<PAGE>
<PAGE>
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 21, 1997
------------------------
TIME WARNER INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 1-12259 13-3527249
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
</TABLE>
<TABLE>
<S> <C>
75 ROCKEFELLER PLAZA, NEW YORK, NY 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(212) 484-8000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
________________________________________________________________________________
<PAGE>
<PAGE>
ITEM 5. OTHER EVENTS.
On October 10, 1996, Time Warner Inc. ('Time Warner'), acquired the
remaining 80% interest in Turner Broadcasting System, Inc. ('TBS') that it did
not already own, as more fully described herein. As a result of this
transaction, a new parent company with the name 'Time Warner Inc.' replaced the
old parent company of the same name ('Old Time Warner', now known as Time Warner
Companies, Inc.), and Old Time Warner and TBS became separate, wholly owned
subsidiaries of the new parent company ('New Time Warner'). References herein to
'Time Warner' refer to Old Time Warner prior to October 10, 1996 and New Time
Warner thereafter. During 1996, Time Warner completed the transactions described
below:
(i) on October 10, 1996, New Time Warner acquired the remaining 80%
interest in TBS that was not already owned by Old Time Warner (the 'TBS
Transaction'). As part of the transaction, each of Old Time Warner and TBS
became separate, wholly owned subsidiaries of New Time Warner, which
combines, for financial reporting purposes, the consolidated net assets and
operating results of Old Time Warner and TBS. Each issued and outstanding
share of each class of capital stock of Old Time Warner was converted into
one share of a substantially identical class of capital stock of New Time
Warner.
In connection with the TBS Transaction, New Time Warner issued (i)
approximately 173.4 million shares of common stock (including 50.6 million
shares of a special class of non-redeemable common stock having 1/100th of
a vote per share on certain limited matters ('LMCN-V Class Common Stock')
to affiliates of Liberty Media Corporation ('LMC'), a subsidiary of
Tele-Communications, Inc.), in exchange for shares of TBS capital stock and
(ii) approximately 14 million stock options to replace all outstanding TBS
stock options. In addition, New Time Warner agreed to issue to LMC and its
affiliates at a later date an additional five million shares of LMCN-V
Class Common Stock and $67 million of consideration payable, at the
election of New Time Warner, in cash or additional shares of LMCN-V Class
Common Stock. This additional consideration will be issued pursuant to a
separate option and non-competition agreement (the 'SSSI Agreement') that
will provide, if New Time Warner exercises its option, for Southern
Satellite Systems, Inc., a subsidiary of LMC, to provide certain satellite
uplink and distribution services for WTBS, a broadcast television station
owned by TBS, if it is converted to a copyright-paid, cable television
programming service. New Time Warner also assumed approximately $2.8
billion of indebtedness;
(ii) on April 11, 1996, Time Warner issued 1.6 million shares of
10 1/4% exchangeable preferred stock for approximately $1.55 billion of net
proceeds. Such proceeds were used by Time Warner to redeem all $250 million
principal amount of its outstanding 8.75% Debentures due 2017 (the '8.75%
Debentures') for approximately $265 million (including redemption premiums
and accrued interest thereon) and to reduce indebtedness of TWI Cable Inc.
('TWI Cable'), a wholly owned subsidiary of Time Warner, under its
five-year revolving credit facility (the '1995 Credit Agreement') by
approximately $1.3 billion. This issuance and the use of the proceeds
therefrom to reduce outstanding indebtedness of Time Warner are referred to
herein as the 'Preferred Stock Refinancing'. As part of the TBS
Transaction, these privately-placed preferred shares were converted into
registered shares of Series M exchangeable preferred stock with
substantially identical terms ('Series M Preferred Stock'); and
(iii) on February 1, 1996, Time Warner redeemed all $1.2 billion
principal amount of 8.75% Convertible Subordinated Debentures due 2015 (the
'8.75% Convertible Debentures') for $1.28 billion, including redemption
premiums and accrued interest thereon (the 'February 1996 Redemption'). The
February 1996 Redemption was financed with (1) $557 million of net proceeds
raised in December 1995 from the issuance of Time Warner-obligated
mandatorily redeemable preferred securities of a subsidiary ('Preferred
Trust Securities') and (2) proceeds raised from the $750 million issuance
in January 1996 of (i) $400 million principal amount of 6.85% debentures
due 2026, which are redeemable at the option of the holders thereof in
2003, (ii) $200 million principal amount of 8.3% discount debentures due
2036, which do not pay cash interest until 2016, (iii) $166 million
principal amount of 7.48% debentures due 2008 and (iv) $150 million
principal amount of 8.05% debentures due 2016 (collectively referred to
herein as the 'January 1996 Debentures'). The issuance of the Preferred
Trust Securities and the January 1996 Debentures, together with the
February 1996 Redemption, are collectively referred to herein as the
'Convertible Debt Refinancing'.
The Preferred Stock Refinancing and the Convertible Debt Refinancing are
referred to herein as the 'Debt Refinancings' and the TBS Transaction and the
Debt Refinancings are referred to herein as the 'Transactions'.
1
<PAGE>
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The following pro forma consolidated condensed statement of operations of
Time Warner for the year ended December 31, 1996 gives effect to the
Transactions as if they occurred at the beginning of such period. The
Transactions are already reflected in Time Warner's historical balance sheet at
December 31, 1996 and, accordingly, no pro forma consolidated condensed balance
sheet has been included herein.
The pro forma consolidated condensed statement of operations should be read
in conjunction with the historical financial statements of Time Warner,
including the notes thereto, which are contained in the Time Warner Annual
Report on Form 10-K for the year ended December 31, 1996, as well as the
historical financial statements of TBS for the nine months ended September 30,
1996, which are incorporated herein by reference from TBS's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1996.
The pro forma consolidated condensed statement of operations is presented
for informational purposes only and is not necessarily indicative of the
operating results that would have occurred if the Transactions had been
consummated as of the date indicated, nor is it necessarily indicative of future
operating results.
TBS TRANSACTION
Pro forma adjustments for the TBS Transaction reflect (1) the issuance of
approximately 173.4 million shares of common stock, including 50.6 million
shares of LMCN-V Class Common Stock which were received by affiliates of LMC, in
exchange for shares of TBS capital stock, (2) the issuance of an additional five
million shares of LMCN-V Class Common Stock to be received by LMC and its
affiliates and the payment of $67 million in cash in connection with the SSSI
Agreement, (3) the issuance of approximately 14 million stock options to replace
all outstanding TBS options, (4) the assumption of approximately $2.8 billion of
indebtedness and (5) the payment of approximately $95 million for transaction
costs and other related liabilities of Time Warner and TBS.
The pro forma consolidated condensed statement of operations reflects an
assumption that Time Warner will elect to satisfy a portion of the consideration
to be paid to LMC and its affiliates in connection with the SSSI Agreement in
cash, rather than in additional shares of LMCN-V Class Common Stock. Should Time
Warner elect otherwise, the effect on Time Warner's pro forma operating results
would not be material.
The TBS Transaction has been accounted for by the purchase method of
accounting for business combinations and, accordingly, the cost to acquire TBS
of approximately $6.2 billion has been preliminarily allocated to the net assets
acquired in proportion to estimates of their respective fair values. The
valuations and other studies which will provide the basis for such an allocation
have not been completed.
Time Warner expects to realize certain revenue enhancements and cost
reductions as a result of strategic and cost-saving initiatives relating to the
integration of the operations of TBS into Time Warner's operating structure;
however, such incremental revenues and cost savings have not been reflected in
the pro forma consolidated condensed statement of operations of Time Warner.
DEBT REFINANCINGS
Pro forma adjustments for the Debt Refinancings in the year ended December
31, 1996 reflect proceeds of (1) $1.55 billion received from the issuance of
preferred stock as part of the Preferred Stock Refinancing and (2) approximately
$750 million received from the issuance of the January 1996 Debentures, which
have a weighted average interest rate of 7.3%, and the use of (1) $721 million
of such proceeds, together with $557 million of net proceeds received from the
issuance of the Preferred Trust Securities (8 7/8% yield) in December 1995, to
finance the Convertible Debt Refinancing ($1.226 billion principal amount, plus
redemption premiums and accrued interest thereon of $52 million), (2) $265
million to redeem all of Time Warner's outstanding 8.75% Debentures ($250
million principal amount, plus redemption premiums and accrued interest thereon
of $15 million) and (3) approximately $1.285 billion to reduce outstanding
indebtedness of TWI Cable under the 1995 Credit Agreement.
2
<PAGE>
<PAGE>
TIME WARNER INC.
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
TBS TRANSACTION
------------------------------
TIME WARNER TBS PRO FORMA DEBT TIME WARNER
HISTORICAL HISTORICAL(a) ADJUSTMENTS(b) REFINANCINGS(c) PRO FORMA
----------- ------------- -------------- --------------- -----------
(MILLIONS, EXCEPT PER SHARE AMOUNTS; UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues.................................... $10,064 $ 2,735 $ -- $ -- $12,799
----------- ------------- ------ ------ -----------
Cost of revenues*........................... 5,922 1,887 150 -- 7,959
Selling, general and administrative*........ 3,176 725 -- -- 3,901
----------- ------------- ------ ------ -----------
Operating expenses.......................... 9,098 2,612 150 -- 11,860
----------- ------------- ------ ------ -----------
Business segment operating income (loss).... 966 123 (150) -- 939
Equity in pretax income of Entertainment
Group..................................... 290 -- -- -- 290
Interest and other, net..................... (1,174) (143) 8 38 (1,271)
Corporate expenses.......................... (78) (22) -- -- (100)
----------- ------------- ------ ------ -----------
Income (loss) before income taxes........... 4 (42) (142) 38 (142)
Income tax (provision) benefit.............. (160) 22 12 (16) (142)
----------- ------------- ------ ------ -----------
Income (loss) before extraordinary item..... (156) (20) (130) 22 (284)
Preferred dividend requirements............. (257) -- -- (51) (308)
----------- ------------- ------ ------ -----------
Loss before extraordinary item applicable to
common shares............................. $ (413) $ (20) $ (130) $ (29) $ (592)
----------- ------------- ------ ------ -----------
----------- ------------- ------ ------ -----------
Loss before extraordinary item per common
share..................................... $ (0.95) $ (1.05)
----------- -----------
----------- -----------
Average common shares....................... 431.2 566.3
----------- -----------
----------- -----------
- ------------
* Includes depreciation and amortization
expense of:............................... $ 988 $ 141 $ 116 $ -- $ 1,245
----------- ------------- ------ ------ -----------
----------- ------------- ------ ------ -----------
</TABLE>
See accompanying notes.
3
<PAGE>
<PAGE>
TIME WARNER INC.
NOTES TO PRO FORMA CONSOLIDATED CONDENSED
STATEMENT OF OPERATIONS
(a) Reflects the historical operating results of TBS for the nine-month,
pre-acquisition period ended September 30, 1996, including certain
reclassifications to conform to Time Warner's financial statement presentation.
(b) Pro forma adjustments to record the TBS Transaction for the nine-month,
pre-acquisition period ended September 30, 1996 reflect (1) the exclusion of $9
million of merger costs directly related to the TBS Transaction expensed by TBS
in such period, (2) an increase of $150 million in cost of revenues consisting
of (i) a $7 million reduction of TBS's historical amortization of pre-existing
goodwill, (ii) a $152 million increase in amortization with respect to the
excess cost to acquire TBS that has been allocated to goodwill and other
intangible assets and amortized on a straight-line basis over periods not
exceeding 40 years, (iii) a $29 million decrease in the amortization of film
libraries resulting from a change in their estimated useful lives and (iv) a $34
million increase in the amortization of capitalized film exploitation costs to
conform TBS's accounting policy to Time Warner's accounting policy, (3) an
increase of $8 million in interest expense on the $162 million of additional
indebtedness for the payment of (i) $67 million related to the SSSI Agreement
and (ii) $95 million of transaction costs and other related liabilities of Time
Warner and TBS, (4) a decrease of $7 million in interest and other, net due to
the elimination of Old Time Warner's historical equity accounting for its
investment in TBS and (5) a decrease of $12 million in income tax expense as a
result of income taxes provided at a 41% tax rate.
(c) Pro forma adjustments to record the Debt Refinancings for the year
ended December 31, 1996 reflect an increase in noncash preferred dividend
requirements of $51 million relating to the payment of Series M Preferred Stock
dividends, at a rate of 10 1/4% per annum, payable quarterly. For purposes of
Time Warner's pro forma consolidated condensed statement of operations, such
dividend requirements have been assumed to have been satisfied in-kind, through
the issuance of additional shares of Series M Preferred Stock with an aggregate
liquidation preference equal to the amount of such dividends.
Pro forma adjustments to record the Debt Refinancings for the year ended
December 31, 1996 also reflect interest savings of $38 million resulting from
(1) the issuance of the January 1996 Debentures for approximately $750 million
of proceeds and the use of $721 million of such proceeds, together with $557
million of available cash and equivalents related to the issuance of the
Preferred Trust Securities, to redeem $1.226 billion principal amount of 8.75%
Convertible Debentures for an aggregate redemption price of $1.278 billion,
including redemption premiums and accrued interest thereon of $52 million and
(2) the issuance of 1.6 million shares of Series M Preferred Stock for
approximately $1.55 billion of net proceeds and the use of (i) $265 million of
such proceeds to redeem all $250 million principal amount of Time Warner's
outstanding 8.75% Debentures (plus redemption premiums and accrued interest
thereon of $15 million) and (ii) the remaining $1.285 billion of such proceeds
to reduce outstanding indebtedness of TWI Cable under the 1995 Credit Agreement.
All pro forma adjustments to record the Debt Refinancings for the year
ended December 31, 1996 reflect the incremental increase (decrease) in Time
Warner's interest expense from each refinancing that had closed during the
period, as set forth below.
<TABLE>
<CAPTION>
(IN MILLIONS)
-------------
<S> <C>
Issuance by Time Warner of $750 million of January 1996 Debentures in connection
with the Convertible Debt Refinancing, at a weighted average interest rate of
7.3%........................................................................... $ 2
Redemption of $1.226 billion principal amount of 8.75% Convertible Debentures.... (9)
Redemption of $250 million principal amount of 8.75% Debentures.................. (8)
Repayment of $1.285 billion of TWI Cable indebtedness under the 1995 Credit
Agreement...................................................................... (23)
-----
Net decrease in interest expense................................................. $ (38)
-----
-----
</TABLE>
Income taxes of $16 million have been provided at a 41% tax rate on the
aggregate net reduction in interest expense.
4
<PAGE>
<PAGE>
(B) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED:
(i) Turner Broadcasting System, Inc. (the documents listed in this
paragraph (i) being referred to as the 'Financial Statements of Turner
Broadcasting System, Inc.'):
(A) Unaudited Consolidated Condensed Financial Statements as of
September 30, 1996 and for each of the nine months ended September 30, 1996
and 1995; and
(B) Consolidated Financial Statements as of December 31, 1995 and 1994
and for each of the years ended December 31, 1995, 1994 and 1993, including
the report thereon of Price Waterhouse LLP.
(ii) Cablevision Industries Corporation and subsidiaries (the documents
listed in this paragraph (ii) being referred to as the 'Financial Statements of
Cablevision Industries Corporation'):
(A) Consolidated Financial Statements as of and for the year ended
December 31, 1995, including the report thereon of Ernst & Young LLP; and
(B) Consolidated Financial Statements as of December 31, 1994 and for
each of the years ended December 31, 1994 and 1993, including the report
thereon of Arthur Andersen LLP.
(C) PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS:
(i) Time Warner Inc.:
(A) Pro Forma Consolidated Condensed Statement of Operations for the
year ended December 31, 1996; and
(B) Notes to Pro Forma Consolidated Condensed Statement of Operations.
(D) EXHIBITS:
(i) Exhibit 23(a): Consent of Price Waterhouse LLP.
(ii) Exhibit 23(b): Consent of Ernst & Young LLP.
(iii) Exhibit 23(c): Consent of Arthur Andersen LLP.
(iv) Exhibit 99(a): Financial Statements of Turner Broadcasting System,
Inc. (incorporated by reference from pages 31 to 53 of the Annual Report to
Shareholders incorporated by reference into the Annual Report on Form 10-K for
the year ended December 31, 1995 of Turner Broadcasting System, Inc. and from
pages 2 to 9 of the Quarterly Report on Form 10-Q for the nine months ended
September 30, 1996 of Turner Broadcasting System, Inc.).
(v) Exhibit 99(b): Financial Statements of Cablevision Industries
Corporation (incorporated by reference from pages 23 to 39 of the Annual Report
on Form 10-K for the year ended December 31, 1995 of Cablevision Industries
Corporation).
5
<PAGE>
<PAGE>
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, in the City of New York, State of New
York, on March 21, 1997.
TIME WARNER INC.
By: /s/ RICHARD J. BRESSLER
...................................
NAME: RICHARD J. BRESSLER
TITLE: SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBITS NUMBER
- ------ ---------------------------------------------------------------------------------------------- ----------
<C> <S> <C>
23(a) Consent of Price Waterhouse LLP, Independent Accountants.
23(b) Consent of Ernst & Young LLP, Independent Accountants.
23(c) Consent of Arthur Andersen LLP, Independent Public Accountants.
99(a) Financial Statements of Turner Broadcasting System, Inc. (incorporated by reference from pages *
31 to 53 of the Annual Report to Shareholders incorporated by reference into the Annual Report
on Form 10-K for the year ended December 31, 1995 of Turner Broadcasting System, Inc. and from
pages 2 to 9 of the Quarterly Report on Form 10-Q for the nine months ended September 30, 1996
of Turner Broadcasting System, Inc.)
99(b) Financial Statements of Cablevision Industries Corporation (incorporated by reference from *
pages 23 to 39 of the Annual Report on Form 10-K for the year ended December 31, 1995 of
Cablevision Industries Corporation).
</TABLE>
- ------------
* Incorporated by reference.
<PAGE>
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated
February 5, 1996, which appears on page 53 of Turner Broadcasting System, Inc.'s
1995 Annual Report to Shareholders, which is incorporated by reference in Turner
Broadcasting System, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995 and which report has been incorporated by reference in the
Current Report on Form 8-K of Time Warner Inc. dated March 21, 1997, in each of
the following:
<TABLE>
<C> <S>
1. Registration Statement on Form S-4 (Registration No. 333-11471) of Time Warner Inc.
2. Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (Registration No. 333-11471) filed
on Form S-8 of Time Warner Inc.
3. Post-Effective Amendment No. 2 to Registration Statement on Form S-4 (Registration No. 333-11471) filed
on Form S-8 of Time Warner Inc.
4. Post-Effective Amendment No. 3 to Registration Statement on Form S-4 (Registration No. 333-11471) filed
on Form S-8 of Time Warner Inc.
5. Post-Effective Amendment No. 4 to Registration Statement on Form S-4 (Registration No. 333-11471) filed
on Form S-8 of Time Warner Inc.
6. Post-Effective Amendment No. 5 to Registration Statement on Form S-4 (Registration No. 333-11471) filed
on Form S-8 of Time Warner Inc.
7. Registration Statement on Form S-8 (Registration No. 333-14053) and Post-Effective Amendment No. 1 of
Time Warner Inc.
8. Registration Statement on Form S-3 (Registration No. 333-14611) of Time Warner Inc.
9. Registration Statements on Form S-3 (Registration No. 333-17171) of Time Warner Inc. (and Registration
No. 333-17171-01 of Time Warner Companies, Inc. as to which the prospectus also relates to
Post-Effective Amendment to Registration No. 33-50237 of Time Warner Companies, Inc.)
10. Registration Statement on Form S-8 (Registration No. 33-61497) of Time Warner Companies, Inc.
</TABLE>
PRICE WATERHOUSE LLP
Atlanta, Georgia
March 21, 1997
<PAGE>
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference of our report dated March 8,
1996, with respect to the consolidated financial statements and schedule of
Cablevision Industries Corporation and Subsidiaries ('Cablevision') included in
Cablevision's Annual Report on Form 10-K for the year ended December 31, 1995,
incorporated by reference in the Current Report on Form 8-K of Time Warner Inc.
dated March 21, 1997, in each of the following:
<TABLE>
<C> <S>
1. Registration Statement No. 333-11471 on Form S-4;
2. Post-Effective Amendment No. 1 to Registration Statement No. 333-11471 on Form S-4 filed on Form S-8;
3. Post-Effective Amendment No. 2 to Registration Statement No. 333-11471 on Form S-4 filed on Form S-8;
4. Post-Effective Amendment No. 3 to Registration Statement No. 333-11471 on Form S-4 filed on Form S-8;
5. Post-Effective Amendment No. 4 to Registration Statement No. 333-11471 on Form S-4 filed on Form S-8;
6. Post-Effective Amendment No. 5 to Registration Statement No. 333-11471 on Form S-4 filed on Form S-8;
7. Post-Effective Amendment No. 1 to Registration Statement No. 333-14053 on Form S-8;
8. Registration Statement No. 333-14611 on Form S-3;
9. Registration Statement No. 333-17171 on Form S-3 (and Registration Statement No. 333-17171-01 of Time
Warner Companies, Inc. as to which the prospectus also relates to post-effective amendment to
Registration Statement No. 33-50237 of Time Warner Companies, Inc.);
10. Registration Statement No. 33-61497 on Form S-8 of Time Warner Companies, Inc.
</TABLE>
ERNST & YOUNG LLP
New York, New York
March 21, 1997
<PAGE>
<PAGE>
EXHIBIT 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our reports dated March 1, 1995, with respect to Cablevision
Industries Corporation's Form 10-K for the year ended December 31, 1994, and to
all references to our Firm included in each of the following:
<TABLE>
<C> <S>
1. Registration Statements No. 333-11471 on Form S-4 for Time Warner Inc.
2. Post Effective Amendment No. 1 to Registration Statement on Form S-4 (Registration No. 333-11471) filed
on Form S-8 of Time Warner Inc.
3. Post Effective Amendment No. 2 to Registration Statement on Form S-4 (Registration No. 333-11471) filed
on Form S-8 of Time Warner Inc.
4. Post Effective Amendment No. 3 to Registration Statement on Form S-4 (Registration No. 333-11471) filed
on Form S-8 of Time Warner Inc.
5. Post Effective Amendment No. 4 to Registration Statement on Form S-4 (Registration No. 333-11471) filed
on Form S-8 of Time Warner Inc.
6. Post Effective Amendment No. 5 to Registration Statement on Form S-4 (Registration No. 333-11471) filed
on Form S-8 of Time Warner Inc.
7. Registration Statement on Form S-8 and Post Effective Amendment No. 1 of Time Warner Inc. (Registration
No. 333-14053)
8. Registration Statement on Form S-3 (Registration No. 333-14611) of Time Warner Inc.
9. Registration Statements on Form S-3 (Registration No. 333-17171) of Time Warner Inc. and (Registration
No. 333-17171-01) of Time Warner Companies, Inc. as to which the prospectus also relates to
Post-Effective Amendment (Registration No. 33-50237) of Time Warner Companies, Inc.
10. Registration Statement on Form S-8 (Registration No. 33-61497) of Time Warner Companies, Inc.
</TABLE>
ARTHUR ANDERSEN LLP
Stamford, Connecticut
March 21, 1997
