SEC Filings

S-4
TIME WARNER INC. filed this Form S-4 on 02/11/2000
Entire Document
 
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                                AOL TIME WARNER
 
            Selected Unaudited Pro Forma Consolidated Financial Data
 
   The selected unaudited pro forma consolidated financial data of AOL Time
Warner have been derived from the unaudited pro forma consolidated condensed
financial statements included elsewhere in this joint proxy statement-
prospectus. Because America Online and Time Warner have different fiscal years,
and the combined company will adopt the calendar year-end of Time Warner, pro
forma operating results are presented on two different bases: (1) a June 30
fiscal-year basis, which is consistent with America Online's historical fiscal
year-end and (2) a December 31 calendar-year basis, which is consistent with
both Time Warner's historical fiscal year-end and that of AOL Time Warner going
forward. Management believes that it is meaningful to present pro forma
financial information based on the calendar year-end of the combined company to
facilitate an analysis of the pro forma effects of the merger.
 

<TABLE>
<CAPTION>
                               Three Months    Year     Nine Months      Year
                                   Ended      Ended        Ended        Ended
                               September 30, June 30,  September 30, December 31,
                                   1999        1999        1999          1998
                               ------------- --------  ------------- ------------
                                    (in millions, except per share amounts)
<S>                            <C>           <C>       <C>           <C>
Statement of Operations Data:
 Revenues....................    $  8,190    $31,259      $23,442      $30,091
  Amortization of goodwill
   and other intangible
   assets....................      (2,115)    (8,457)      (6,326)      (8,480)
  Business segment operating
   loss......................        (203)    (2,142)        (812)      (3,799)
  Interest and other, net....        (453)    (1,479)        (733)      (2,081)
  Loss before extraordinary
   item......................        (831)    (3,959)      (2,320)      (5,294)
  Loss before extraordinary
   item per basic
   and diluted share.........    $  (0.20)   $ (1.11)     $ (0.58)     $ (1.56)
  Average common shares......       4,154      3,928        4,057        3,744
  EBITDA(1)(2) ..............    $  2,293    $ 7,778      $ 6,606      $ 6,180
 
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(1)  EBITDA consists of business segment operating income (loss) before
     depreciation and amortization. AOL Time Warner considers EBITDA to be 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. EBITDA, however, should not be considered
     an alternative to operating or net income as an indicator of the
     performance of AOL Time Warner, or as an alternative to cash flows from
     operating activities as a measure of liquidity, in each case determined in
     accordance with generally accepted accounting principles. In addition,
     this definition of EBITDA may not be comparable to similarly titled
     measures reported by other companies.
 
(2)  EBITDA includes a number of significant and nonrecurring items. The
     aggregate effect of those items for each period, as well as the adjusted
     EBITDA excluding such amounts, is as follows:
 
 Increase (decrease) in
  EBITDA.....................    $    477    $   890      $ 1,345      $   (39)
                                 ========    =======      =======      =======
 Adjusted EBITDA.............    $  1,816    $ 6,888      $ 5,261      $ 6,219
                                 ========    =======      =======      =======
 
 
 
   See "Selected Historical Financial Data" elsewhere herein for further
reference.
 
 
 
<CAPTION>
                               September 30,
                                   1999
                               -------------
                               (in millions)
<S>                            <C>           <C>       <C>           <C>
Balance Sheet Data:
  Cash and equivalents.......    $  1,975
  Total assets...............     230,399
  Long-term debt and other
   obligations(3)............      19,963
  Shareholders' equity.......     152,824
</TABLE>

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(3)  Includes $1.230 billion of borrowings against future stock option proceeds
     and $575 million of mandatorily redeemable preferred securities of
     subsidiaries.
 
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