a
full-time basis for an extended period to and including December 31, 2005 (the
"Term Date") on and subject to the terms and conditions set forth in this
Agreement, and the Executive is willing for the Prior Agreement to be so
restated and to provide such services on and subject to the terms and conditions
set forth in this Agreement. The parties therefore agree as follows:

                  1. Term of Employment. The Executive's "term of employment",
as this phrase is used throughout this Agreement, shall be for the period
beginning on the Effective Date and ending on the Term Date, subject, however,
to the terms and conditions set forth in this Agreement. Notwithstanding the
foregoing or anything to the contrary contained in this Agreement, the "term of
employment", as used in Section 3.6, 3.7, 3.8 and 8 through 12 shall include the
term of any Advisory Period (as defined in Section 13).

                  2. Employment. During the term of employment, the Company
shall employ the Executive, and the Executive shall serve, as Chief Executive
Officer of the Company and shall have the authority, functions, duties, powers
and responsibilities normally associated with such position and as the Board of
Directors of the Company may from time to time delegate to the Executive in
addition thereto. The Executive shall, subject to his election as such from time
to time and without additional compensation, serve during the term of employment
in such additional offices of comparable or greater stature and responsibility
in the Company and its subsidiaries and as a director and as a member of any
committee of the Board of Directors of the Company and its subsidiaries, to
which he may be elected from time to time. During the term of employment, (i)
the Executive's services shall be rendered on a substantially full-time,
exclusive basis and he will apply on a full-time basis all of his skill and
experience to the performance of his duties in such employment, (ii) the
Executive shall report only to the Company's Board of Directors; (iii) the
Executive shall have no other employment and, without the prior consent of a
majority of the members of the Company's Board of Directors, no outside business
activities which require the devotion of substantial amounts of the Executive's
time and (iv) the place for the performance of the Executive's services shall be
the principal executive offices of the Company which shall be in the New York
City metropolitan area, subject to such reasonable travel as may be appropriate
or required in the








                                                                               2




performance of the Executive's duties in the business of the Company. The
foregoing shall be subject to the Company's written policies, as in effect from
time to time, regarding vacations, holidays, illness and the like and shall not
prevent the Executive from devoting such time to his personal affairs as shall
not interfere with the performance of his duties hereunder, provided that the
Executive complies with the provisions of Sections 9 and 10 and any of the
Company's written policies on conflicts of interest and service as a director of
another corporation, partnership, trust or other entity ("Entity").

                  3.   Compensation.

                           3.1 Base Salary. The Company shall pay or cause to
be paid to the Executive a base salary of not less than $1,000,000 per annum
during the term of employment (the "Base Salary"). The Company may increase, but
not decrease, the Base Salary at any time and from time to time during the term
of employment and upon each such increase the term "Base Salary" shall mean such
increased amount. Base Salary shall be payable in monthly or more frequent
installments in accordance with the Company's then current practices and
policies with respect to senior executives. For the purposes of this Agreement
"senior executives" shall mean the executive officers of the Company.

                           3.2 Intentionally left blank.

                           3.3 Deferred Compensation. In addition to Base
Salary and bonus as set forth in Sections 3.1 and 3.2, the Executive shall be
credited with a defined contribution which shall be determined and paid out on a
deferred basis ("deferred compensation") as provided in this Agreement,
including Annex A hereto. Unless the Executive shall make the election described
in the last sentence of this Section 3.3, during the term of employment through
December 31, 2000, the Company shall pay to the trustee (the "Trustee") of a
Company grantor trust (the "Rabbi Trust") for credit to a special account
maintained on the books of the Rabbi Trust for the Executive (the "Trust
Account"), monthly, an amount equal to 50% of one-twelfth of the Executive's
then current Base Salary. If a lump sum payment is made pursuant to Section
4.2.2 or 4.2.3, the Company shall pay to the Trustee for credit to the Trust
Account at the time of such payment an amount equal to 50% of the Base Salary
portion of such lump sum payment; provided, however, that the Executive may
elect by written notice to the Company no later than the date the Executive
makes the election provided for in the first paragraph of Section 4.2 to have
such amount credited instead to the Deferred Compensation Plan established by
the Company on November 18, 1998, as the same may be amended from time to time
(as so amended, the "Deferred Plan"). The Trust Account shall be maintained by
the Trustee in accordance with the terms of this Agreement, including Annex A,
and the trust agreement (the "Trust Agreement") establishing the Rabbi Trust
(which Trust Agreement shall in all respects be in furtherance of, and not
inconsistent with, the terms of








                                                                               3




this Agreement, including Annex A), until the full amount which the Executive is
entitled to receive therefrom has been paid in full. Effective April 1, 1998,
the Company shall establish and maintain the Rabbi Trust as a grantor trust
within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of
the Code and shall pay all fees and expenses of the Trustee and shall enforce
the provisions of the Trust Agreement for the benefit of the Executive. Prior to
April 1, 1998, the Company shall credit the Executive with deferred compensation
in accordance with the provisions of Section 3.3 of the Prior Agreement. The
Executive may elect by written notice delivered to the Company at least 15 days
prior to the commencement of any calendar year during the term of employment
(except that for calendar year 1999, such election shall be made no later than
January 31, 1999) to have (a) all of the payments to be made to the Rabbi Trust
pursuant to the second sentence of this Section 3.3 to be credited instead to
the Deferred Plan or (b) to have 50% of the payments to be made by the Company
pursuant to the second sentence of this Section 3.3 to be credited instead to
the Deferred Plan and the remaining 50% to be paid to the Rabbi Trust. The
Company shall have no obligation to pay the Executive deferred compensation
pursuant to this Section 3.3 for any period after December 31, 2000. Any
deferred compensation paid to the Trust Account prior to January 1, 2001 will
continue to be governed by the terms of this Section 3.3 and Annex A.

                           3.4 Deferred Salary and Bonus. In addition to any
other deferred salary or deferred bonus plan in which the Executive may be
entitled to participate, the Executive may elect by written notice delivered to
the Company at least 15 days prior to the commencement of any calendar year
during the term of employment (except that for calendar year 1999, such election
shall be made no later than January 31, 1999), to defer payment of and to have
the Company credit all or any portion of the Executive's salary and/or bonus for
such year to either the Trust Account or the Deferred Plan, or a combination of
both, subject in the case of a deferral to the Deferred Plan to the terms and
conditions of the Deferred Plan. Any such election shall only apply to the
calendar year during the term of employment with respect to which such election
is made and a new election shall be required with respect to each successive
calendar year during the term of employment. Notwithstanding the foregoing, the
Executive hereby elects to defer payment of and have the Company pay to the
Trustee for credit to the Trust Account $300,000 of the Base Salary payable to
the Executive for the period beginning on the Effective Date and ending on the
Term Date. The Executive may change the election provided in the preceding
sentence for any calendar year by written notice delivered to the Company at
least 10 days prior to the commencement of any such calendar year.

                           3.5 Prior Account. The parties confirm that the
Company has maintained a deferred compensation account (the "Prior Account") for
the Executive in accordance with the Prior Agreement. The Prior Account shall be
promptly transferred to, and shall for all purposes be deemed part of, the Trust
Account and shall be maintained by the







                                                                               4



Trustee in accordance with this Agreement and the Trust Agreement. All prior
credits to the Prior Account shall be deemed to be credits made under this
Agreement, all "Account Retained Income" thereunder shall be deemed to be
Account Retained Income under this Agreement and all increases or decreases to
the Prior Account as a result of income, gains, losses and other changes shall
be deemed to have been made under this Agreement.

                           3.6 Reimbursement. The Company shall reasonably
promptly pay or reimburse the Executive for all reasonable travel, entertainment
and other business expenses actually incurred or paid by the Executive during
the term of employment in the performance of his services under this Agreement
provided such expenses are incurred or paid in accordance with the Company's
then current written practices and policies with respect to senior executives of
the Company and upon presentation of expense statements or vouchers or such
other supporting information as the Company may customarily require of its
senior executives.

                           3.7 No Anticipatory Assignments. Except as
specifically contemplated in Section 12.8 or under the life insurance policies
and benefit plans referred to in Sections 7 and 8, respectively, neither the
Executive, his legal representative nor any beneficiary designated by him shall
have any right, without the prior written consent of the Company, to assign,
transfer, pledge, hypothecate, anticipate or commute to any person or Entity any
payment due in the future pursuant to any provision of this Agreement, and any
attempt to do so shall be void and shall not be recognized by the Company.

                           3.8 Indemnification. The Executive shall be entitled
throughout the term of employment in his capacity as an officer or director of
the Company or any of its subsidiaries or an officer or member of the Board of
Representatives or other governing body of any partnership or joint venture in
which the Company has an equity interest (and after the term of employment, to
the extent relating to his service as such officer, director or member) to the
benefit of the indemnification provisions contained on the date hereof in the
Certificate of Incorporation and By-Laws of the Company (not including any
amendments or additions after the date of execution hereof that limit or narrow,
but including any that add to or broaden, the protection afforded to the
Executive by those provisions), to the extent not prohibited by applicable law
at the time of the assertion of any liability against the Executive.








                                                                               5



                  4. Termination.

                           4.1 Termination for Cause. The Company may terminate
the term of employment, the Advisory Period (if any) and all of the Company's
obligations under this Agreement, other than its obligations set forth below in
this Section 4.1, for "cause" but only if the term of employment or any Advisory
Period has not previously been terminated pursuant to any other provision of
this Agreement. Termination by the Company for "cause" shall mean termination by
action of the Company's Board of Directors, or a committee thereof, because of
the Executive's conviction (treating a nolo contendere plea as a conviction) of
a felony (whether or not any right to appeal has been or may be exercised) or
willful refusal without proper cause to perform his obligations under this
Agreement or because of the Executive's breach of any of the covenants provided
for in Section 9. Such termination shall be effected by written notice thereof
delivered by the Company to the Executive and shall be effective as of the date
of such notice; provided, however, that if (i) such termination is because of
the Executive's willful refusal without proper cause to perform any one or more
of his obligations under this Agreement, (ii) such notice is the first such
notice of termination for any reason delivered by the Company to the Executive
under this Section 4.1, and (iii) within 15 days following the date of such
notice the Executive shall cease his refusal and shall use his best efforts to
perform such obligations, the termination shall not be effective.

                           In the event of such termination by the Company for
cause, without prejudice to any other rights or remedies that the Company may
have at law or in equity, the Company shall have no further obligations to the
Executive other than (i) to pay Base Salary and make credits of deferred
compensation as provided in Sections 3.1 and 3.3, or to pay Advisory Period
compensation, if applicable, accrued through the effective date of termination,
(ii) to pay any annual bonus pursuant to Section 3.2 to the Executive in respect
of the calendar year prior to the calendar year in which such termination is
effective, in the event such annual bonus has been determined but not yet paid
as of the date of such termination and (iii) with respect to any rights the
Executive has in respect of amounts credited to the Trust Account or pursuant to
any insurance or other benefit plans or arrangements of the Company maintained
for the benefit of its senior executives. The Executive hereby disclaims any
right to receive a pro rata portion of the Executive's annual bonus with respect
to the year in which such termination occurs. The fourth sentence of Section 3.3
and the provisions of Sections 3.8, 8.2, 8.3 and 9 through 12 and Annex A shall
survive any termination pursuant to this Section 4.1.

                           4.2 Termination by Executive for Material Breach by
the Company and Termination by the Company Without Cause. Unless previously
terminated pursuant to any other provision of this Agreement and unless a
Disability Period shall be in effect, the Executive shall have the right,
exercisable by written notice to the Company, to terminate the







                                                                               6



term of employment or, if applicable, the Advisory Period, effective 15 days
after the giving of such notice, if, at the time of the giving of such notice,
the Company shall be in material breach of its obligations under this Agreement;
provided, however, that, with the exception of clause (i) below, this Agreement
shall not so terminate if such notice is the first such notice of termination
delivered by the Executive pursuant to this Section 4.2 and within such 15-day
period the Company shall have cured all such material breaches of its
obligations under this Agreement. A material breach by the Company shall
include, but not be limited to, (i) the Company failing to cause the Executive
to retain the title specified in the first sentence of Section 2 during the term
of employment; (ii) the Executive being required to report to persons other than
those specified in Section 2 during the term of employment; (iii) the Company
violating the provisions of Section 2 with respect to the Executive's authority,
functions, duties, powers or responsibilities (whether or not accompanied by a
change in title) during the term of employment; (iv) the Company requiring the
Executive's primary services to be rendered at a place other than at the
Company's principal executive offices in the New York City metropolitan area;
and (v) the Company failing to cause the successor to all or substantially all
of the business and assets of the Company expressly to assume the obligations of
the Company under this Agreement.

                           The Company shall have the right, exercisable by
written notice to the Executive, to terminate the Executive's employment under
this Agreement without cause, effective at least 30 days after the giving of
such notice, which notice shall specify the effective date of such termination.

                           In the event of a termination pursuant to this
Section 4.2, the Executive shall be entitled to elect by delivery of written
notice to the Company, within 30 days after written notice of such termination
is given pursuant to this Section 4.2, either (A) to cease being an employee of
the Company and receive a lump sum payment as provided in Section 4.2.2 or (B)
to remain an employee of the Company as provided in Section 4.2.3. After the
Executive makes such election, the following provisions shall apply:

                           4.2.1 Regardless of the election made by the
Executive pursuant to the preceding paragraph, (i) after the effective date of
such termination, the Executive shall have no further obligations or liabilities
to the Company whatsoever, except that Sections 4.4 and 4.5 and Sections 6
through 12 shall survive such termination, and (ii) the Executive shall be
entitled to receive any earned and unpaid Base Salary or Advisory Period
compensation, as the case may be, accrued through the effective date of such
termination.

                           4.2.2 In the event the Executive shall make the
election provided in clause (A) above, the Company shall pay to the Executive as
damages in a lump sum within 30 days thereafter (provided that if the Executive
was named in the compensation








                                                                               7



table in the Company's then most recent proxy statement, such lump sum payment
shall be made within 30 days after the end of the calendar year in which such
notice of termination is given) an amount (discounted as provided in the
immediately following sentence) equal to (a) in the event such termination
occurs during the term of employment, all amounts otherwise payable pursuant to
Section 3.1 for the year in which such termination occurs and for each
subsequent year through the Term Date and (b) in the event such termination
occurs during the Advisory Period, all amounts otherwise payable pursuant to
Section 13 from the date of such termination through the Term Date. Any payments
required to be made to the Executive pursuant to this Section 4.2.2 upon such
termination shall be discounted to present value as of the date of payment from
the times at which such amounts would have become payable absent any such
termination at an annual discount rate for the relevant periods equal to 120% of
the "applicable Federal rate" (within the meaning of Section 1274(d) of the
Internal Revenue Code of 1986 (the "Code")), in effect on the date of such
termination, compounded semi-annually, the use of which rate is hereby elected
by the parties hereto pursuant to Treas. Reg. ss.1.280G-1 Q/A 32 (provided that,
in the event such election is not permitted under Section 280G of the Code and
the regulations thereunder, such other rate determined as of such other date as
is applicable for determining present value under Section 280G of the Code shall
be used).

                           4.2.3 In the event the Executive shall make the
election provided in clause (B) above, the term of employment or, if applicable,
the Advisory Period shall continue and the Executive shall remain an employee of
the Company through the Term Date and during such period the Executive shall be
entitled to receive, whether or not he becomes disabled during such period but
subject to Section 6, (a) in the event such termination occurs during the term
of employment, Base Salary (all or a portion of which may be deferred by the
Executive pursuant to Section 3.4) at an annual rate equal to his Base Salary in
effect immediately prior to the notice of termination as provided in Section 3.1
and (b) in the event such termination occurs during the Advisory Period,
Advisory Period compensation as provided in Section 13. Except as provided in
the next sentence, if the Executive accepts full-time employment with any other
Entity during such period or notifies the Company in writing of his intention to
terminate his status as an employee during such period, then the term of
employment or, if applicable, the Advisory Period shall cease and the Executive
shall cease to be an employee of the Company effective upon the commencement of
such employment or the effective date of such termination as specified by the
Executive in such notice, whichever is applicable, and the Executive shall be
entitled to receive as severance in a lump sum within 30 days after such
commencement or such effective date (provided that if the Executive was named in
the compensation table in the Company's then most recent proxy statement, such
lump sum payment shall be made within 30 days after the end of the calendar year
in which such commencement or effective date occurred) an amount (discounted as
provided in the second sentence of Section 4.2.2, except that the "applicable







                                                                               8




Federal rate" shall be determined as of the date the Executive shall cease to be
an employee of the Company) for the balance of (x) the Base Salary (assuming no
deferral pursuant to Section 3.4) or (y) the Advisory Period compensation, as
the case may be, the Executive would have been entitled to receive pursuant to
this Section 4.2.3 had the Executive remained on the Company's payroll until the
Term Date. Notwithstanding the preceding sentence, if the Executive accepts
employment with any charitable or not-for-profit Entity, or any family-owned
corporation, trust or partnership, then the Executive shall be entitled to
remain an employee of the Company and receive the payments as provided in the
first sentence of this Section 4.2.3; and if the Executive accepts full-time
employment with any affiliate of the Company, then the payments provided for in
this Section 4.2.3 and the term of employment or, if applicable, the Advisory
Period shall cease and the Executive shall not be entitled to any such lump sum
payment. For purposes of this Agreement, the term "affiliate" shall mean any
Entity which, directly or indirectly, controls, is controlled by, or is under
common control with, the Company.

                           4.3 Office Facilities. In the event the Executive
shall make the election provided in clause (B) of Section 4.2, then for the
period beginning on the day the Executive makes such election and ending one
year thereafter, the Company shall, without charge to the Executive, make
available to the Executive office space at the Executive's principal job
location immediately prior to his termination of employment, or other location
reasonably close to such location, together with secretarial services, office
facilities, services and furnishings, in each case reasonably appropriate to an
employee of the Executive's position and responsibilities prior to such
termination of employment but taking into account the Executive's reduced need
for such office space, secretarial services and office facilities, services and
furnishings as a result of the Executive no longer being a full-time employee.

                           4.4 Release. In partial consideration for the
Company's obligation to make the payments described in Section 4.2, the
Executive shall execute and deliver to the Company a release in substantially
the form attached hereto as Annex B. The Company shall deliver such release to
the Executive within 10 days after the written notice of termination is
delivered pursuant to Section 4.2 and the Executive shall execute and deliver
such release to the Company within 21 days after receipt thereof. If the
Executive shall fail to execute and deliver such release to the Company within
such 21 day period, or if the Executive shall revoke his consent to such release
as provided therein, the Executive's term of employment shall terminate as
provided in Section 4.2, but the Executive shall receive, in lieu of the
payments provided for in said Section 4.2, a lump sum cash payment in an amount
determined in accordance with the written personnel policies of the Company
relating to notice and severance then generally applicable to employees with
length of service and compensation level of the Executive.







                                                                               9


                           4.5 Mitigation. In the event of termination of the
term of employment or, if applicable, the Advisory Period pursuant to Section
4.2, the Executive shall not be required to seek other employment in order to
mitigate his damages hereunder unless Section 280G of the Code would apply to
any payments by the Company to the Executive and the Executive's failure to
mitigate would result in the Company losing tax deductions to which it would
otherwise have been entitled. In such an event, the Executive will engage in
whatsoever mitigation is necessary to preserve the Company's tax deductions.
With respect to the preceding sentences, any payments or rights to which the
Executive is entitled by reason of the termination of the term of employment and
the Advisory Period by the Executive or the Company pursuant to Section 4.2
shall be considered as damages hereunder. Any obligation of the Executive to
mitigate his damages pursuant to this Section 4.5 shall not be a defense or
offset to the Company's obligation to pay the Executive in full the amounts
provided in Section 4.2.2 or 4.2.3, as the case may be, at the time provided
therein or the timely and full performance of any of the Company's other
obligations under this Agreement.

                           4.6 Payments. So long as the Executive remains on the
payroll of the Company or any subsidiary of the Company, payments of salary,
deferred compensation and bonus required to be made pursuant to Section 4.2
shall be made at the same times as such payments are made to senior executives
of the Company or such subsidiary.

                           5. Disability. If during the term of employment and
prior to any termination of this Agreement under Section 4.2, the Executive
shall become physically or mentally disabled, whether totally or partially, so
that he is prevented from performing his usual duties for a period of six
consecutive months, or for shorter periods aggregating six months in any
twelve-month period, the Company shall, nevertheless, continue to pay the
Executive his full compensation, when otherwise due, as provided in Section 3,
through the last day of the sixth consecutive month of disability or the date on
which the shorter periods of disability shall have equaled a total of six months
in any twelve-month period (such last day or date being referred to herein as
the "Disability Date"). If the Executive has not resumed his usual duties on or
prior to the Disability Date, the Company shall pay the Executive disability
benefits for the period ending on the Term Date (the "Disability Period"), in an
annual amount equal to 75% of the Executive's Base Salary at the time the
Executive becomes disabled. If during the Disability Period the Executive shall
fully recover from his disability, the Company shall have the right (exercisable
within 60 days after notice from the Executive of such recovery), but not the
obligation, to restore the Executive to full-time service at full compensation.
If the Company elects to restore the Executive to full-time service, then this
Agreement shall continue in full force and effect in all respects and the Term
Date and the Advisory Period shall not be extended by virtue of the occurrence
of the Disability Period. If the Company elects not to restore the Executive to
full-time service, the Executive shall be entitled to obtain other employment,
subject, however, to the following: (i) the Executive shall be obligated to







                                                                              10



perform advisory services during any balance of the Disability Period; and (ii)
the provisions of Sections 9 and 10 shall continue to apply to the Executive
during the Disability Period. The advisory services referred to in clause (i) of
the immediately preceding sentence shall consist of rendering advice concerning
the business, affairs and management of the Company as requested by the Board of
Directors or the Chief Executive Officer of the Company but the Executive shall
not be required to devote more than five days (up to eight hours per day) each
month to such services, which shall be performed at a time and place mutually
convenient to both parties. Any income from such other employment shall not be
applied to reduce the Company's obligations under this Agreement. The Company
shall be entitled to deduct from all payments to be made to the Executive during
the Disability Period pursuant to this Section 5 an amount equal to all
disability payments received by the Executive during the Disability Period from
Workmen's Compensation, Social Security and disability insurance policies
maintained by the Company; provided, however, that for so long as, and to the
extent that, proceeds paid to the Executive from such disability insurance
policies are not includible in his income for federal income tax purposes, the
Company's deduction with respect to such payments shall be equal to the product
of (i) such payments and (ii) a fraction, the numerator of which is one and the
denominator of which is one less the maximum marginal rate of federal income
taxes applicable to individuals at the time of receipt of such payments. All
payments made under this Section 5 after the Disability Date are intended to be
disability payments, regardless of the manner in which they are computed. If a
Disability Date occurs during the Advisory Period, the Company shall pay to the
Executive the full amount of the Advisory Period compensation in accordance with
Section 13 through the Term Date without regard to the preceding two sentences.
Except as otherwise provided in this Section 5, the during the Disability Period
and the Advisory Period, the Executive shall be entitled to all of the rights
and benefits provided for in this Agreement, except that Section 4.2 shall not
apply during the Disability Period and the term of employment or, if applicable,
the Advisory Period shall end and the Executive shall cease to be an employee of
the Company on the Term Date and shall not be entitled to notice and severance
or to receive or be paid for any accrued vacation time or unused sabbatical.

                  6. Death. Upon the death of the Executive during the term of
employment or, if applicable, the Advisory Period, this Agreement and all
obligations of the Company to make any payments under Sections 3, 4, 5 and 13
shall terminate except that (i) the Executive's estate (or a designated
beneficiary) shall be entitled to receive, to the extent being received by the
Executive immediately prior to his death, Base Salary or, if applicable,
Advisory Period compensation, to the last day of the month in which his death
occurs and (ii) the Trust Account shall be liquidated and revalued as provided
in Annex A as of the date of the Executive's death (except that all taxes shall
be computed and charged to the Trust Account as of such date of death to the
extent not theretofore so computed and charged) and the entire balance thereof
(plus any amount due under the last paragraph of Section A.6 of







                                                                              11



Annex A) shall be paid to the Executive's estate (or a designated beneficiary)
in a single payment not later than 75 days following such date of death.

                  7. Life Insurance. The Company shall maintain $6,000,000 face
amount of split ownership life insurance on the life of the Executive, to be
owned by the Executive or the trustees of a trust for the benefit of the
Executive's spouse and/or descendants. Until the death of the Executive, and
irrespective of any termination of this Agreement except pursuant to Section
4.1, the Company shall pay all premiums on such policy and shall maintain such
policy (without reduction of the face amount of the coverage). The Company shall
not borrow from the cash value of such policy. At the death of the Executive, or
on the earlier surrender of such policy by the owner, the Executive agrees that
the owner of the policy shall promptly pay to the Company an amount equal to the
premiums on such policy paid by the Company (net of (i) tax benefits, if any, to
the Company in respect of payments of such premiums, (ii) any amounts payable by
the Company which had been paid by or on behalf of the Executive with respect to
such insurance, (iii) dividends received by the Company in respect of such
premiums, but only to the extent such dividends are not used to purchase
additional insurance on the life of the Executive, and (iv) any unpaid
borrowings by the Company on the policy), whether before, during or after the
term of this Agreement. The owner of the policy from time to time shall execute,
deliver and maintain a customary split dollar insurance and collateral
assignment form, assigning to the Company the proceeds of such policy but only
to the extent necessary to secure the reimbursement obligation contained in the
preceding sentence. In addition to the foregoing, during the Executive's
employment with the Company, the Company shall (x) provide the Executive with
$50,000 of group life insurance and (y) pay to the Executive annually an amount
equal to the premium that the Executive would have to pay to obtain life
insurance under the Group Universal Life ("GUL") insurance program made
available by the Company in an amount equal to (i) twice the Executive's Base
Salary minus (ii) $50,000. The Executive shall be under no obligation to use the
payments made by the Company pursuant to the preceding sentence to purchase GUL
insurance or to purchase any other life insurance. If the Company discontinues
its GUL insurance program, the Company shall nevertheless make the payments
required by this Section 7 as if such program were still in effect. The payments
made to the Executive pursuant to this Section 7 shall not be considered as
"salary" or "compensation" or "bonus" in determining the amount of any payment
under any pension, retirement, profit-sharing or other benefit plan of the
Company or any subsidiary of the Company.

                  8.   Other Benefits.

                           8.1 General Availability. To the extent that (a) the
Executive is eligible under the general provisions thereof and (b) the Company
maintains such plan or program for the benefit of its senior executives, during
the term of employment and any







                                                                              12



Advisory Period and so long as the Executive is an employee of the Company, the
Executive shall be eligible to participate in any pension, profit-sharing, stock
option or similar plan or program and in any group life insurance (to the extent
set forth in Section 7), hospitalization, medical, dental, accident, disability
or similar plan or program of the Company now existing or established hereafter.
In addition, so long as the Executive is an employee of the Company the
Executive shall be entitled to receive other benefits generally available to all
senior executives of the Company to the extent the Executive is eligible under
the general provisions thereof, including, without limitation, to the extent
maintained in effect by the Company for its senior executives, an automobile
allowance and financial services.

                           8.2 Benefits After a Termination or Disability.
During the period the Executive remains on the payroll of the Company after a
termination pursuant to Section 4.2 and during the Disability Period and any
Advisory Period, the Executive shall continue to be eligible to participate in
the benefit plans and to receive the benefits required to be provided to the
Executive under Sections 7 and 8.1 to the extent such benefits are maintained in
effect by the Company for its senior executives; provided, however, the
Executive shall not be entitled to any additional awards or grants under any
stock option, restricted stock or other stock based incentive plan. The
Executive shall continue to be an employee of the Company for purposes of any
stock option and restricted shares agreements and any other incentive plan
awards during the term of employment and any Advisory Period and until such time
as the Executive shall leave the payroll of the Company. At the time the
Executive's term of employment and any Advisory Period terminates and he leaves
the payroll of the Company pursuant to the provisions of Section 4.1, 4.2, 5 or
6, the Executive's rights to benefits and payments under any benefit plans or
any insurance or other death benefit plans or arrangements of the Company or
under any stock option, restricted stock, stock appreciation right, bonus unit,
management incentive or other plan of the Company shall be determined, subject
to the other terms and provisions of this Agreement, in accordance with the
terms and provisions of such plans and any agreements under which such stock
options, restricted stock or other awards were granted; provided, however, that
notwithstanding the foregoing or any more restrictive provisions of any such
plan or agreement (but without affecting any less restrictive or more favorable
to the Executive provisions of any such plan or agreement), if the Executive
leaves the payroll of the Company as a result of a termination pursuant to
Section 4.2, then (i) all stock options granted to the Executive by the Company
shall vest and become immediately exercisable at the time the Executive shall
leave the payroll of the Company pursuant to Section 4.2, (ii) all stock options
granted to the Executive by the Company shall remain exercisable (but not beyond
the term thereof) during the remainder of the term of employment and any
Advisory Period and for a period of three months thereafter or such longer
period as shall be specified in any applicable stock option agreement and (iii)
the Company shall not be permitted to determine that the Executive's employment
was terminated for "unsatisfactory







                                                                              13



performance" within the meaning of any stock option agreement between the
Company and the Executive.

                           8.3 Payments in Lieu of Other Benefits. In the event
the term of employment and the Executive's employment with the Company is
terminated pursuant to Sections 4.1, 4.2, 5 or 6 (and regardless of whether the
Executive elects clause (A) or (B) as provided in Section 4.2), the Executive
shall not be entitled to notice and severance or to be paid for any accrued
vacation time or unused sabbatical, the payments provided for in such Sections
being in lieu thereof.

                  9. Protection of Confidential Information; Non-Compete. The
provisions of Section 9.2 shall continue to apply through the latest of (i) the
date the Executive ceases to be an employee of the Company and leaves the
payroll of the Company for any reason and (ii) for twelve months after the
effective date of any notice of termination of the Executive's employment
pursuant to Section 4.1, 4.2 or 4.3. The provisions of Sections 9.1 and 9.3
shall continue to apply until three years after the latest of the events
described in the preceding sentence.

                           9.1 Confidentiality Covenant. The Executive
acknowledges that his employment by the Company (which, for purposes of this
Section 9 shall mean Time Warner Inc. and its affiliates) will, throughout the
term of employment and any Advisory Period, bring him into close contact with
many confidential affairs of the Company, including information about costs,
profits, markets, sales, products, key personnel, pricing policies, operational
methods, technical processes and other business affairs and methods and other
information not readily available to the public, and plans for future
development. The Executive further acknowledges that the services to be
performed under this Agreement are of a special, unique, unusual, extraordinary
and intellectual character. The Executive further acknowledges that the business
of the Company is international in scope, that its products are marketed
throughout the world, that the Company competes in nearly all of its business
activities with other Entities that are or could be located in nearly any part
of the world and that the nature of the Executive's services, position and
expertise are such that he is capable of competing with the Company from nearly
any location in the world. In recognition of the foregoing, the Executive
covenants and agrees:

                           9.1.1 The Executive shall keep secret all
confidential matters of the Company and shall not intentionally disclose such
matters to anyone outside of the Company, either during or after the term of
employment and any Advisory Period, except with the Company's written consent,
provided that (i) the Executive shall have no such obligation to the extent such
matters are or become publicly known other than as a result of the Executive's
breach of his obligations hereunder and (ii) the Executive may, after giving
prior







                                                                              14



notice to the Company to the extent practicable under the circumstances,
disclose such matters to the extent required by applicable laws or governmental
regulations or judicial or regulatory process;

                           9.1.2 The Executive shall deliver promptly to the
Company on termination of his employment by the Company, or at any other time
the Company may so request, at the Company's expense, all memoranda, notes,
records, reports and other documents (and all copies thereof) relating to the
Company's business, which he obtained while employed by, or otherwise serving or
acting on behalf of, the Company and which he may then possess or have under his
control; and

                           9.1.3 If the term of employment is terminated
pursuant to Section 4.1 or 4.2, for a period of one year after such termination,
without the prior written consent of the Company, the Executive shall not
employ, and shall not cause any Entity of which he is an affiliate to employ,
any person who was a full-time exempt employee of the Company at the date of
such termination or within six months prior thereto.

                           9.2 Non-Compete. The Executive shall not, directly or
indirectly, without the prior consent of a majority of the members of the
Company's Board of Directors, render any services to any person or Entity or
acquire any interest of any type in any Entity, that might be deemed in
competition with the Company; provided, however, that the foregoing shall not be
deemed to prohibit the Executive from (a) acquiring, solely as an investment and
through market purchases, securities of any Entity which are registered under
Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and which are
publicly traded, so long as he is not part of any control group of such Entity
and such securities, if converted, do not constitute more than one percent (1%)
of the outstanding voting power of that Entity, (b) acquiring, solely as an
investment, any securities of an Entity (other than an Entity that has
outstanding securities covered by the preceding clause (a)) so long as he
remains a passive investor in such Entity and does not become part of any
control group thereof and so long as such Entity is not, directly or indirectly,
in competition with the Company, (c) serving as a director of any Entity that is
not in competition with the Company or (d) during the Advisory Period, being a
partner in or of counsel to a law firm that represents any person or Entity that
is in competition with the Company so long as the Executive does not personally
provide or assist in the provision of services to any such person or Entity. For
purposes of the foregoing, a person or Entity shall be deemed to be in
competition with the Company if such person or it engages in any line of
business that is substantially the same as either (i) any line of operating
business which the Company engages in, conducts or, to the knowledge of the
Executive, has definitive plans to engage in or conduct or (ii) any operating
business that is engaged in or conducted by the Company and as to which, to the
knowledge of the Executive, the Company covenants in writing, in connection with
the disposition of such business, not to compete







                                                                              15



therewith. Notwithstanding the preceding sentences, following the effective
date of any termination under Section 4 of this Agreement (including during the
Advisory Period contemplated by Section 13), only the following Entities shall
be deemed to be in competition with the Company: AT&T Corporation, Bertelsmann
A.G., The Walt Disney Company, EarthLink, Inc., General Electric Corporation,
Microsoft Corporation, The News Corporation, Sony Corporation, Viacom Inc.,
Vivendi Universal, S.A., Yahoo! Inc. and their respective subsidiaries and
affiliates and any affiliates and any successor to any of the internet service
provider, media or entertainment businesses thereof.

                           9.3 Specific Remedy. In addition to such other rights
and remedies as the Company may have at equity or in law with respect to any
breach of this Agreement, if the Executive commits a material breach of any of
the provisions of Section 9.1, the Company shall have the right and remedy to
have such provisions specifically enforced by any court having equity
jurisdiction, it being acknowledged and agreed that any such breach or
threatened breach will cause irreparable injury to the Company and that money
damages will not provide an adequate remedy to the Company.

                           9.4 Liquidated Damages. If the Executive commits a
material breach of the provisions of Section 9.2, the Executive shall pay to the
Company as liquidated damages an amount equal to two and one-half times the
Executive's then current Base Salary, or if the Executive is not employed by the
Company at the time of such breach, an amount equal to two and one-half times
the most recent Base Salary paid to the Executive by the Company. The Company
shall be entitled to offset any amounts owed by the Executive to the Company
under this Section 9.4 against any amounts owed by the Company to the Executive
under any provision of this Agreement or otherwise, including without
limitation, amounts payable to the Executive under Section 4.2. The Company and
the Executive agree that it is impossible to determine with any reasonable
accuracy the amount of prospective damages to the Company upon a breach of
Section 9.2 by the Executive and further agree that the damages set forth in
this Section 9.4 are reasonable, and not a penalty, based upon the facts and
circumstances of the parties and with due regard to future expectations.

                  10. Ownership of Work Product. The Executive acknowledges that
during the term of employment, he may conceive of, discover, invent or create
inventions, improvements, new contributions, literary property, material, ideas
and discoveries, whether patentable or copyrightable or not (all of the
foregoing being collectively referred to herein as "Work Product"), and that
various business opportunities shall be presented to him by reason of his
employment by the Company. The Executive acknowledges that all of the foregoing
shall be owned by and belong exclusively to the Company and that he shall have
no personal interest therein, provided that they are either related in any
manner to the business (commercial or experimental) of the Company, or are, in
the case of Work Product, conceived







                                                                              16



or made on the Company's time or with the use of the Company's facilities or
materials, or, in the case of business opportunities, are presented to him for
the possible interest or participation of the Company. The Executive shall (i)
promptly disclose any such Work Product and business opportunities to the
Company; (ii) assign to the Company, upon request and without additional
compensation, the entire rights to such Work Product and business opportunities;
(iii) sign all papers necessary to carry out the foregoing; and (iv) give
testimony in support of his inventorship or creation in any appropriate case.
The Executive agrees that he will not assert any rights to any Work Product or
business opportunity as having been made or acquired by him prior to the date of
this Agreement except for Work Product or business opportunities, if any,
disclosed to and acknowledged by the Company in writing prior to the date
hereof.

                  11. Notices. All notices, requests, consents and other
communications required or permitted to be given under this Agreement shall be
effective only if given in writing and shall be deemed to have been duly given
if delivered personally or sent by prepaid telegram, or mailed first-class,
postage prepaid, by registered or certified mail, as follows (or to such other
or additional address as either party shall designate by notice in writing to
the other in accordance herewith):

                           11.1   If to the Company:

                                    Time Warner Inc.
                                    75 Rockefeller Plaza
                                    New York, New York  10019

                                    Attention:  President

                                    (with a copy, similarly addressed
                                    but Attention:  General Counsel)

                           11.2 If to the Executive, to his residence address
set forth on the records of the Company.

                  12. General.

                           12.1 Governing Law. This Agreement shall be governed
by and construed and enforced in accordance with the substantive laws of the
State of New York applicable to agreements made and to be performed entirely in
New York.







                                                                              17


                           12.2 Captions. The section headings contained herein
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

                           12.3 Entire Agreement. This Agreement, including
Annexes A and B, sets forth the entire agreement and understanding of the
parties relating to the subject matter of this Agreement and supersedes all
prior agreements, arrangements and understandings, written or oral, between the
parties, including without limitation, the Prior Agreement.

                           12.4 No Other Representations. No representation,
promise or inducement has been made by either party that is not embodied in this
Agreement, and neither party shall be bound by or be liable for any alleged
representation, promise or inducement not so set forth.

                           12.5 Assignability. This Agreement and the
Executive's rights and obligations hereunder may not be assigned by the
Executive. The Company may assign its rights together with its obligations
hereunder, in connection with any sale, transfer or other disposition of all or
substantially all of its business and assets; and such rights and obligations
shall inure to, and be binding upon, any successor to all or substantially all
of the business and assets of the Company, whether by merger, purchase of stock
or assets or otherwise. The Company shall cause such successor expressly to
assume such obligations.

                           12.6 Amendments; Waivers. This Agreement may be
amended, modified, superseded, cancelled, renewed or extended and the terms or
covenants hereof may be waived only by written instrument executed by both of
the parties hereto, or in the case of a waiver, by the party waiving compliance.
The failure of either party at any time or times to require performance of any
provision hereof shall in no manner affect such party's right at a later time to
enforce the same. No waiver by either party of the breach of any term or
covenant contained in this Agreement, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing waiver of any such
breach, or a waiver of the breach of any other term or covenant contained in
this Agreement.

                           12.7 Resolution of Disputes. Any dispute or
controversy arising with respect to this Agreement shall, at the election of
either the Company or the Executive, be submitted to JAMS/ENDISPUTE for
resolution in arbitration in accordance with the rules and procedures of
JAMS/ENDISPUTE. Either party shall make such election by delivering written
notice thereof to the other party at any time (but not later than 45 days after
such party receives notice of the commencement of any administrative or
regulatory proceeding or the filing of any lawsuit relating to any such dispute
or controversy) and thereupon any such dispute or controversy shall be resolved
only in accordance with the provisions of this Section







                                                                              18



12.7. Any such proceedings shall take place in New York City before a single
arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or
expedited (rather than a comprehensive) arbitration process, before a
nonjudicial (rather than a judicial) arbitrator, and in accordance with an
arbitration process which, in the judgment of such arbitrator, shall have the
effect of reasonably limiting or reducing the cost of such arbitration. The
resolution of any such dispute or controversy by the arbitrator appointed in
accordance with the procedures of JAMS/ENDISPUTE shall be final and binding.
Judgment upon the award rendered by such arbitrator may be entered in any court
having jurisdiction thereof, and the parties consent to the jurisdiction of the
New York courts for this purpose. The prevailing party shall be entitled to
recover the costs of arbitration (including reasonable attorneys fees and the
fees of experts) from the losing party. If at the time any dispute or
controversy arises with respect to this Agreement, JAMS/ENDISPUTE is not in
business or is no longer providing arbitration services, then the American
Arbitration Association shall be substituted for JAMS/ENDISPUTE for the purposes
of the foregoing provisions of this Section 12.7. If the Executive shall be the
prevailing party in such arbitration, the Company shall promptly pay, upon
demand of the Executive, all legal fees, court costs and other costs and
expenses incurred by the Executive in any legal action seeking to enforce the
award in any court.

                           12.8 Beneficiaries. Whenever this Agreement provides
for any payment to the Executive's estate, such payment may be made instead to
such beneficiary or beneficiaries as the Executive may designate by written
notice to the Company. The Executive shall have the right to revoke any such
designation and to redesignate a beneficiary or beneficiaries by written notice
to the Company (and to any applicable insurance company) to such effect.

                           12.9 No Conflict. The Executive represents and
warrants to the Company that this Agreement is legal, valid and binding upon the
Executive and the execution of this Agreement and the performance of the
Executive's obligations hereunder does not and will not constitute a breach of,
or conflict with the terms or provisions of, any agreement or understanding to
which the Executive is a party (including, without limitation, any other
employment agreement). The Company represents and warrants to the Executive that
this Agreement is legal, valid and binding upon the Company and the execution of
this Agreement and the performance of the Company's obligations hereunder does
not and will not constitute a breach of, or conflict with the terms or
provisions of, any agreement or understanding to which the Company is a party.

                           12.10 Withholding Taxes. Payments made to the
Executive pursuant to this Agreement shall be subject to withholding and social
security taxes and other ordinary and customary payroll deductions.






                                                                              19



                           12.11 No Offset. Except as provided in Section 9.4 of
this Agreement, neither the Company nor the Executive shall have any right to
offset any amounts owed by one party hereunder against amounts owed or claimed
to be owed to such party, whether pursuant to this Agreement or otherwise, and
the Company and the Executive shall make all the payments provided for in this
Agreement in a timely manner.

                           12.12 Severability. If any provision of this
Agreement shall be held invalid, the remainder of this Agreement shall not be
affected thereby; provided, however, that the parties shall negotiate in good
faith with respect to equitable modification of the provision or application
thereof held to be invalid. To the extent that it may effectively do so under
applicable law, each party hereby waives any provision of law which renders any
provision of this Agreement invalid, illegal or unenforceable in any respect.

                           12.13 Definitions. The following terms are defined in
this Agreement in the places indicated:

                  Account Retained Income - Section A.6 of Annex A
                  Advisory Period - Section 13
                  affiliate - Section 4.2.3
                  Applicable Tax Law - Section A.5 of Annex A
                  Base Salary - Section 3.1
                  cause - Section 4.1
                  Code - Section 4.2.2
                  Company - the first paragraph on page 1 and Section 9.1
                  deferred compensation - Section 3.3
                  Disability Date - Section 5
                  Disability Period - Section 5
                  Effective Date - the first paragraph on page 1
                  eligible securities - Section A.1 of Annex A
                  Entity - Section 2
                  Executive - the first paragraph in page 1
                  fair market value - Section A.1 of Annex A
                  Investment Advisor - Section A.1 of Annex A
                  Pay-Out Period - Section A.6 of Annex A
                  Prior Account - Section 3.5
                  Prior Agreement - the second paragraph on page 1
                  Rabbi Trust -  Section 3.3
                  senior executives - Section 3.1
                  Term Date - the second paragraph on page 1
                  term of employment - Section 1
                  Trust Account - Section 3.3
                  Trust Agreement - Section 3.3






                                                                              20


                  Trustee - Section 3.3
                  Valuation Date - Section A.6 of Annex A
                  Work Product - Section 10

                  13. Advisory Services. Notwithstanding anything to the
contrary contained in this Agreement (except the last sentence of Section 1),
the Executive shall have the right to elect by delivery of written notice to the
Company, which notice may be delivered at any time on or after December 1, 2001,
to terminate the term of employment and his position as Chief Executive Officer
of the Company effective not earlier than five months after the delivery of such
notice and to serve as an advisor to the Company for the period from the
effective date of such notice through December 31, 2005 (the "Advisory Period").
During the Advisory Period, the Executive will provide such advisory services
concerning the business, affairs and management of the Company as may be
required by the Board of Directors or the Chief Executive Officer of the
Company, but shall not be required to devote more than five days (up to eight
hours per day) each month to such service, which shall be performed at a time
and place mutually convenient to both parties and consistent with the
Executive's other activities. If at any time during the Advisory Period, the
Executive engages in other full-time employment, the Executive shall not be
deemed to be in breach of this Section 13, but unless such employment consists
of the Executive providing services to one or more (i) charitable or non-profit
organizations or (ii) family-owned corporations, trusts, or partnerships, the
Advisory Period shall terminate, the Executive shall leave the payroll of the
Company and the Company shall have no further obligations under this agreement
other than with respect to earned and unpaid compensation and benefits.
Notwithstanding the foregoing, but subject to Section 9 of this Agreement,
during the Advisory Period the Executive may provide part-time services to third
parties (including serving as a member of the Board of Directors of any such
party). During the Advisory Period, the Executive shall be entitled to receive
annual compensation in an amount equal to the Base Salary being received by the
Executive pursuant to Section 3.1 at the time the Executive delivers the notice
provided for in this Section 13 and shall continue to be entitled to the
benefits described in Sections 7 and 8 hereof; provided, however, that the
Executive shall not be entitled to any additional grants of stock options during
the Advisory Period, shall not accrue any vacation time during the Advisory
Period and shall not be entitled to any severance pay at the end thereof. In
addition, during the Advisory Period the Company shall provide the Executive
with an office, office facilities and a secretary in accordance with the
provisions of Section 4.3.






                                                                              21




                  IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.

                     TIME WARNER INC.


                     By
                       -----------------------------------------------
                              Richard D. Parsons
                              President


                       -----------------------------------------------
                               Gerald M. Levin







                                                                         ANNEX A

                          Deferred Compensation Account


                  A.1 Investments. Funds credited to the Trust Account shall be
actually invested and reinvested in an account in securities selected from time
to time by an investment advisor designated from time to time by the Company
(the "Investment Advisor"), substantially all of which securities shall be
"eligible securities". The designation from time to time by the Company of an
Investment Advisor shall be subject to the approval of the Executive, which
approval shall not be withheld unreasonably. "Eligible securities" are common
and preferred stocks, warrants to purchase common or preferred stocks, put and
call options, and corporate or governmental bonds, notes and debentures, either
listed on a national securities exchange or for which price quotations are
published in newspapers of general circulation, including The Wall Street
Journal, and certificates of deposit. Eligible securities shall not include the
common or preferred stock, any warrants, options or rights to purchase common or
preferred stock or the notes or debentures of the Company or any corporation or
other entity of which the Company owns directly or indirectly 5% or more of any
class of outstanding equity securities. The Investment Advisor shall have the
right, from time to time, to designate eligible securities which shall be
actually purchased and sold for the Trust Account on the date of reference. Such
purchases may be made on margin; provided that the Company may, from time to
time, by written notice to the Executive, the Trustee and the Investment
Advisor, limit or prohibit margin purchases in any manner it deems prudent and,
upon three business days written notice to the Executive, the Trustee and the
Investment Advisor, cause all eligible securities theretofore purchased on
margin to be sold. The Investment Advisor shall send notification to the
Executive and the Trustee in writing of each transaction within five business
days thereafter and shall render to the Executive and the Trustee written
quarterly reports as to the current status of his or her Trust Account. In the
case of any purchase, the Trust Account shall be charged with a dollar amount
equal to the quantity and kind of securities purchased multiplied by the fair
market value of such securities on the date of reference and shall be credited
with the quantity and kind of securities so purchased. In the case of any sale,
the Trust Account shall be charged with the quantity and kind of securities
sold, and shall be credited with a dollar amount equal to the quantity and kind
of securities sold multiplied by the fair market value of such securities on the
date of reference. Such charges and credits to the Trust Account shall take
place immediately upon the consummation of the transactions to which they
relate. As used herein "fair market value" means either (i) if the security is
actually purchased or sold by the Rabbi Trust on the date of reference, the
actual purchase or sale price per security to the Rabbi Trust or (ii) if the
security is not purchased or sold on the date of reference, in the case of a
listed security, the closing







                                                                             A-2


price per security on the date of reference, or if there were no sales on such
date, then the closing price per security on the nearest preceding day on which
there were such sales, and, in the case of an unlisted security, the mean
between the bid and asked prices per security on the date of reference, or if no
such prices are available for such date, then the mean between the bid and asked
prices per security on the nearest preceding day for which such prices are
available. If no bid or asked price information is available with respect to a
particular security, the price quoted to the Trustee as the value of such
security on the date of reference (or the nearest preceding date for which such
information is available) shall be used for purposes of administering the Trust
Account, including determining the fair market value of such security. The Trust
Account shall be charged currently with all interest paid by the Trust Account
with respect to any credit extended to the Trust Account. Such interest shall be
charged to the Trust Account, for margin purchases actually made, at the rates
and times actually paid by the Trust Account. The Company may, in the Company's
sole discretion, from time to time serve as the lender with respect to any
margin transactions by notice to the then Investment Advisor and the Trustee and
in such case interest shall be charged at the rate and times then charged by an
investment banking firm designated by the Company with which the Company does
significant business. Brokerage fees shall be charged to the Trust Account at
the rates and times actually paid.

                  A.2 Dividends and Interest. The Trust Account shall be
credited with dollar amounts equal to cash dividends paid from time to time upon
the stocks held therein. Dividends shall be credited as of the payment date. The
Trust Account shall similarly be credited with interest payable on interest
bearing securities held therein. Interest shall be credited as of the payment
date, except that in the case of purchases of interest-bearing securities the
Trust Account shall be charged with the dollar amount of interest accrued to the
date of purchase, and in the case of sales of such interest-bearing securities
the Trust Account shall be credited with the dollar amount of interest accrued
to the date of sale. All dollar amounts of dividends or interest credited to the
Trust Account pursuant to this Section A.2 shall be charged with all taxes
thereon deemed payable by the Company (as and when determined pursuant to
Section A.5). The Investment Advisor shall have the same right with respect to
the investment and reinvestment of net dividends and net interest as he has with
respect to the balance of the Trust Account.

                  A.3 Adjustments. The Trust Account shall be equitably adjusted
to reflect stock dividends, stock splits, recapitalizations, mergers,
consolidations, reorganizations and other changes affecting the securities held
therein.

                  A.4 Obligation of the Company. Without in any way limiting the
obligations of the Company otherwise set forth in the Agreement or this Annex A,
the Company shall have the obligation to establish, maintain and enforce the
Rabbi Trust and to make payments







                                                                             A-3



to the Trustee for credit to the Trust Account in accordance with the provisions
of Section 3.3 of the Agreement, to use due care in selecting the Trustee or any
successor trustee and to in all respects work cooperatively with the Trustee to
fulfill the obligations of the Company and the Trustee to the Executive. The
Trust Account shall be charged with all taxes (including stock transfer taxes),
interest, brokerage fees and investment advisory fees, if any, payable by the
Company and attributable to the purchase or disposition of securities designated
by the Investment Advisor (in all cases net after any tax benefits that the
Company would be deemed to derive from the payment thereof, as and when
determined pursuant to Section A.5) and only in the event of a default by the
Company of its obligation to pay such fees and expenses, the fees and expenses
of the Trustee in accordance with the terms of the Trust Agreement, but no other
costs of the Company. Subject to the terms of the Trust Agreement, the
securities purchased for the Trust Account as designated by the Investment
Advisor shall remain the sole property of the Company, subject to the claims of
its general creditors, as provided in the Trust Agreement. Neither the Executive
nor his legal representative nor any beneficiary designated by the Executive
shall have any right, other than the right of an unsecured general creditor,
against the Company or the Trust in respect of any portion of the Trust Account.


                  A.5 Taxes. The Trust Account shall be charged with all
federal, state and local taxes deemed payable by the Company with respect to
income recognized upon the dividends and interest received by the Trust Account
pursuant to Section A.2 and gains recognized upon sales of any of the securities
which are sold pursuant to Sections A.1, A.6 or A.7. The Trust Account shall be
credited with the amount of the tax benefit received by the Company as a result
of any payment of interest actually made pursuant to Section A.1 or A.2 and as a
result of any payment of brokerage fees and investment advisory fees made
pursuant to Section A.1. If any of the sales of the securities which are sold
pursuant to Sections A.1, A.6 or A.7 results in a loss to the Trust Account,
such net loss shall be deemed to offset the income and gains referred to in the
second preceding sentence (and thus reduce the charge for taxes referred to
therein) to the extent then permitted under the Internal Revenue Code of 1986,
as amended from time to time, and under applicable state and local income and
franchise tax laws (collectively referred to as "Applicable Tax Law"); provided,
however, that for the purposes of this Section A.5 the Trust Account shall,
except as provided in the third following sentence, be deemed to be a separate
corporate taxpayer and the losses referred to above shall be deemed to offset
only the income and gains referred to in the second preceding sentence. Such
losses shall be carried back and carried forward within the Trust Account to the
extent permitted by Applicable Tax Law in order to minimize the taxes deemed
payable on such income and gains within the Trust Account. For the purposes of
this Section A.5, all charges and credits to the Trust Account for taxes shall
be deemed to be made as of the end of the Company's taxable year during which
the transactions, from which the liabilities for such taxes are deemed to have
arisen, are deemed to have occurred. Notwithstanding the foregoing, if and to
the extent that in any year there is a net loss in the Trust Account that







                                                                             A-4


cannot be offset against income and gains in any prior year, then an amount
equal to the tax benefit to the Company of such net loss (after such net loss is
reduced by the amount of any net capital loss of the Trust Account for such
year) shall be credited to the Trust Account on the last day of such year. If
and to the extent that any such net loss of the Trust Account shall be utilized
to determine a credit to the Trust Account pursuant to the preceding sentence,
it shall not thereafter be carried forward under this Section A.5. For purposes
of determining taxes payable by the Company under any provision of this Annex A
it shall be assumed that the Company is a taxpayer and pays all taxes at the
maximum marginal rate of federal income taxes and state and local income and
franchise taxes (net of assumed federal income tax benefits) applicable to
business corporations and that all of such dividends, interest, gains and losses
are allocable to its corporate headquarters, which are currently located in New
York City.

                  A.6 One-Time Transfer to Deferred Plan. So long as the
Executive is an employee of the Company, the Executive shall have the right to
elect at any time, but only once during the Executive's lifetime, by written
notice to the Company to transfer to the Deferred Plan all or a portion of the
Net Transferable Balance (determined as provided in the next sentence) of the
Trust Account. If the Executive shall make such an election, the Net
Transferable Balance shall be determined as of the end of the calendar quarter
following the date of such election (unless such election is made during the ten
calendar days following the end of a calendar quarter, in which case such
determination shall be made as of the end of such preceding calendar quarter) by
adjusting all of the securities held in the Trust Account to their fair market
value (net of the tax adjustment that would be made thereon if sold, as
estimated by the Company or the Trustee) and by deducting from such value the
amount of all outstanding indebtedness and any other amounts payable by the
Trust Account. Transfers to the Deferred Plan shall be made in cash as promptly
as reasonably practicable after the end of such calendar quarter and the
Investment Advisor (or the Company or the Trustee if the Investment Advisor
shall fail to act in a timely manner) shall cause securities held in the Trust
Account to be sold to provide cash equal to the portion of the Net Transferable
Balance of the Trust Account selected to be transferred by the Executive. If the
Executive elects to transfer more than 75% of the Net Transferable Balance of
the Trust Account to the Deferred Plan, the Company or the Trustee shall be
permitted to take such action as they may deem reasonably appropriate, including
but not limited to, retaining a portion of such Net Transferable Balance in the
Trust Account, to ensure that the Trust Account will have sufficient assets to
pay the Company the amount of taxes payable on such sales of securities at the
end of the year in which such sales are made.


                  A.7 Payments. Payments of deferred compensation shall be made
as provided in this Section A.7. Unless the Executive makes the election
referred to in the next succeeding sentence, deferred compensation shall be paid
bi-weekly for a period of ten years







                                                                             A-5


(the "Pay-Out Period") commencing on the first Company payroll date in the month
following the later of (i) the Term Date and (ii) the date the Executive ceases
to be an employee of the Company and leaves the payroll of the Company for any
reason, provided, however, that if the Executive was named in the compensation
table in the Company's then most recent proxy statement, such payments shall
commence on the first Company payroll date in January of the year following the
year in which the latest of such events occurs. The Executive may elect a
shorter Pay-Out Period by delivering written notice to the Company or the
Trustee at least one-year prior to the commencement of the Pay-Out Period, which
notice shall specify the shorter Pay-Out Period. On each payment date, the Trust
Account shall be charged with the dollar amount of such payment. On each payment
date, the amount of cash held in the Trust Account shall be not less than the
payment then due and the Company or the Trustee may select the securities to be
sold to provide such cash if the Investment Advisor shall fail to do so on a
timely basis. The amount of any taxes payable with respect to any such sales
shall be computed, as provided in Section A.5 above, and deducted from the Trust
Account, as of the end of the taxable year of the Company during which such
sales are deemed to have occurred. Solely for the purpose of determining the
amount of payments during the Pay-Out Period, the Trust Account shall be valued
on the fifth trading day prior to the end of the month preceding the first
payment of each year of the Pay-Out Period, or more frequently at the Company's
or the Trustee's election (the "Valuation Date"), by adjusting all of the
securities held in the Trust Account to their fair market value (net of the tax
adjustment that would be made thereon if sold, as estimated by the Company or
the Trustee) and by deducting from the Trust Account the amount of all
outstanding indebtedness. The extent, if any, by which the Trust Account, valued
as provided in the immediately preceding sentence, plus any amounts that have
been transferred to the Deferred Plan pursuant to section A.6 hereof and not
theretofore distributed or deemed distributed therefrom, exceeds the aggregate
amount of credits to the Trust Account pursuant to Sections 3.3, 3.4 and 3.5 of
the Agreement as of each Valuation Date and not theretofore distributed or
deemed distributed pursuant to this Section A.7 is herein called "Account
Retained Income". The amount of each payment for the year, or such shorter
period as may be determined by the Company or the Trustee, of the Pay-Out Period
immediately succeeding such Valuation Date, including the payment then due,
shall be determined by dividing the aggregate value of the Trust Account, as
valued and adjusted pursuant to the second preceding sentence, by the number of
payments remaining to be paid in the Pay-Out Period, including the payment then
due; provided that each payment made shall be deemed made first out of Account
Retained Income (to the extent remaining after all prior distributions thereof
since the last Valuation Date). The balance of the Trust Account, after all the
securities held therein have been sold and all indebtedness liquidated, shall be
paid to the Executive in the final payment, which shall be decreased by
deducting therefrom the amount of all taxes attributable to the sale of any
securities held in the Trust Account since the end of the preceding taxable year
of the Company, which taxes shall be computed as of the date of such payment.






                                                                             A-6


                  If this Agreement is terminated by the Company pursuant to
Section 4.1 or if the Executive terminates this Agreement in breach of this
Agreement, the Trust Account shall be valued as of the later of (i) the Term
Date or (ii) twelve months after termination of the Executive's employment with
the Company, and the balance of the Trust Account, after the securities held
therein have been sold and all related indebtedness liquidated, shall be paid to
the Executive as soon as practicable and in any event within 75 days following
the later of such dates in a final lump sum payment, which shall be decreased by
deducting therefrom the amount of all taxes attributable to the sale of any
securities held in the Trust Account since the end of the preceding taxable year
of the Company, which taxes shall be computed as of the date of such payment.
Payments made pursuant to this paragraph shall be deemed made first out of
Account Retained Income.

                  If the Executive becomes disabled within the meaning of
Section 5 of the Agreement and is not thereafter returned to full-time
employment with the Company as provided in said Section 5, then deferred
compensation shall be paid bi-weekly during the Pay-Out Period commencing on the
first Company payroll date in the month following the end of the Disability
Period in accordance with the provisions of the first paragraph of this Section
A.7.

                  If the Executive shall die at any time whether during or after
the term of employment, the Trust Account shall be valued as of the date of the
Executive's death and the balance of the Trust Account shall be paid to the
Executive's estate or beneficiary within 75 days of such death in accordance
with the provisions of the second preceding paragraph.

                  Notwithstanding the foregoing provisions of this Section A.7,
if the Rabbi Trust shall terminate in accordance with the provisions of the
Trust Agreement, the Trust Account shall be valued as of the date of such
termination and the balance of the Trust Account shall be paid to the Executive
within 15 days of such termination in accordance with the provisions of the
third preceding paragraph.

                  If a transfer to the Deferred Plan has been made pursuant to
Section A.6 hereof, payments made to the Executive from the Deferred Plan (a)
shall be deemed made first from the amounts transferred to the Deferred Plan
pursuant to Section A.6 and (b) shall be deemed made first out of Account
Retained Income.

                  Within 90 days after the end of each taxable year of the
Company in which payments are made, directly or indirectly, to the Executive
from the Trust Account or from the Deferred Plan with respect to amounts
transferred to the Deferred Plan from the Trust







                                                                             A-7


Account pursuant to Section A.6 and at the time of the final payment from the
Trust Account, the Company or the Trustee shall compute and the Company shall
pay to the Trustee for credit to the Trust Account, the amount of the tax
benefit assumed to be received by the Company from the payment to the Executive
of amounts of Account Retained Income during such taxable year or since the end
of the last taxable year, as the case may be. No additional credits shall be
made to the Trust Account pursuant to the preceding sentence in respect of the
amounts credited to the Trust Account pursuant to the preceding sentence.
Notwithstanding any provision of this Section A.7, the Executive shall not be
entitled to receive pursuant to this Annex A (including any amounts that have
been transferred to the Deferred Plan pursuant to Section A.6 hereof) an
aggregate amount that shall exceed the sum of (i) all credits made to the Trust
Account pursuant to Sections 3.3, 3.4 and 3.5 of the Agreement, (ii) the net
cumulative amount (positive or negative) of all income, gains, losses, interest
and expenses charged or credited to the Trust Account pursuant to this Annex A
(excluding credits made pursuant to the second preceding sentence), after all
credits and charges to the Trust Account with respect to the tax benefits or
burdens thereof, and (iii) an amount equal to the tax benefit to the Company
from the payment of the amount (if positive) determined under clause (ii) above;
and the final payment(s) otherwise due may be adjusted or eliminated
accordingly. In determining the tax benefit to the Company under clause (iii)
above, the Company shall be deemed to have made the payments under clause (ii)
above with respect to the same taxable years and in the same proportions as
payments of Account Retained Income were actually made from the Trust Account.
Except as otherwise provided in this paragraph, the computation of all taxes and
tax benefits referred to in this Section A.7 shall be determined in accordance
with Section A.5 above.








                                                                         ANNEX B

                                     RELEASE

                  Pursuant to the terms of the Employment Agreement made as of
_____________, between TIME WARNER INC., a Delaware corporation (the "Company"),
75 Rockefeller Plaza, New York, New York 10019 and the undersigned (the
"Agreement"), and in consideration of the payments made to me and other benefits
to be received by me pursuant thereto, I, [Name], being of lawful age, do hereby
release and forever discharge the Company and its officers, shareholders,
subsidiaries, agents, and employees, from any and all actions, causes of action,
claims, or demands for general, special or punitive damages, attorney's fees,
expenses, or other compensation, which in any way relate to or arise out of my
employment with the Company or any of its subsidiaries or the termination of
such employment, which I may now or hereafter have under any federal, state or
local law, regulation or order, including without limitation, under the Age
Discrimination in Employment Act, as amended, through and including the date of
this Release; provided, however, that the execution of this Release shall not
prevent the undersigned from bringing a lawsuit against the Company to enforce
its obligations under the Agreement.

                  I acknowledge that I have been given at least 21 days from the
day I received a copy of this Release to sign it and that I have been advised to
consult an attorney. I understand that I have the right to revoke my consent to
this Release for seven days following my signing. This Release shall not become
effective or enforceable until the expiration of the seven-day period following
the date it is signed by me.

                  I further state that I have read this document and the
Agreement referred to herein, that I know the contents of both and that I have
executed the same as my own free act.

                  WITNESS my hand this ____ day of ___________ , ____.



                                            ---------------------------
                                                     [Name]