<PAGE>



                       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 June 30, 2001, or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT of 1934 for the transition period from          to         .
                                                         --------    --------
Commission file number 001-12878


                     TIME WARNER ENTERTAINMENT COMPANY, L.P.
             (Exact name of registrant as specified in its charter)

<TABLE>

<S>                                                                <C>                           <C>
                   Delaware                                        13-3666692
      (State or other jurisdiction of                            (I.R.S. Employer
       incorporation or organization)                          Identification Number)


American Television and Communications Corporation          Delaware                             13-2922502
Warner Communications Inc.                                  Delaware                             13-2696809
(Exact name of registrant as specified in its charter)      (State or other jurisdiction of      (I.R.S. Employer
                                                            incorporation or organization)       Identification Number)
</TABLE>

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

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


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




<PAGE>



                     TIME WARNER ENTERTAINMENT COMPANY L.P.
                            AND TWE GENERAL PARTNERS



                               INDEX TO FORM 10-Q


<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                    -----------------
                                                                                                               TWE
                                                                                                             General
                                                                                                    TWE      Partners
                                                                                                    ---      --------
<S>                                                                                                 <C>       <C>
PART I. FINANCIAL INFORMATION
Management's discussion and analysis of results of operations and financial condition.............   1         24
Consolidated balance sheets at June 30, 2001 and December 31, 2000................................  10         29
Consolidated statements of operations for the three and six months ended June 30, 2001
   and 2000.......................................................................................  11         30
Consolidated statements of cash flows for the six months ended June 30, 2001
   and 2000.......................................................................................  12         32
Consolidated statements of partnership capital and shareholders' equity for the
   six months ended June 30, 2001 and 2000........................................................  13         33
Notes to consolidated financial statements........................................................  14         34


PART II. OTHER INFORMATION........................................................................  43
</TABLE>




<PAGE>



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

Description of Business

         AOL Time Warner Inc. ("AOL Time Warner") is the world's first fully
integrated, Internet-powered media and communications company. The Company was
formed in connection with the merger of America Online, Inc. ("America Online")
and Time Warner Inc. ("Time Warner"), which was consummated on January 11, 2001
(the "Merger"). As a result of the Merger, America Online and Time Warner each
became a wholly owned subsidiary of AOL Time Warner.

         A majority of AOL Time Warner's interests in filmed entertainment,
television production, and cable television systems, and a portion of its
interests in cable television and broadcast network 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. The remaining
25.51% limited partnership interests in the Series A Capital and Residual
Capital of TWE are held by MediaOne TWE Holdings, Inc., a subsidiary of AT&T
Corp. ("AT&T").

         As part of the integration of TWE's businesses into AOL Time Warner's
operating structure, management is pursuing various initiatives to enhance
efficiencies. Such initiatives, some of which have already been implemented,
include the consolidation of certain duplicative administrative and operational
functions and the restructuring of certain under-performing assets. For
additional information on the Merger and TWE's restructuring initiatives, see
Notes 1 and 2, respectively, to the accompanying consolidated financial
statements.

         TWE classifies its business interests into three fundamental areas:
Cable, consisting principally of interests in cable television systems; Filmed
Entertainment, consisting principally of interests in filmed entertainment and
television production; and Networks, consisting principally of interests in
cable television and broadcast network programming. TWE also manages the cable
properties owned by AOL Time Warner and the combined cable television operations
are conducted under the name of Time Warner Cable.

         AOL Time Warner and AT&T from time to time have engaged in discussions
regarding AT&T's interest in TWE. On February 28, 2001, AT&T delivered to AOL
Time Warner and TWE notice of its exercise of certain registration rights under
the TWE partnership agreement. Actions pursuant to the notice were then
suspended while discussions between AOL Time Warner and AT&T regarding AT&T's
interest in TWE continued. AT&T, AOL Time Warner and TWE have now resumed the
registration rights process that could result in the registration for public
sale or the purchase by TWE of some or all of AT&T's interest in TWE.

Use of EBITDA

         TWE evaluates operating performance based on several factors, including
its primary financial measure of operating income (loss) before noncash
depreciation of tangible assets and amortization of 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 substitute for,


                                       1




<PAGE>



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


operating income (loss), net income (loss) and other measures of financial
performance reported in accordance with generally accepted accounting
principles.

Transactions Affecting Comparability of Results of Operations

America Online-Time Warner Merger

         The Merger was accounted for by AOL Time Warner as an acquisition of
Time Warner under the purchase method of accounting for business combinations.
Under the purchase method of accounting, the estimated cost of approximately
$147 billion to acquire Time Warner, including transaction costs, was allocated
to its underlying net assets, including the net assets of TWE to the extent
acquired, based on their respective estimated fair values. Any excess of the
purchase price over estimated fair values of the net assets acquired was
recorded as goodwill.

         As a result of the Merger and the application of the purchase method of
accounting, the accompanying historical operating results and financial
condition are no longer comparable to 2001. Accordingly, in order to enhance
comparability and make an analysis of 2001 meaningful, the following discussion
of results of operations and changes in financial condition and liquidity is
based upon pro forma financial information for 2000 as if the Merger had
occurred on January 1, 2000. These results also reflect reclassifications of
historical operating results and segment information to conform to AOL Time
Warner's financial statement presentation, as follows:

o    TWE's digital media results have been allocated to the business segments
     now responsible for managing those operations and are no longer treated as
     a separate reportable segment;

o    Income and losses related to equity-method investments and gains and losses
     on the sale of investments have been reclassified from operating income
     (loss) to other income (expense), net; and

o    Corporate expenses have been reclassified to selling, general and
     administrative costs as a reduction of operating income (loss).

Other Significant Transactions and Nonrecurring Items

         As more fully described herein, the comparability of TWE's operating
results has been affected by certain significant transactions and nonrecurring
items in 2000. The operating results for the first six months of 2000, on both a
historical and pro forma basis, included (i) a pretax gain of $10 million in the
first quarter relating to the partial recognition of a deferred gain on the 1998
sale of Six Flags Entertainment Corporation ("Six Flags"), (ii) a $50 million
pretax charge in the second quarter relating to the Six Flags litigation, (iii)
a pretax loss of $8 million in the second quarter relating to the sale or
exchange of certain cable systems and investments and (iv) a noncash charge of
$524 million in the first quarter reflecting the cumulative effect of an
accounting change in connection with the adoption of a new film accounting
standard.

         In order to meaningfully assess underlying operating trends, management
believes that the results of operations for each period should be analyzed after
excluding the effects of significant nonrecurring items. As such, the following
discussion and analysis focuses on amounts and trends adjusted to exclude the
impact of these unusual items. However, unusual items may occur in any period.
Accordingly, investors and other financial statement users individually should
consider the types of events and transactions for which adjustments have been
made.


                                       2




<PAGE>



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


RESULTS OF OPERATIONS

         Revenues and EBITDA by business segment are as follows:

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                      Six Months Ended June 30,
                                     --------------------------------------------  -------------------------------------------
                                           Revenues               EBITDA                   Revenues             EBITDA
                                     ---------------------  ---------------------  ---------------------  --------------------
                                         2001     2000(a)      2001       2000(a)     2001      2000(a)      2001     2000(a)
                                     Historical  Pro Forma  Historical  Pro Forma  Historical  Pro Forma  Historical Pro Forma
                                     ----------  ---------  ----------  ---------  ----------  ---------  ---------- ---------
                                                                          (millions)
<S>                                       <C>         <C>       <C>        <C>         <C>          <C>       <C>       <C>
Cable..............................   $1,462       $1,280      $ 667     $  589      $2,849      $2,511    $1,328    $1,168
Filmed Entertainment...............    1,590        1,454        161        158       3,193       3,022       261       302
Networks...........................      745          679        156        118       1,469       1,335       314       221
Corporate..........................        -            -        (20)       (18)          -           -       (39)      (37)
Intersegment elimination...........     (169)        (100)         -          -        (341)       (244)        -         -
                                      ------       ------     ------     ------      ------      ------    ------    ------

Total revenues and EBITDA..........   $3,628       $3,313     $  964     $  847      $7,170      $6,624    $1,864    $1,654

Depreciation and amortization......       -             -       (931)      (905)          -          -     (1,853)   (1,803)
                                      ------       ------     ------     ------      ------      ------    ------    ------

Total revenues and operating income
 (loss).............................  $3,628       $3,313     $   33     $  (58)     $7,170      $6,624    $   11    $ (149)
                                      ======       ======     ======     ======      ======      ======    =======   ======
</TABLE>
-------------------
(a)  2001 operating results reflect the impact of the America Online-Time Warner
     merger. In order to enhance comparability, pro forma financial information
     for 2000 is provided as if the Merger had occurred at the beginning of
     2000, including certain reclassifications of TWE's historical operating
     results to conform to AOL Time Warner's financial statement presentation.
     TWE's historical EBITDA and operating income for the three months ended
     June 30, 2000 were $849 million and $485 million, respectively. TWE's
     historical EBITDA and operating income for the six months ended June 30,
     2000 were $1.659 billion and $938 million, respectively.


Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000

Consolidated Results

         TWE had revenues of $3.628 billion and a net loss of $232 million for
the three months ended June 30, 2001, compared to revenues of $3.313 billion on
both a pro forma and historical basis and a net loss of $421 million on a pro
forma basis (net income of $145 million on a historical basis) for the three
months ended June 30, 2000.

         As previously described, in addition to the consummation of the Merger,
the comparability of TWE's operating results for the second quarter of 2000, on
both a pro forma and historical basis, has been affected by the recognition of
certain significant, nonrecurring items aggregating approximately $58 million of
net pretax losses.

         Revenues. TWE's revenues increased to $3.628 billion in 2001, compared
to $3.313 billion on both a pro forma and historical basis in 2000. This
increase was driven by an increase in subscription revenues of 11% to $1.838
billion, an increase in advertising and commerce revenues of 2% to $314 million
and an increase in content and other revenues of 9% to $1.476 billion. This
compares to $1.649 billion, $307 million and $1.357 billion, respectively, for
the three months ended June 30, 2000 on both a pro forma and historical basis.

         As discussed more fully below, the increase in subscription revenues
was principally due to an increase in the number of subscribers at both the
Cable and Networks segments and an increase in subscription rates at the Cable
segment. The increase in advertising and commerce revenues was principally due
to increased advertising at the Cable segment and advertising rate increases and
ratings increases in key demographic groups at The WB Network. The increase in
content and other revenues was principally due to increased distribution of
theatrical content at the Filmed Entertainment segment.


                                       3




<PAGE>



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



         Net Income (Loss). TWE's net loss decreased by $189 million to $232
million in 2001, compared to $421 million on a pro forma basis in 2000 (net
income of $145 million on a historical basis). Excluding the effect of the
nonrecurring items referred to earlier, TWE's net loss decreased to $232 million
in 2001 from $363 million on a pro forma basis in 2000. TWE's net loss decreased
due to higher EBITDA, gains on the sale of certain cable-related investments,
lower amortization expense and lower interest expense, offset in part by
increases in depreciation expense and minority interest.

         Depreciation and Amortization. Depreciation and amortization increased
to $931 million in 2001 from $905 million on a pro forma basis in 2000 ($364
million on a historical basis). This increase was due to an increase in
depreciation, primarily due to higher levels of capital spending over the past
year at the Cable segment, offset in part by a decrease in amortization.

         Interest Expense, Net. Interest expense decreased to $142 million in
2001, compared to $163 million on both a pro forma and historical basis in 2000,
principally as a result of lower market interest rates and the absence in 2001
of additional interest expense recognized in the second quarter of 2000 related
to the Six Flags litigation, offset in part by higher outstanding debt levels.

         Other Expense, Net. Other expense, net, decreased to $47 million in
2001, compared to $132 million on a pro forma basis in 2000 ($109 million on a
historical basis), primarily due to higher net gains on the sale or exchange of
various unconsolidated cable television systems and investments and the absence
in 2001 of a noncash pretax charge of $24 million recognized in 2000 related to
the Six Flags litigation.

         Minority Interest Expense. Minority interest expense increased to $70
million in 2001, compared to $43 million on both a pro forma and historical
basis in 2000, principally due to a higher allocation of losses in 2000 to a
minority partner in The WB Network.

         Income Tax Provision. As a U.S. partnership, TWE is not subject to U.S.
federal and state income taxation. Income and withholding taxes of $6 million in
2001 and $25 million on both a pro forma and historical basis in 2000, have been
provided for the operations of TWE's domestic and foreign subsidiary
corporations.

Business Segment Results

         Cable. Revenues increased to $1.462 billion in 2001, compared to $1.280
billion in 2000. EBITDA increased to $667 million in 2001 from $589 million on a
pro forma basis in 2000. Revenues increased due to a 14% increase in
subscription revenues and a 17% increase in advertising and commerce revenues.
The increase in subscription revenues was due to an increase in basic cable
rates, an increase in basic cable subscribers, an increase in digital cable
subscribers and an increase in subscribers to high-speed online services.
The increase in advertising and commerce revenues was primarily related to
third-party advertising packages sold across multiple business segments of AOL
Time Warner and TWE and the intercompany sale of advertising to other business
segments of TWE. EBITDA increased principally as a result of the revenue gains,
offset in part by higher programming costs, principally due to programming rate
increases.

         Filmed Entertainment-Warner Bros. Revenues increased to $1.590 billion
in 2001, compared to $1.454 billion in 2000. EBITDA increased to $161 million in
2001 from $158 million on a pro forma basis in 2000. Revenues benefited from the
increased domestic distribution of theatrical product, principally due to higher
domestic DVD sales, and increased television licensing fees. EBITDA increased
principally due to the increased revenues, offset in part by


                                       4




<PAGE>



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

increased advertising and distribution costs because of an increase in the
number and timing of new theatrical releases in comparison to the prior year's
quarter.

         Networks. Revenues increased to $745 million in 2001, compared to $679
million in 2000. EBITDA increased to $156 million in 2001 from $118 million on a
pro forma basis in 2000. Revenues grew primarily due to an increase in
subscription revenues at HBO and an increase in advertising and commerce
revenues at The WB Network. For HBO, subscription revenues benefited primarily
from an increase in the number of subscribers. For The WB Network, the increase
in advertising and commerce revenues was driven by advertising rate increases,
ratings increases in key demographic groups and the intercompany sale of
advertising to other business segments of TWE. EBITDA was higher due to improved
results at both HBO and The WB Network. For HBO, the increase in EBITDA was
principally due to the increase in revenues and increased cost savings from
HBO's overhead cost management program. For The WB Network, the lower EBITDA
losses were principally due to the increase in revenues.

Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000

Consolidated Results

         TWE had revenues of $7.170 billion and a net loss of $582 million for
the six months ended June 30, 2001, compared to revenues of $6.624 billion on
both a pro forma and historical basis and a loss before the cumulative effect of
an accounting change of $763 million on a pro forma basis (income before the
cumulative effect of an accounting change of $369 million on a historical basis)
for the six months ended June 30, 2000.

         As previously described, in addition to the consummation of the Merger,
the comparability of TWE's operating results for the second quarter of 2000, on
both a pro forma and historical basis, has been affected by the recognition of
certain significant, nonrecurring items aggregating approximately $572 million
of net pretax losses.

         Revenues. TWE's revenues increased to $7.170 billion in 2001, compared
to $6.624 billion in 2000. This increase was driven by an increase in
subscription revenues of 11% to $3.609 billion, an increase in advertising and
commerce revenues of 4% to $613 million and an increase in content and other
revenues of 6% to $2.948 billion. This compares to $3.243 billion, $591 million
and $2.790 billion, respectively, for the six months ended June 30, 2000 on a
pro forma basis.

         As discussed more fully below, the increase in subscription revenues
was principally due to an increase in the number of subscribers at both the
Cable and Networks segments and an increase in subscription rates at the Cable
segment. The increase in advertising and commerce revenues was principally due
to increased advertising at the Cable segment and advertising rate increases and
ratings increases in key demographic groups at The WB Network. The increase in
content and other revenues was principally due to increased distribution of
theatrical content at the Filmed Entertainment segment.

         Net Loss. TWE's net loss decreased by $705 million to $582 million in
2001, compared to $1.287 billion on a pro forma basis in 2000 ($155 million on a
historical basis). Excluding the effect of the nonrecurring items referred to
earlier, TWE's net loss decreased to $582 million in 2001 from $715 million on a
pro forma basis in 2000. TWE's net loss decreased due to higher EBITDA, gains on
the sale of certain cable-related investments and lower amortization expense,
offset in part by increases in depreciation expense and minority interest.


                                       5




<PAGE>



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


         Depreciation and Amortization. Depreciation and amortization increased
to $1.853 billion in 2001 from $1.803 billion on a pro forma basis in 2000 ($721
million on a historical basis). This increase was due to an increase in
depreciation, primarily due to higher capital spending at the Cable segment,
offset in part by a decrease in amortization.

         Interest Expense, Net. Interest expense decreased to $295 million in
2001, compared to $301 million on both a pro forma and a historical basis in
2000, principally as a result of lower market interest rates and the absence in
2001 of additional interest expense recognized in the second quarter of 2000
related to the Six Flags litigation, offset in part by higher outstanding debt
levels.

         Other Expense, Net. Other expense, net, decreased to $87 million in
2001, compared to $169 million on a pro forma basis in 2000 ($124 million on a
historical basis), primarily due to lower losses from certain investments
accounted for under the equity method of accounting, higher net gains on the
sale or exchange of various unconsolidated cable television systems and
investments and the absence in 2001 of a noncash pretax charge of $24 million
recognized in 2000 related to the Six Flags litigation.

         Minority Interest Expense. Minority interest expense increased to $173
million in 2001, compared to $83 million on both a pro forma and a historical
basis in 2000. Minority interest expense increased principally due to pretax
gains in 2001 on the exchange of various unconsolidated cable television systems
at an equity investee of the TWE-Advance/Newhouse Partnership attributable to
the minority owners of TWE-A/N and a higher allocation of losses in 2000 to a
minority partner in The WB Network.

         Income Tax Expense Provision. As a U.S. partnership, TWE is not subject
to U.S. federal and state income taxation. Income and withholding taxes of $38
million in 2001 and $61 million on both a pro forma and historical basis in
2000, have been provided for the operations of TWE's domestic and foreign
subsidiary corporations.

Business Segment Results

         Cable. Revenues increased to $2.849 billion in 2001, compared to $2.511
billion in 2000. EBITDA increased to $1.328 billion in 2001 from $1.168 billion
on a pro forma basis in 2000. Revenues increased due to a 13% increase in
subscription revenues and a 17% increase in advertising and commerce revenues.
The increase in subscription revenues was due to an increase in basic cable
rates, an increase in basic cable subscribers, an increase in digital cable
subscribers and an increase in subscribers to high-speed online services.
The increase in advertising and commerce revenues included the impact of
third-party advertising packages sold across multiple business segments of AOL
Time Warner and TWE that were entered into in the second quarter and the
intercompany sale of advertising to other business segments of TWE. EBITDA
increased principally as a result of the revenue gains, offset in part by
higher programming costs, principally due to programming rate increases.

         Filmed Entertainment-Warner Bros. Revenues increased to $3.193 billion
in 2001, compared to $3.022 billion in 2000. EBITDA decreased to $261 million in
2001 from $302 million on a pro forma basis in 2000. Revenues benefited from the
increased worldwide distribution of theatrical product, principally due to
higher worldwide DVD sales and increased television licensing fees. EBITDA
decreased principally due to higher advertising and distribution costs because
of an increase in the number and timing of new theatrical releases in comparison
to the prior year comparable period, offset in part by the increased revenues.

         Networks. Revenues increased to $1.469 billion in 2001, compared to
$1.335 billion in 2000. EBITDA increased to $314 million in 2001 from $221
million on a pro forma basis in 2000. Revenues grew primarily due to an

                                       6




<PAGE>



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

increase in subscription revenues at HBO and an increase in advertising and
commerce revenues at The WB Network. For HBO, subscription revenues benefited
primarily from an increase in the number of subscribers. For The WB Network,
the increase in advertising and commerce revenues was driven by advertising
rate increases, ratings increases in key demographic groups and the intercompany
sale of advertising to other business segments of TWE. EBITDA was higher due to
improved results at both HBO and The WB Network. For HBO, the increase in EBITDA
was principally due to the increase in revenues and increased cost savings from
HBO's overhead cost management program. For The WB Network, the lower EBITDA
losses were principally due to the revenue gains.

FINANCIAL CONDITION AND LIQUIDITY
June 30, 2001

Financial Condition

         At June 30, 2001, TWE had $8.5 billion of debt, $293 million of cash
and equivalents (net debt of $8.2 billion) and $65.1 billion of partners'
capital, compared to $7.1 billion of debt, $306 million of cash and equivalents
(net debt of $6.8 billion) and $66.4 billion of partners' capital on a pro forma
basis at December 31, 2000. On a historical basis, TWE had $7.1 billion of debt,
$306 million of cash and equivalents (net debt of $6.8 billion) and $6.9 billion
of partners' capital at December 31, 2000.

Cash Flows

         During the first six months of 2001, TWE's cash provided by operations
amounted to $1.017 billion and reflected $1.864 billion of EBITDA, less $295
million of net interest payments, $96 million of net income taxes paid and $456
million related to an increase in other working capital requirements. Cash
provided by operations of $1.675 billion in the first six months of 2000
reflected $1.654 billion of pro forma EBITDA, $246 million of proceeds received
under TWE's asset securitization program and $77 million related to a decrease
in other working capital requirements, less $251 million of net interest
payments and $51 million of net income taxes paid.

         Cash used by investing activities was $1.673 billion in the first half
of 2001, compared to $1.051 billion in 2000, principally as a result of an
increase in cash used for investments and acquisitions and an increase in
capital expenditures. Capital expenditures increased to $1.003 billion in the
first six months of 2001, compared to $894 million in 2000, primarily due to
increased capital spending in the Cable segment related to digital cable boxes,
high-speed modems and associated support equipment.

         Cash provided by financing activities was $643 million in the first six
months of 2001, compared to cash used by financing activities of $962 million in
2000. Cash provided by financing activities in 2001 primarily related to $1.105
billion of net borrowings, offset in part by capital distributions of $391
million. Cash used in financing activities in 2000 primarily related to $423
million of net debt repayments and $473 million of capital distributions.

         Management believes that TWE's operating cash flow, cash and
equivalents and additional borrowing capacity are sufficient to fund its capital
and liquidity needs for the foreseeable future.

Cable Capital Spending

         As discussed previously, TWE's capital spending primarily relates to
spending at Time Warner Cable. Time Warner Cable has been engaged in a plan to
upgrade the technological capability and reliability of its cable television


                                       7




<PAGE>



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

systems and develop new services, which management believes will position the
business for sustained, long-term growth. Capital spending by TWE's Cable
division amounted to $954 million in 2001, compared to $836 million in 2000.

         Cable capital spending for the remainder of 2001 is expected to remain
at comparable levels, reflecting spending on variable capital to facilitate the
continued roll-out of Time Warner Cable's popular digital services, including
digital cable and high-speed online services. At June 30, 2001, the Cable
segment had 2.511 million digital cable subscribers, a 19.8% penetration of
basic cable subscribers. This compares to 889 thousand digital cable
subscribers, or a 7.1% penetration of basic cable subscribers at June 30, 2000.
Similarly, the number of high-speed online customers grew to 1.409 million, or
8.1% of eligible homes, from 573 thousand, or 5.3% of eligible homes at June 30,
2000. Such rapid growth of subscribers to these digital services increased the
variable capital spending for digital cable boxes, high-speed modems and
associated support equipment. Capital spending is expected to continue to be
funded by Time Warner Cable's operating cash flow.

Caution Concerning Forward-Looking Statements

         The Securities and Exchange Commission (the "SEC") encourages companies
to disclose forward-looking information so that investors can better understand
a company's future prospects and make informed investment decisions. This
document contains such "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, particularly statements
anticipating future growth in revenues, EBITDA and cash flow. Words such as
"anticipates," "estimates," "expects," "projects," "intends," "plans,"
"believes" and words and terms of similar substance used in connection with any
discussion of future operating or financial performance identify such
forward-looking statements. Those forward-looking statements are based on
management's present expectations about future events. As with any projection or
forecast, they are inherently susceptible to uncertainty and changes in
circumstances, and TWE is under no obligation to (and expressly disclaims any
such obligation to) update or alter its forward-looking statements whether as a
result of such changes, new information, future events or otherwise.

         TWE operates in highly competitive, consumer-driven and rapidly
changing media and entertainment businesses that are dependent on government
regulation and economic, political and social conditions in the countries in
which they operate, consumer demand for their products and services,
technological developments and (particularly in view of technological changes)
protection of their intellectual property rights. TWE's actual results could
differ materially from management's expectations because of changes in such
factors. Other factors and risks could also cause actual results to differ
from those contained in the forward-looking statements, including those
identified in TWE's other filings with the SEC and the following:

o    For TWE's cable business, more aggressive than expected competition from
     new technologies and other types of video programming distributors,
     including DBS and DSL; increases in government regulation of basic cable or
     equipment rates or other terms of service (such as "digital must-carry,"
     open access or common carrier requirements); government regulation of other
     services, such as broadband cable modem service; increased difficulty in
     obtaining franchise renewals; the failure of new equipment (such as digital
     set-top boxes) or services (such as digital cable, high-speed online
     services, telephony over cable or video on demand) to appeal to enough
     consumers or to be available at reasonable prices, to function as expected
     and to be delivered in a timely fashion; fluctuations in spending levels by
     business and consumers; and greater than expected increases in programming
     or other costs.

o    For TWE's cable and broadcast television network businesses, greater
     than expected programming or production costs; public and cable operator
     resistance to price increases (and the negative impact on premium
     programmers of increases in basic cable rates); increased regulation of
     distribution agreements; the sensitivity of advertising to economic
     cyclicality; the development of new technologies that alter the role of
     programming networks and services;


                                       8




<PAGE>



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

     and greater than expected fragmentation of consumer viewership due to an
     increased number of programming services or the increased popularity of
     alternatives to television.

o    For TWE's film businesses, their ability to continue to attract and select
     desirable talent and scripts at manageable costs; general increases in
     production costs; fragmentation of consumer leisure and entertainment time
     (and its possible negative effects on the broadcast and cable networks,
     which are significant customers of these businesses); continued popularity
     of merchandising; and the uncertain impact of technological developments.

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


                                       9




<PAGE>



                     TIME WARNER ENTERTAINMENT COMPANY, L.P.
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              June 30,   December 31, December 31,
                                                                                2001         2000         2000
                                                                             Historical  Pro Forma(a) Historical(a)
                                                                             ----------  ---------    ----------
                                                                                          (millions)
<S>                                                                           <C>          <C>         <C>
ASSETS
Current assets
Cash and equivalents.......................................................    $   293      $   306      $   306
Receivables, including $1.040, $1.556 and $1.556 billion due from AOL
    Time Warner, less allowances of $724, $677 and $677 million............      3,615        3,643        3,643
Inventories................................................................        805          762          762
Prepaid expenses...........................................................        271          200          200
                                                                               -------      -------      -------
Total current assets.......................................................      4,984        4,911        4,911
Noncurrent inventories and film costs......................................      4,780        3,938        2,579
Investments................................................................      2,571        2,218          543
Property, plant and equipment..............................................      8,072        7,468        7,493
Cable television franchises................................................     20,384       23,100        5,329
Brands and trademarks......................................................      2,120        2,500            -
Goodwill and other intangible assets.......................................     41,708       39,882        3,603
Other assets...............................................................        919          959        1,000
                                                                               -------      -------      -------
Total assets...............................................................    $85,538      $84,976      $25,458
                                                                               =======      =======      =======

LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
Accounts payable...........................................................    $ 2,410      $ 2,272      $ 2,272
Participations payable.....................................................        931          969          969
Programming costs payable..................................................        507          455          455
Debt due within one year...................................................          2            3            3
Other current liabilities, including $1.391, $1.223 and $1.223 billion due
    to AOL Time Warner.....................................................      2,454        2,799        2,799
                                                                               -------      -------      -------
Total current liabilities..................................................      6,304        6,498        6,498
Long-term debt, including $2.814 billion due to AOL Time Warner at
    June 30, 2001..........................................................      8,467        7,108        7,108
Other long-term liabilities, including $1.157 billion, $681 and
    $681 million due to AOL Time Warner....................................      3,727        3,045        3,045
Minority interests.........................................................      1,976        1,881        1,881
Partners' capital
Contributed capital........................................................     66,872       66,793        7,349
Partnership deficit........................................................     (1,808)        (349)        (423)
                                                                               -------      -------    ---------
Total partners' capital....................................................     65,064       66,444        6,926
                                                                               -------      -------     --------
Total liabilities and partners' capital....................................    $85,538      $84,976      $25,458
                                                                               =======      =======      =======
</TABLE>

-------------------

(a)  TWE's historical financial statements for the prior period represent the
     financial results of TWE prior to the America Online-Time Warner merger. In
     order to enhance comparability, pro forma financial statements for 2000 are
     presented supplementally as if the merger of America Online and Time Warner
     had occurred at the beginning of 2000 (Note 1).

See accompanying notes.


                                       10








<PAGE>


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

<TABLE>
<CAPTION>
                                                 Three Months Ended June 30,                Six Months Ended June 30,
                                             ------------------------------------     ---------------------------------------
                                                2001         2000         2000           2001         2000        2000
                                             Historical  Pro Forma(a) Historical(a)  Historical  Pro Forma(a)   Historical(a)
                                             ----------  ------------  -------------  ---------- ------------   -------------
                                                                                (millions)
<S>                                            <C>          <C>         <C>             <C>         <C>          <C>
Revenues:
   Subscriptions............................   $1,838       $1,649      $ 1,649         $3,609      $ 3,243      $3,243
   Advertising and commerce.................      314          307          307            613          591         591
   Content and other........................    1,476        1,357        1,357          2,948        2,790       2,790
                                               ------       ------      -------         ------      -------      ------
Total revenues(b)...........................    3,628        3,313        3,313          7,170        6,624       6,624
Cost of revenues(b).........................   (2,258)      (1,995)      (2,008)        (4,516)      (4,079)     (4,106)
Selling, general and administrative(b)......     (671)        (681)        (679)        (1,296)      (1,304)     (1,299)
Amortization of goodwill and other
    intangible assets.......................     (666)        (695)        (141)        (1,347)      (1,390)       (281)
                                               ------       ------      -------         ------      -------      ------
Operating income (loss).....................       33          (58)         485             11         (149)        938
Interest expense, net.......................     (142)        (163)        (163)          (295)        (301)       (301)
Other expense, net(b).......................      (47)        (132)        (109)           (87)        (169)       (124)
Minority interest...........................      (70)         (43)         (43)          (173)         (83)        (83)
                                               ------       ------      -------         ------      -------      ------
Income (loss) before income taxes and
   cumulative effect of accounting change...     (226)        (396)         170           (544)        (702)        430
Income taxes................................       (6)         (25)         (25)           (38)         (61)        (61)
                                               ------       ------      -------         ------      -------      ------
Income (loss) before cumulative effect
   of accounting change.....................     (232)        (421)         145           (582)        (763)        369
Cumulative effect of accounting change......        -            -            -              -         (524)       (524)
                                               ------       ------      -------         ------      -------      ------
Net income (loss)...........................   $ (232)      $ (421)     $   145         $ (582)     $(1,287)     $ (155)
                                               ======       ======      =======         ======      =======      ======
</TABLE>

---------------
(a)  TWE's historical financial statements for prior periods represent the
     financial results of TWE prior to the America Online-Time Warner merger. In
     order to enhance comparability, pro forma financial statements for 2000 are
     presented supplementally as if the merger of America Online and Time Warner
     had occurred at the beginning of 2000, including certain reclassifications
     of TWE's historical operating results to conform to AOL Time Warner's
     financial statement presentation (Note 1).

(b)  Includes the following income (expenses) resulting from transactions with
     the partners of TWE and other related companies:

<TABLE>
       <S>                                     <C>         <C>         <C>          <C>          <C>       <C>
       Revenues.............................     $234         $126         $126          $ 441        $ 219       $ 219
       Cost of revenues.....................     (132)         (84)         (84)          (255)        (147)       (147)
       Selling, general and administrative..      (45)         (41)         (41)           (81)         (84)        (84)
       Other expense, net...................       (6)           6            6              2            9           9
</TABLE>


See accompanying notes.


                                       11








<PAGE>


                     TIME WARNER ENTERTAINMENT COMPANY, L.P.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            Six Months Ended June 30,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      2001       2000         2000
                                                                                   Historical Pro Forma(a) Historical(a)
                                                                                   ---------- ---------    ----------
                                                                                              (millions)
<S>                                                                                <C>         <C>        <C>
OPERATIONS
Net loss........................................................................   $  (582)    $(1,287)      $  (155)
Adjustments for noncash and nonoperating items:
   Cumulative effect of accounting change.......................................         -         524           524
   Depreciation and amortization................................................     1,853       1,803           721
   Amortization of film costs...................................................       830         732           732
   Equity in losses of investee companies after distributions...................       142         166           111
Changes in operating assets and liabilities.....................................    (1,226)       (263)         (258)
                                                                                   -------     -------       -------
Cash provided by operations.....................................................     1,017       1,675         1,675
                                                                                   -------     -------       -------

INVESTING ACTIVITIES
Investments and acquisitions....................................................      (702)       (231)         (231)
Capital expenditures............................................................    (1,003)       (894)         (894)
Investment proceeds.............................................................        32          74            74
                                                                                   -------     -------       -------
Cash used by investing activities...............................................    (1,673)     (1,051)       (1,051)
                                                                                   -------     -------       -------

FINANCING ACTIVITIES
Borrowings......................................................................     3,633         894           894
Debt repayments.................................................................    (2,528)     (1,317)       (1,317)
Capital distributions...........................................................      (391)       (473)         (473)
Other...........................................................................       (71)        (66)          (66)
                                                                                   -------     -------       -------
Cash provided (used) by financing activities....................................       643        (962)         (962)
                                                                                   -------     -------       -------
DECREASE IN CASH AND EQUIVALENTS................................................       (13)       (338)         (338)

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD.....................................       306         517           517
                                                                                   -------     -------       -------
CASH AND EQUIVALENTS AT END OF PERIOD...........................................   $   293     $   179       $   179
                                                                                   =======     =======       =======
</TABLE>

-------------------
(a)  TWE's historical financial statements for prior periods represent the
     financial results of TWE prior to the America Online-Time Warner merger. In
     order to enhance comparability, pro forma financial statements for 2000,
     are presented supplementally as if the merger of America Online and Time
     Warner had occurred at the beginning of 2000, including certain
     reclassifications of TWE's historical operating results to conform to AOL
     Time Warner's financial statement presentation (Note 1).


See accompanying notes.


                                       12








<PAGE>


                     TIME WARNER ENTERTAINMENT COMPANY, L.P.
                  CONSOLIDATED STATEMENT OF PARTNERSHIP CAPITAL
                            Six Months Ended June 30,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                 2001         2000
                                                                                             Historical   Historical
                                                                                             ----------   ----------
                                                                                                    (millions)
<S>                                                                                            <C>           <C>
BALANCE AT BEGINNING OF PERIOD..............................................................  $ 6,926        $7,149

Allocation of a portion of the purchase price in connection with
   America Online-Time Warner merger to TWE.................................................   59,518             -
                                                                                              -------        ------
Balance at beginning of period, adjusted to give effect to the
    America Online-Time Warner merger.......................................................   66,444         7,149

Net loss....................................................................................     (582)         (155)
Other comprehensive loss....................................................................      (14)          (46)
                                                                                              -------        ------
Comprehensive loss(a).......................................................................     (596)         (201)

Distributions...............................................................................     (867)         (509)
Other.......................................................................................       83            14
                                                                                              -------        ------
BALANCE AT END OF PERIOD....................................................................  $65,064        $6,453
                                                                                              =======        ======
</TABLE>

-------------------
(a)  Comprehensive income (loss) was $(260) million for the three months ended
     June 30, 2001 and $108 million for the three months ended June 30, 2000.


See accompanying notes.


                                       13




<PAGE>



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

1.       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

         AOL Time Warner Inc. ("AOL Time Warner") is the world's first fully
integrated, Internet-powered media and communications company. The Company was
formed in connection with the merger of America Online, Inc. ("America Online")
and Time Warner Inc. ("Time Warner"), which was consummated on January 11, 2001
(the "Merger"). As a result of the Merger, America Online and Time Warner each
became a wholly owned subsidiary of AOL Time Warner.

         A majority of AOL Time Warner's interests in filmed entertainment,
television production and cable television systems, and a portion of its
interests in cable television and broadcast network 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. The remaining
25.51% limited partnership interests in the Series A Capital and Residual
Capital of TWE are held by MediaOne TWE Holdings, Inc., a subsidiary of AT&T
Corp.

         TWE, a Delaware limited partnership, classifies its business interests
into three fundamental areas: Cable, consisting principally of interests in
cable television systems; Filmed Entertainment, consisting principally of
interests in filmed entertainment and television production; and Networks,
consisting principally of interests in cable television and broadcast network
programming.

         Each of the business interests within Cable, Filmed Entertainment and
Networks is important to TWE's objective of increasing partner value through the
creation, extension and distribution of recognizable brands and copyrights
throughout the world. Such brands and copyrights include (1) Time Warner Cable,
currently the second largest operator of cable television systems in the U.S.,
(2) the unique and extensive film, television and animation libraries of Warner
Bros. and trademarks such as the Looney Tunes characters and Batman, (3) 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 collection of
children's cartoons and television programming.

         The operating results of TWE's various business segments are presented
herein as an indication of financial performance (Note 6). TWE's business
segments generate significant cash flow from operations. The cash flow from
operations generated by such business segments is considerably greater than
their operating income due to significant amounts of noncash amortization of
intangible assets recognized principally in the merger of America Online and
Time Warner. Noncash amortization of intangible assets recorded by TWE's
business segments amounted to $666 million in the second quarter of 2001 and
$695 million on a pro forma basis in the second quarter of 2000 ($141 million on
a historical basis). Noncash amortization of intangible assets amounted to
$1.347 billion for the first six months of 2001 and $1.390 billion on a pro
forma basis for the first six months of 2000 ($281 million on a historical
basis).


                                       14






<PAGE>


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


Basis of Presentation

America Online-Time Warner Merger


         The Merger has been accounted for by AOL Time Warner as an acquisition
of Time Warner under the purchase method of accounting for business
combinations. Under the purchase method of accounting, the cost of approximately
$147 billion to acquire Time Warner, including transaction costs, was allocated
to its underlying net assets, including the net assets of TWE to the extent
acquired, based on their respective estimated fair values. The excess of the
purchase price over the estimated fair values of the net assets acquired was
recorded as goodwill. A preliminary allocation of the excess of the purchase
price, including transaction costs, over the book value of TWE's net assets to
the extent acquired has been made to goodwill and other intangible assets,
including film and television libraries, cable television franchises and brands
and trademarks. The goodwill and identified intangible assets are being
amortized on a straight-line basis over the following weighted-average useful
lives:

<TABLE>
<CAPTION>

                                                                           Weighted-Average
                                                                              Useful Life
                                                                              -----------
                                                                                (Years)

<S>                                                                               <C>
         Film and television libraries.......................................     17
         Cable television franchises.........................................     25
         Brands and trademarks...............................................     34
         Goodwill............................................................     25
</TABLE>

         The estimates of the fair values and weighted average useful lives of
net assets acquired, identified intangibles and goodwill are based upon a
preliminary estimate. Additional work needs to be completed in finalizing the
allocation of the purchase price to net assets, identified intangibles and
goodwill acquired. TWE does not expect the final allocation of the purchase
price to differ materially from the amounts included in the accompanying
consolidated financial statements.

         As discussed further below, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets," which provides, among other things, for the
nonamortization of goodwill and intangible assets with indefinite useful lives.
Consequently, goodwill and some intangible assets recognized in connection with
the Merger will no longer be amortized, beginning in the first quarter of 2002.

         Because the Merger was not consummated on or before December 31, 2000,
the accompanying consolidated financial statements and notes for 2000 reflect
only the financial results of TWE on a historical basis without the significant
amortization created by the Merger. However, in order to enhance comparability,
pro forma consolidated financial statements are presented supplementally to
illustrate the effects of the Merger on the historical financial position and
operating results of TWE. The pro forma financial statements for TWE are
presented as if the Merger between America Online and Time Warner had occurred
on January 1, 2000. These results also reflect reclassifications of TWE's
historical operating results and segment information to conform to the combined
AOL Time Warner's financial statement presentation, as follows:

o    TWE's digital media results have been allocated to the business segments
     now responsible for managing those operations and are no longer treated as
     a separate reportable segment;




                                       15





<PAGE>


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


o    Income and losses related to equity-method investments and gains and losses
     on the sale of investments have been reclassified from operating income
     (loss) to other expense, net; and

o    Corporate services have been reclassified to selling, general and
     administrative costs as a reduction of operating income (loss).

Interim Financial Statements

         The accompanying consolidated financial statements are unaudited but,
in the opinion of management, contain all of the adjustments (consisting of
those of a normal recurring nature) considered necessary to present fairly the
financial position and the results of operations and cash flows for the periods
presented in conformity with generally accepted accounting principles applicable
to interim periods. The accompanying consolidated financial statements should be
read in conjunction with the audited consolidated financial statements of TWE
included in AOL Time Warner's Current Report on Form 8-K/A dated January 11,
2001, filed February 9, 2001 (the "2000 Financial Statements").

Cumulative Effect of Change in Film Accounting Principle

         In June 2000, TWE adopted Statement of Position 00-2, "Accounting by
Producers and Distributors of Films" ("SOP 00-2"). SOP 00-2 established new film
accounting standards, including changes in revenue recognition and accounting
for advertising, development and overhead costs. Specifically, SOP 00-2 requires
advertising costs for theatrical and television product to be expensed as
incurred. This compares to TWE's previous policy of first capitalizing and then
expensing advertising costs for theatrical product over the related revenue
streams. In addition, SOP 00-2 requires development costs for abandoned projects
and certain indirect overhead costs to be charged directly to expense, instead
of those costs being capitalized to film costs, which was required under the
previous accounting model. SOP 00-2 also requires all film costs to be
classified in the balance sheet as noncurrent assets.

         TWE adopted the provisions of SOP 00-2 retroactively to the beginning
of 2000. As a result, TWE's net loss in 2000 includes a one-time, noncash charge
of $524 million, primarily to reduce the carrying value of its film inventory.
This charge has been reflected as a cumulative effect of an accounting change in
the accompanying consolidated statement of operations.

Revenue Classification Changes

         In April 2001, the FASB's Emerging Issues Task Force ("EITF") reached a
final consensus EITF Issue No. 00-25, "Vendor Income Statement Characterization
of Consideration Paid to a Reseller of the Vendor's Products" ("EITF 00-25").
EITF 00-25 will be effective for TWE in the first quarter of 2002. EITF 00-25
clarifies the income statement classification of costs incurred by a vendor in
connection with the reseller's purchase or promotion of the vendor's products,
resulting in certain cooperative advertising and product placement costs
previously classified as selling expenses to be reflected as a reduction of
revenues earned from that activity. While TWE is in the process of evaluating
the overall impact of EITF 00-25 on its consolidated financial statements, it is
not expected that EITF 00-25 will have a significant impact on TWE's
consolidated financial statements.

Transfers and Servicing of Financial Assets and Extinguishments of Liabilities

         In September 2000, FASB issued Statement of Financial Accounting
Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities--a Replacement of FASB Statement No.






                                       16





<PAGE>


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


125" ("FAS 140"). FAS 140 revises the criteria for accounting for
securitizations and other transfers of financial assets and collateral. In
addition, FAS 140 requires certain additional disclosures. Except for the new
disclosure provisions, which were effective for the year ended December 31,
2000, FAS 140 was effective for the transfer of financial assets occurring after
March 31, 2001. The provisions of FAS 140 did not have a significant effect on
TWE's consolidated financial statements.

Accounting for Business Combinations


         In July 2001, the FASB issued Statements of Financial Accounting
Standards No. 141, "Business Combinations" ("FAS 141") and No. 142, "Goodwill
and Other Intangible Assets" ("FAS 142"). These standards change the accounting
for business combinations by, among other things, prohibiting the prospective
use of pooling-of-interests accounting and requiring companies to stop
amortizing goodwill and certain intangible assets with an indefinite useful life
created by business combinations accounted for using the purchase method of
accounting. Instead, goodwill and intangible assets deemed to have an indefinite
useful life will be subject to an annual review for impairment. The new
standards generally will be effective for TWE in the first quarter of 2002 and
for purchase business combinations consummated after June 30, 2001. TWE is in
the process of quantifying the anticipated impact of adopting the provisions of
FAS 142, which is expected to be significant.

         Upon adoption, TWE will stop amortizing goodwill, including goodwill
included in the carrying value of certain investments accounted for under the
equity method of accounting. Based on the current levels of goodwill, this would
reduce amortization expense and, with respect to equity investees, it would
reduce other expense, net, by approximately $1.7 billion and $100 million,
respectively. The impact of stopping goodwill amortization and the amortization
of goodwill included in the carrying value of equity investees would be to
increase TWE's annual net income by approximately $1.8 billion. In addition, TWE
is in the process of evaluating certain intangible assets to determine whether
they are deemed to have an indefinite useful life. As a result of this process,
TWE may stop amortizing an additional $20 billion to $25 billion of intangible
assets. This could result in an additional reduction of amortization by
approximately $800 million to $1 billion, which will have a corresponding
increase in TWE's net income.

Reclassifications

         Certain reclassifications have been made to the prior year's financial
statements to conform to the 2001 presentation.

2.       MERGER-RELATED COSTS

America Online-Time Warner Merger

         In connection with the Merger, TWE has reviewed its operations and
implemented several plans to restructure its operations ("restructuring plans").
As part of the restructuring plans, TWE recorded a restructuring liability of
approximately $210 million during the first quarter of 2001. The restructuring
liability represents costs to be incurred for exiting and consolidating
activities at TWE, as well as costs incurred to terminate employees throughout
TWE.

         Of the total restructuring costs, $55 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 $10 million





                                       17





<PAGE>


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


were made in the second quarter of 2001. As of June 30, 2001, the liability was
primarily classified as a current liability in the accompanying consolidated
balance sheet.

         The restructuring charge also includes approximately $155 million
associated with exiting certain activities, primarily related to lease and
contract termination costs. Specifically, TWE plans to exit certain
under-performing operations, including the Studio Store operations included in
the Filmed Entertainment segment. The restructuring charge associated with other
exiting activities specifically includes incremental costs and contractual
termination obligations for items such as leasehold termination payments and
other facility exit costs incurred as a direct result of these plans, which will
not have future benefits. Payments related to exiting activities were
approximately $15 million in the second quarter of 2001 and approximately $20
million in the first six months of 2001. As of June 30, 2001, the remaining
liability of $135 million was primarily classified as a current liability in the
accompanying consolidated balance sheet.

         The restructuring liabilities recorded are based on TWE's restructuring
plans that have been committed to by management. These integration plans may be
broadened to include additional restructure initiatives as management continues
to evaluate the integration of the combined companies and complete its purchase
price allocation.

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

<TABLE>
<CAPTION>

                                                          Employee         Other
                                                        Termination      Exit Costs      Total
                                                        -----------      ----------      -----

<S>                                                     <C>              <C>            <C>
Initial accruals                                            $55            $155          $210

Cash paid                                                   (10)            (20)          (30)
                                                            ---            ----          ----

Restructuring liability as of June 30, 2001                 $45            $135          $180
                                                            ===            ====          ====
</TABLE>


3.       SIGNIFICANT TRANSACTIONS


Six Flags

         In December 1998, a jury returned an adverse verdict in the Six Flags
Entertainment Corporation ("Six Flags") litigation in the amount of $454
million. TWE and its former 51% partner in Six Flags were financially
responsible for this judgment. TWE appealed the verdict, but, in July 2000, an
appellate court unexpectedly affirmed the jury's verdict. As a result, TWE
revised its estimate of its financial exposure and recorded a one-time, pretax
charge of $50 million in the second quarter of 2000 to cover its additional
financial exposure in excess of established reserves, which consisted of the
unrecognized portion of the deferred gain on the 1998 sale of Six Flags and
accrued interest. The $50 million charge is classified in two components in the
accompanying consolidated statement of operations on a pro forma basis for the
three and six months ended June 30, 2000; $26 million of the charge,
representing an accrual for additional interest, is included in interest
expense, net, and the remaining $24 million is included in other expense, net.


Loss on Sale or Exchange of Cable Television Systems and Investments

         In 2000, largely in an ongoing effort to enhance its geographic
clustering of cable television properties, the Company sold or exchanged various
cable television systems and investments. In connection with the sale or
exchange of unconsolidated cable television systems, approximately $8 million of
net pretax losses were recognized in the second





                                       18





<PAGE>


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


quarter of 2000 and are included in other expense, net, in the accompanying
consolidated statement of operations on both a pro forma and historical basis
for the three and six months ended June 30, 2000.

4.       INVENTORIES AND FILM COSTS

         Inventories and film costs consist of:

<TABLE>
<CAPTION>

                                                                 June 30, 2001  December 31, 2000  December 31, 2000
                                                                  Historical        Pro Forma          Historical
                                                                  ----------        ---------          ----------
                                                                                   (millions)

<S>                                                                  <C>               <C>              <C>
Programming costs, less amortization..........................       $1,199            $1,029           $1,014
Film costs-Theatrical:
   Released, less amortization................................          592               711              711
   Completed and not released.................................          233               113              113
   In production..............................................          655               386              386
   Development and pre-production.............................           29                25               25
Film costs-Television:
   Released, less amortization................................          239               133              133
   Completed and not released.................................           36               194              194
   In production..............................................            9                76               76
   Development and pre-production.............................            4                 5                5

Film costs-Library, less amortization.........................        2,448             1,800              456
Merchandise...................................................          141               228              228
                                                                     ------            ------           ------

Total inventories and film costs..............................        5,585             4,700            3,341
Less current portion of inventory.............................          805               762              762
                                                                     ------            ------           ------

Total noncurrent inventories and film costs...................       $4,780            $3,938           $2,579
                                                                     ======            ======           ======
</TABLE>


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 six months ended June 30, 2001, TWE accrued $50 million of
tax-related distributions and $817 million of stock option distributions, based
on closing prices of AOL Time Warner common stock of $53.00 at June 30, 2001 and
$34.80 at December 31, 2000. During the six months ended June 30, 2000, TWE
accrued $284 million of tax-related distributions and $225 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 six months ended June 30, 2001, TWE
paid distributions to the AOL Time Warner General Partners in the amount of $391
million, consisting of $50 million of tax-related distributions and $341 million
of stock option related distributions. During the six months ended June 30,
2000, TWE paid the AOL Time Warner General Partners distributions in the amount
of $473 million, consisting of $284 million of tax-related distributions and
$189 million of stock option related distributions.



                                       19




<PAGE>


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


6. SEGMENT INFORMATION

         As a result of the Merger, AOL Time Warner management assessed the
manner in which financial information of TWE is reviewed in making operating
decisions and assessing performance. In accordance with Financial Accounting
Standards Board No. 131 "Disclosures About Segments of an Enterprise and Related
Information," TWE reclassified its 2000 historical segment presentation to
conform to the current presentation.

         TWE classifies its business interests into three fundamental areas:
Cable, consisting principally of interests in cable television systems; Filmed
Entertainment, consisting principally of interests in filmed entertainment and
television production; and Networks, consisting principally of interests in
cable television and broadcast network programming.

         Information as to the operations of TWE in different business segments
is set forth below based on the nature of the products and services offered. TWE
evaluates performance based on several factors, of which the primary financial
measure is operating income (loss) before noncash depreciation of tangible
assets and amortization of intangible assets ("EBITDA"). The accounting policies
of the business segments are the same as those described in the summary of
significant accounting policies under Note 1 in TWE's 2000 Financial Statements.
Intersegment sales are accounted for at fair value as if the sales were to third
parties.

<TABLE>
<CAPTION>
                                                      Three Months Ended June 30,         Six Months Ended June 30,
                                                  ---------------------------------- ----------------------------------
                                                     2001        2000        2000       2001        2000       2000
                                                  Historical Pro Forma(a) Historical Historical Pro Forma(a) Historical
                                                  ---------- ---------    ---------- ---------- ---------    ----------
                                                                              (millions)
<S>                                                 <C>        <C>          <C>       <C>        <C>         <C>
Revenues
Cable............................................   $1,462     $1,280       $1,280    $2,849     $2,511      $2,511
Filmed Entertainment-Warner Bros.................    1,590      1,454        1,454     3,193      3,022       3,022
Networks.........................................      745        679          679     1,469      1,335       1,335
Intersegment elimination.........................     (169)      (100)        (100)     (341)      (244)       (244)
                                                    ------     ------       ------    ------     ------      ------
Total............................................   $3,628     $3,313       $3,313    $7,170     $6,624      $6,624
                                                    ======     ======       ======    ======     ======      ======
</TABLE>

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

<TABLE>
<CAPTION>
                                                     Three Months Ended June 30,         Six Months Ended June 30,
                                                  ---------------------------------- ----------------------------------
                                                     2001        2000        2000       2001        2000        2000
                                                  Historical Pro Forma(a) Historical Historical Pro Forma(a) Historical
                                                  ---------- ---------    ---------- ---------- ------------ ----------
                                                                              (millions)
<S>                                                   <C>        <C>        <C>       <C>        <C>         <C>
EBITDA(b)
Cable............................................     $667       $589       $590      $1,328     $1,168      $1,170
Filmed Entertainment-Warner Bros.................      161        158        159         261        302         304
Networks.........................................      156        118        118         314        221         222
Corporate........................................      (20)       (18)       (18)        (39)       (37)        (37)
                                                      ----       ----       ----      ------     ------      ------
Total............................................     $964       $847       $849      $1,864     $1,654      $1,659
                                                      ====       ====       ====      ======     ======      ======
</TABLE>

-------------------
(a)  2001 EBITDA reflects the impact of the America Online-Time Warner merger.
     In order to enhance comparability, pro forma EBITDA for 2000 is provided as
     if the Merger had occurred at the beginning of 2000, including certain
     reclassifications of TWE's historical operating results to conform to AOL
     Time Warner's financial statement presentation.
(b)  EBITDA represents business segment operating income (loss) before
     depreciation of tangible assets and amortization of intangible assets.
     After deducting depreciation of tangible assets and amortization of
     intangible assets, TWE reported operating income (loss) for the second
     quarter of $33 million in 2001 and $(58) million on a pro forma basis in
     2000 (operating income of $485 million on a historical basis). TWE reported
     operating income (loss) for the first six months of $11 million in 2001 and
     $(149) million on a pro forma basis in 2000 (operating income of $938
     million on a historical basis).


                                       20




<PAGE>

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


<TABLE>
<CAPTION>
                                                     Three Months Ended June 30,          Six Months Ended June 30,
                                                  ---------------------------------- ----------------------------------
                                                     2001        2000        2000        2001       2000        2000
                                                  Historical Pro Forma(a) Historical Historical Pro Forma(a) Historical
                                                  ---------- ---------    ---------- ---------- ---------    ----------
                                                                              (millions)
<S>                                                   <C>        <C>        <C>         <C>        <C>         <C>
Depreciation of Property, Plant and Equipment
Cable............................................     $235       $177       $191        $446       $349        $377
Filmed Entertainment-Warner Bros.................       21         23         22          42         45          44
Networks.........................................        8          9          9          16         16          16
Corporate........................................        1          1          1           2          3           3
                                                      ----       ----       ----        ----       ----        ----
Total............................................     $265       $210       $223        $506       $413        $440
                                                      ====       ====       ====        ====       ====        ====
</TABLE>

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

<TABLE>
<CAPTION>

                                                     Three Months Ended June 30,        Six Months Ended June 30,
                                                  ---------------------------------- ----------------------------------
                                                     2001        2000         2000       2001        2000       2000
                                                  Historical Pro Forma(a) Historical Historical Pro Forma(a) Historical
                                                  ---------- ---------    ---------- ---------- ---------    ----------
                                                                              (millions)
<S>                                                   <C>        <C>        <C>       <C>        <C>          <C>
Amortization of Intangible Assets(b)
Cable............................................     $473       $490        $109      $  961     $  981       $218
Filmed Entertainment-Warner Bros.................       97        103          31         195        205         61
Networks.........................................       96        102           1         191        204          2
                                                      ----       ----        ----      ------     ------       ----
Total............................................     $666       $695        $141      $1,347     $1,390       $281
                                                      ====       ====        ====      ======     ======       ====
</TABLE>

--------------------
(a)  2001 amortization reflects the impact of the America Online-Time Warner
     merger. In order to enhance comparability, pro forma amortization for 2000
     is provided as if the Merger had occurred at the beginning of 2000,
     including certain reclassifications of TWE's historical operating results
     to conform to AOL Time Warner's financial statement presentation.
(b)  Includes amortization relating to business combinations accounted for by
     the purchase method, substantially all of which arose in the merger of
     America Online and Time Warner in 2001.

         TWE's assets have significantly increased since December 31, 2000 due
to the consummation of the Merger and the allocation of the $147 billion cost to
acquire Time Warner to the underlying net assets of Time Warner, including the
net assets of TWE to the extent acquired, based on their respective estimated
fair values. Any excess of the purchase price over estimated fair value of the
net assets acquired was recorded as goodwill and allocated among AOL Time
Warner's business segments, including the business segments of TWE. As such,
TWE's assets by business segment are as follows:

<TABLE>
<CAPTION>
                                                                                             June 30,   December 31,
                                                                                               2001         2000
                                                                                            Historical  Pro Forma(a)
                                                                                            ----------  ---------
                                                                                                   (millions)
<S>                                                                                           <C>         <C>
Assets
Cable.......................................................................................  $56,660     $56,097
Filmed Entertainment-Warner Bros............................................................   16,946      16,825
Networks....................................................................................   11,309      11,654
Corporate...................................................................................      623         400
                                                                                              -------     -------
Total business segment assets...............................................................  $85,538     $84,976
                                                                                              =======     =======
</TABLE>

-------------------
(a)  2001 assets reflect the impact of the America Online-Time Warner merger. In
     order to enhance comparability, pro forma assets as of December 31, 2000
     are provided as if the Merger had occurred at the beginning of 2000. TWE's
     historical assets as of December 31, 2000 were $25.458 billion.


                                       21




<PAGE>

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


7. COMMITMENTS AND CONTINGENCIES

         In Six Flags Over Georgia LLC et al. v. Time Warner Entertainment
Company et al., following a trial in December 1998, the jury returned a verdict
for plaintiffs and against defendants, including TWE, on plaintiffs' claims for
breaches of fiduciary duty. The jury awarded plaintiffs approximately $197
million in compensatory damages and $257 million in punitive damages, and
interest has been accruing on those amounts at the Georgia annual statutory rate
of twelve percent. The Company has since paid the compensatory damages with
accrued interest. Payment of the punitive damages portion of the award with
accrued interest was stayed by the United States Supreme Court on March 1, 2001
pending the disposition of a certiorari petition with that Court, which was
filed by TWE on June 15, 2001.

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

8. ADDITIONAL FINANCIAL INFORMATION

Cash Flows

         Additional financial information with respect to cash flows is as
follows:

<TABLE>
<CAPTION>
                                                                                     Six Months Ended June 30,
                                                                                   ---------------------------------
                                                                                      2001       2000        2000
                                                                                   Historical  Pro Forma  Historical
                                                                                   ----------  ---------  ----------
                                                                                              (millions)
<S>                                                                                   <C>        <C>        <C>
Cash payments made for interest, net..............................................    $295       $251       $251
Cash payments made for income taxes, net..........................................      96         51         51
Noncash capital distributions.....................................................     476         36         36
</TABLE>

Other Expense, Net

         Other expense, net, consists of:

<TABLE>
<CAPTION>
                                                      Three Months Ended June 30,       Six Months Ended June 30,
                                                  ---------------------------------- -------------------------------
                                                     2001        2000        2000       2001      2000       2000
                                                  Historical Pro Forma    Historical Historical Pro Forma Historical
                                                  ---------- ---------    ---------- ---------- --------- ----------
                                                                              (millions)
<S>                                                     <C>       <C>        <C>       <C>        <C>        <C>
Other investment-related activity, principally
   losses on equity investees....................     $(41)     $(108)     $ (85)      $(74)     $(130)     $ (85)
Losses on asset securitization programs..........       (5)       (28)       (28)       (11)       (31)       (31)
Miscellaneous....................................       (1)         4          4         (2)        (8)        (8)
                                                      -----     -----      -----       ----      -----      -----
Total other expense, net.........................     $(47)     $(132)     $(109)      $(87)     $(169)     $(124)
                                                      =====     =====      =====       ====      =====      =====
</TABLE>

                                       22




<PAGE>

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


Other Current Liabilities

         Other current liabilities consist of:

<TABLE>
<CAPTION>
                                                                                June 30,   December 31, December 31,
                                                                                  2001         2000         2000
                                                                               Historical    Pro Forma   Historical
                                                                               ----------    ---------   ----------
         <S>                                                                  <C>          <C>          <C>
         Accrued expenses................................................       $1,823       $2,071       $2,071
         Accrued compensation............................................          238          352          352
         Deferred revenues...............................................          349          297          297
         Accrued income taxes............................................           44           79           79
                                                                                ------       ------       ------
         Total...........................................................       $2,454       $2,799       $2,799
                                                                                ======       ======       ======
</TABLE>



                                       23




<PAGE>


                              TWE GENERAL PARTNERS
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On June 30, 1992, thirteen direct or indirect subsidiaries of Time
Warner Companies, Inc. ("TW Companies") contributed the assets and liabilities
or the rights to the cash flows of substantially all of TW Companies' Filmed
Entertainment-Warner Bros., Cable Networks-HBO and Cable businesses to Time
Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"), for
general partnership interests, and each general partner guaranteed a pro rata
portion of substantially all of TWE's debt and accrued interest based on the
relative fair value of the net assets each contributed to TWE (the "General
Partner Guarantees"). Since then, eleven of the thirteen original general
partners have been merged or dissolved into the other two. Warner Communications
Inc. ("WCI") and American Television and Communications Corporation ("ATC") are
the two remaining general partners of TWE (collectively, the "General
Partners"). They have succeeded to the general partnership interests and have
assumed the General Partner Guarantees of the eleven former general partners.

         The General Partners in the aggregate hold 63.27% of the pro rata
priority capital ("Series A Capital") and residual equity capital ("Residual
Capital") of TWE and 100% of the junior priority capital ("Series B Capital") of
TWE. TW Companies holds, directly or indirectly, 11.22% of the Series A Capital
and Residual Capital limited partnership interests. The remaining 25.51% limited
partnership interests in the Series A Capital and Residual Capital of TWE are
held by MediaOne TWE Holdings, Inc. ("MediaOne"), a subsidiary of AT&T Corp.
("AT&T").

         AOL Time Warner Inc. and AT&T from time to time have engaged in
discussions regarding AT&T's interest in TWE. On February 28, 2001, AT&T
delivered to AOL Time Warner and TWE notice of its exercise of certain
registration rights under the TWE partnership agreement. Actions pursuant to the
notice were then suspended while discussions between AOL Time Warner and AT&T
regarding AT&T's interest in TWE continued. AT&T, AOL Time Warner and TWE have
now resumed the registration rights process that could result in the
registration for public sale or the purchase by TWE of some or all of AT&T's
interest in TWE.

         On January 11, 2001, America Online, Inc. ("America Online") and Time
Warner Inc. ("Time Warner") merged to form AOL Time Warner Inc. ("AOL Time
Warner"), the world's first fully integrated, Internet-powered media and
communications company (the "Merger"). As a result of the Merger, America Online
and Time Warner each became a wholly owned subsidiary of AOL Time Warner and WCI
and ATC each become an indirect, wholly owned, subsidiary of AOL Time Warner.

         Set forth below is a discussion of the results of operations and
financial condition of WCI, the only General Partner with independent business
operations. WCI conducts substantially all of AOL Time Warner's Music
operations, which include copyrighted music from many of the world's leading
recording artists that is produced and distributed by a family of established
record labels such as Warner Bros. Records, Atlantic Records, Elektra
Entertainment and Warner Music International. The financial position and results
of operations of ATC are principally derived from its investments in TWE, TW
Companies, Turner Broadcasting System, Inc. and Time Warner Telecom Inc., and
its revolving credit agreement with TW Companies. Capitalized terms are as
defined and described in the accompanying consolidated financial statements, or
elsewhere herein.

         As part of the integration of WCI's businesses into AOL Time Warner's
operating structure, management is pursuing various initiatives to enhance
efficiencies. Such initiatives, some of which have already been implemented,
include the consolidation of certain duplicative administrative and operational
functions and the restructuring of certain under-performing assets. For
additional information on the Merger and WCI's restructuring initiatives, see
Notes 1 and 2, respectively, to the accompanying consolidated financial
statements.




                                       24







<PAGE>


                              TWE GENERAL PARTNERS
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued)

Use of EBITDA

         WCI evaluates operating performance based on several factors, including
its primary financial measure of operating income (loss) before noncash
depreciation of tangible assets and amortization of intangible assets
("EBITDA"). WCI considers EBITDA an important indicator of the operational
strength and performance of its businesses, including the ability to provide
cash flows to service debt and fund capital expenditures. 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 WCI includes, among other factors, an analysis of changes in
business segment EBITDA. However, EBITDA should be considered in addition to,
not as a substitute for, operating income (loss), net income (loss) and other
measures of financial performance reported in accordance with generally accepted
accounting principles.

Transactions Affecting Comparability of Results of Operations

America Online-Time Warner Merger

         The Merger was accounted for by AOL Time Warner as an acquisition of
Time Warner under the purchase method of accounting for business combinations.
Under the purchase method of accounting, the estimated cost of approximately
$147 billion to acquire Time Warner, including transaction costs, was allocated
to its underlying net assets, including the net assets of the General Partners
and the net assets of TWE to the extent acquired, based on their respective
estimated fair values. Any excess of the purchase price over estimated fair
values of the net assets acquired was recorded as goodwill.

         As a result of the Merger, the accompanying historical operating
results and financial condition reflect reclassifications to conform to AOL Time
Warner's financial statement presentation, as follows:

o    Digital media results have been allocated to the business segments now
     responsible for managing those operations, including WCI's music
     operations;

o    Income and losses related to equity-method investments and gains and losses
     on the sale of investments have been reclassified from operating income
     (loss) to other income (expense), net; and

o    Corporate expenses have been reclassified to selling, general and
     administrative costs as a reduction of operating income (loss).

RESULTS OF OPERATIONS

Three Months Ended June 30, 2001 Compared to the Three Months Ended
June 30, 2000

         WCI had revenues of $895 million and net loss of $389 million for the
three months ended June 30, 2001, compared to revenues of $1.001 billion and net
income of $41 million for the three months ended June 30, 2000. EBITDA decreased
to $87 million in 2001 from $131 million in 2000. Operating income decreased to
a loss of $146 million in 2001 from operating income of $48 million in 2000.
Revenues decreased primarily due to the negative effect of changes in foreign
currency exchange rates on international recorded music operations, lower
industry-wide recorded music sales and higher product returns. The decrease in
EBITDA principally related to the reduction in revenues and





                                       25





<PAGE>


                              TWE GENERAL PARTNERS
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued)

higher marketing costs, including the cost of promoting new artists, offset in
part by higher income from DVD manufacturing operations and lower artist royalty
costs. The revenue decline relating to lower industry-wide sales levels could
continue into the third quarter of 2001, which could continue to affect
operating results negatively.

         WCI's equity in the pretax income (loss) of TWE was $(91) million for
the three months ended June 30, 2001, compared to $101 million for the three
months ended June 30, 2000. TWE's pretax income decreased in 2001 as compared to
2000 principally as a result of the Merger and the application of the purchase
method of accounting at TWE. This decrease was primarily as a result of
increased amortization of goodwill and other intangible assets recorded in
connection with the Merger.

         Interest expense, net, was $11 million for the three months ended June
30, 2001, compared to $1 million of interest expense, net, for the three months
ended June 30, 2000. The reason for the increase was the recognition of interest
associated with a long-term liability for artist contracts, which was
established as a result of the merger and the application of the purchase method
of accounting.

         There was other expense, net, of $120 million in 2001, compared to $26
million in 2000. The increase in other expense, net was principally because of
higher losses from certain investments accounted for under the equity method of
accounting. Such losses primarily relate to the amortization of goodwill
associated with these investments recorded in connection with the Merger.

         The relationship between income before income taxes and income tax
expense for the General Partners is principally affected by the amortization of
goodwill and certain other financial statement expenses that are not deductible
for income tax purposes. Income tax expense for each of the General Partners
includes all income taxes related to its allocable share of partnership income
and its equity in the income tax expense of corporate subsidiaries of TWE.

Six Months Ended June 30, 2001 Compared to the Six Months ended June 30, 2000

         WCI had revenues of $1.776 billion and net loss of $777 million for the
six months ended June 30, 2001, compared to revenues of $1.935 billion and net
loss of $162 million for the six months ended June 30, 2000. EBITDA decreased to
$181 million in 2001 from $232 million in 2000. Operating income decreased to a
loss of $280 million in 2001 from operating income of $70 million in 2000.
Revenues decreased primarily due to the negative effect of changes in foreign
currency exchange rates on international recorded music operations, lower
industry-wide recorded music sales and higher product returns. The decrease in
EBITDA principally related to the reduction in revenues and higher marketing
costs, including the cost of promoting new artists, offset in part by higher
income from DVD manufacturing operations and lower artist royalty costs. The
revenue decline relating to lower industry-wide sales levels could continue
into the third quarter of 2001, which could continue to affect operating
results negatively.

         WCI's equity in the pretax income (loss) of TWE was $(227) million for
the six months ended June 30, 2001, compared to $255 million for the six months
ended June 30, 2000. TWE's pretax income decreased in 2001 as compared to 2000
principally as a result of the Merger and the application of the purchase method
of accounting at TWE. This decrease was primarily as a result of increased
amortization of goodwill and other intangible assets recorded in connection
with the Merger.

         Interest expense, net, was $11 million for the six months ended June
30, 2001, compared to $1 million of interest expense, net, for the six months
ended June 30, 2000. The reason for the increase was the recognition of interest





                                       26






<PAGE>


                              TWE GENERAL PARTNERS
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued)

associated with a long-term liability for artist contracts, which was
established as a result of the merger and the application of the purchase method
of accounting.

         There was other expense, net, of $228 million in 2001, compared to $171
million in 2000. The increase in other expense, net was principally because of
higher losses from certain investments accounted for under the equity method of
accounting. Such losses primarily relate to the amortization of goodwill
associated with these investments recorded in connection with the Merger. The
higher losses were partially offset by the absence in 2001 of a $115 million
noncash pretax charge in 2000 to reduce the carrying value of WCI's investment
in Columbia House.

         The relationship between income before income taxes and income tax
expense for the General Partners is principally affected by the amortization of
goodwill and certain other financial statement expenses that are not deductible
for income tax purposes. Income tax expense for each of the General Partners
includes all income taxes related to its allocable share of partnership income
and its equity in the income tax expense of corporate subsidiaries of TWE.

FINANCIAL CONDITION AND LIQUIDITY
June 30, 2001

Financial Condition

         WCI had $60.4 billion of equity at June 30, 2001, compared to $8.8
billion of equity at December 31, 2000. The increase in equity is primarily as a
result of the Merger and the application of purchase accounting at WCI. Cash and
equivalents increased to $43 million at June 30, 2001, compared to $36 million
at December 31, 2000. WCI had no borrowings outstanding to TW Companies under
its revolving credit agreement at the end of either period.

         ATC had $29.7 billion of equity at June 30, 2001, compared to $2.1
billion at December 31, 2000. The increase is primarily as a result of the
Merger and the application of purchase accounting at ATC. Although ATC has no
independent operations, it is expected that additional tax-related and other
distributions from TWE, as well as availability under ATC's revolving credit
agreement with TW Companies, will continue to be sufficient to satisfy ATC's
obligations with respect to its tax sharing agreement with TW Companies for the
foreseeable future.

Cash Flows

         In the first six months of 2001, WCI's cash provided by operations
amounted to $405 million and reflected $181 million of EBITDA, $232 million of
distributions from TWE and $40 million of proceeds received under WCI's asset
securitization program, less $21 million of net income tax payments (net of $39
million received from TW Companies under a tax sharing agreement), $1 million of
net interest payments and $26 million related to an increase in other working
capital requirements. In the first six months of 2000, cash provided by WCI's
operations of $157 million reflected $232 million of EBITDA, $280 million of
distributions from TWE, less $36 million of net income taxes ($37 million of
which was paid to TW Companies under a tax sharing agreement), $20 million of
proceeds repaid under WCI's asset securitization program and $299 million
related to an increase in other working capital requirements.

         Cash used by investing activities was $138 million in the first six
months of 2001, compared to $75 million in the first six months of 2000 as a
result of an increase in investments and acquisitions.

         Cash used by financing activities was $260 million in the first six
months of 2001, compared to $137 million in the first six months of 2000 as a
result of increased dividend payments and increased advances to TW Companies.




                                       27





<PAGE>



                              TWE GENERAL PARTNERS
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION--(Continued)


         Management believes that WCI's operating cash flow and borrowing
availability under its revolving credit agreement with TW Companies are
sufficient to fund its capital and liquidity needs for the foreseeable future
without cash distributions from TWE above those permitted by existing
agreements.

         WCI and ATC have no claims on the assets and cash flows of TWE except
through the payment of certain reimbursements and cash distributions. During the
six months ended June 30, 2001, the General Partners received an aggregate $391
million of distributions from TWE, consisting of $50 million of tax-related
distributions and $341 million of stock option related distributions. During the
six months ended June 30, 2000, the General Partners received an aggregate $473
million of distributions, consisting of $284 million of tax-related
distributions and $189 million of stock option related distributions. Of such
aggregate distributions, WCI received $232 million during the six months ended
June 30, 2001 and $280 million in 2000 and ATC received $159 million during the
six months ended June 30, 2001 and $193 million in 2000.







                                       28




<PAGE>


                              TWE GENERAL PARTNERS
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    WCI                          ATC
                                                      -----------------------------    ------------------------------
                                                          June 30,     December 31,      June 30,     December 31,
                                                            2001           2000            2001           2000
                                                            ----           ----            ----           ----
                                                                                    (millions)
<S>                                                     <C>             <C>            <C>              <C>
ASSETS
Current assets
Cash and equivalents..................................  $    43         $    36        $     -          $    -
Receivables, less allowances of $237 and
   $267 million.......................................      767           1,708              -               -
Inventories...........................................      165             164              -               -
Prepaid expenses......................................      890             883              -               -
                                                        -------         -------        -------          ------

Total current assets..................................    1,865           2,791              -               -

Investments in and amounts due to and from TWE........   37,560           2,060         25,797           1,852
Investments in TW Companies...........................      103             103             60              60
Other investments.....................................    7,336           1,361          4,291             457
Music catalogues and copyrights.......................    2,941             704              -               -
Brands and trademarks.................................    1,672               -              -               -
Goodwill..............................................   11,621           3,463              -               -
Other assets, primarily property, plant and
   equipment..........................................      578             564              -               -
                                                        -------         -------        -------          ------

Total assets..........................................  $63,676         $11,046        $30,148          $2,369
                                                        =======         =======        =======          ======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts and royalties payable........................  $   915         $ 1,097        $     -          $    -
Other current liabilities.............................      591             515              -               -
                                                        -------         -------        -------          ------

Total current liabilities.............................    1,506           1,612              -               -

Long-term liabilities, including $686, $403, $489 and
   $294 million, respectively, due to TW Companies....    1,741             658            489             294

Shareholders' equity
Common stock..........................................        1               1              1               1
Preferred stock of WCI, $.01 par value, 90,000
   shares outstanding and $90 million liquidation
   preference.........................................        -               -              -               -
Paid-in capital.......................................   62,914           9,931         30,594           2,341
Retained earnings (deficit)...........................     (947)            329           (264)            386
                                                        -------         -------        -------          ------
                                                         61,968          10,261         30,331           2,728

Due from TW Companies, net............................     (953)           (899)          (336)           (317)
Reciprocal interest in TW Companies stock.............     (586)           (586)          (336)           (336)
                                                        -------         -------        -------          ------

Total shareholders' equity............................   60,429           8,776         29,659           2,075
                                                        -------         -------        -------          ------

Total liabilities and shareholders' equity............  $63,676         $11,046        $30,148          $2,369
                                                        =======         =======        =======          ======
</TABLE>


See accompanying notes.


                                       29





<PAGE>


                              TWE GENERAL PARTNERS
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           Three Months Ended June 30,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                WCI                    ATC
                                                                         ----------------        -----------------
                                                                         2001        2000        2001         2000
                                                                         ----        ----        ----         ----
                                                                                        (millions)
<S>                                                                    <C>        <C>           <C>          <C>
Content and other revenues(a)......................................    $ 895       $1,001       $   -        $  -
                                                                       -----       ------       -----        ----

Cost of revenues(a)................................................     (419)        (520)          -           -
Selling, general and administrative(a).............................     (413)        (371)          -           -
Amortization of goodwill and other intangibles.....................     (209)         (62)          -           -
                                                                       -----       ------       -----        ----

Operating income (loss)............................................     (146)          48           -           -
Equity in pretax income (loss) of TWE(a)...........................      (91)         101         (62)         69
Interest expense, net..............................................      (11)          (1)          -           -
Other income (expense), net(a).....................................     (120)         (26)        (74)         12
                                                                       -----       ------       -----        ----

Income (loss) before income taxes..................................     (368)         122        (136)         81
Income tax expense(a)..............................................      (21)         (81)        (16)        (45)
                                                                       -----       ------       -----        ----

Net income (loss)..................................................    $(389)      $   41       $(152)       $ 36
                                                                       =====       ======       =====        ====
</TABLE>

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

<TABLE>
<S>                                                                     <C>         <C>          <C>         <C>
       Revenues....................................................     $ 62        $  68        $  -        $  -
       Cost of revenues............................................       (1)          (2)          -           -
       Selling, general and administrative.........................      (28)         (11)          -           -
       Equity in pretax income (loss) of TWE.......................      (28)         (25)          -           -
       Other income (expense), net.................................       (2)          (4)          -           -
       Income tax benefit (expense)................................        7          (50)         (3)        (35)
</TABLE>


See accompanying notes.


                                       30






<PAGE>


                              TWE GENERAL PARTNERS
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            Six Months Ended June 30,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                WCI                    ATC
                                                                         ----------------        --------------
                                                                         2001        2000        2001      2000
                                                                         ----        ----        ----      ----
                                                                                        (millions)
<S>                                                                   <C>         <C>           <C>       <C>
Content and other revenues(a)......................................   $1,776       $1,935       $   -      $   -
                                                                      ------       ------       -----      -----

Cost of revenues(a)................................................     (801)        (997)          -          -
Selling, general and administrative(a).............................     (840)        (747)          -          -
Amortization of goodwill and other intangibles.....................     (415)        (121)          -          -
                                                                      ------       ------       -----      -----

Operating income (loss)............................................     (280)          70           -          -
Equity in pretax income (loss) of TWE(a)...........................     (227)         255        (155)       175
Interest expense, net..............................................      (11)          (1)          -          -
Other income (expense), net(a).....................................     (228)        (171)       (146)        21
                                                                      ------       ------       -----      -----

Income (loss) before income taxes and cumulative effect of
     accounting change.............................................     (746)         153        (301)       196
Income tax expense(a)..............................................      (31)        (113)        (15)       (93)
                                                                      ------       ------       -----      -----

Income (loss) before cumulative effect of accounting change........     (777)          40        (316)       103
Cumulative effect of accounting change, net of $135 million
     income tax benefit for WCI and $91 million income tax
     benefit for ATC...............................................        -         (202)          -       (136)
                                                                      ------       ------       -----      -----

Net loss...........................................................   $ (777)      $ (162)      $(316)     $ (33)
                                                                      ======       ======       =====      =====
</TABLE>

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

<TABLE>
<S>                                                                    <C>           <C>       <C>         <C>
       Revenues....................................................    $ 111         $143      $    -      $    -
       Cost of revenues............................................       (2)          (5)          -           -
       Selling, general and administrative.........................       (9)          (5)          -           -
       Equity in pretax income (loss) of TWE.......................      (50)         (58)          -           -
       Other income (expense), net.................................       16            2           -           -
       Income tax benefit (expense)................................       39          (37)          9         (68)
</TABLE>


See accompanying notes.


                                       31




<PAGE>


                              TWE GENERAL PARTNERS
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            Six Months Ended June 30,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               WCI                        ATC
                                                                       --------------------    ----------------------
                                                                        2001         2000        2001         2000
                                                                        ----         ----        ----         ----
                                                                                        (millions)
<S>                                                                    <C>          <C>         <C>          <C>
OPERATIONS
Net loss...........................................................    $(777)       $(162)      $(316)       $(33)
Adjustments for noncash and nonoperating items:
     Cumulative effect of accounting change........................        -          202           -         136
     Depreciation and amortization.................................      461          162           -           -
     Excess of distributions over equity in pretax income of TWE...      459           25         314          18
     Equity in losses (income) of other investee companies after
       distributions...............................................      224           37         146         (10)
Changes in operating assets and liabilities........................       38         (107)         14         103
                                                                       -----        -----       -----       -----

Cash provided by operations........................................      405          157         158         214
                                                                       -----        -----       -----       -----

INVESTING ACTIVITIES
Investments and acquisitions.......................................      (68)         (10)          -           -
Capital expenditures...............................................      (70)         (65)          -           -
                                                                       -----        -----       -----       -----

Cash used by investing activities..................................     (138)         (75)          -           -
                                                                       -----        -----       -----       -----

FINANCING ACTIVITIES
Dividends..........................................................     (206)        (115)       (139)        (77)
Increase in amounts due from TW Companies, net.....................      (54)         (22)        (19)       (137)
                                                                       -----        -----       ------      -----

Cash used by financing activities..................................     (260)        (137)       (158)       (214)
                                                                       -----        -----       -----       -----

INCREASE (DECREASE) IN CASH AND EQUIVALENTS........................        7          (55)          -           -

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD........................       36          107           -           -
                                                                       -----        -----       -----       -----

CASH AND EQUIVALENTS AT END OF PERIOD..............................    $  43        $  52       $   -       $   -
                                                                       =====        =====       =====       =====
</TABLE>


See accompanying notes.


                                       32




<PAGE>


                              TWE GENERAL PARTNERS
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                            Six Months Ended June 30,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              WCI                     ATC
                                                                     -------------------      -------------------
                                                                     2001           2000      2001          2000
                                                                     ----           ----      ----          ----
                                                                                       (millions)
<S>                                                                  <C>           <C>        <C>          <C>
BALANCE AT BEGINNING OF PERIOD.....................................  $ 8,776       $8,737     $ 2,075      $2,137

Net loss...........................................................     (777)        (162)       (316)        (33)
Other comprehensive loss...........................................      (13)         (25)         (3)        (15)
                                                                     -------       ------     -------      ------
Comprehensive loss.................................................     (790)        (187)       (319)        (48)

Increase in stock option distribution liability to
   TW Companies(a).................................................     (484)        (133)       (333)        (92)
Dividends..........................................................       (4)        (698)          -           -
Transfers to TW Companies, net.....................................      (53)         673         (19)       (137)
Allocation of a portion of the purchase price of the America
   Online-Time Warner merger to WCI and ATC........................   52,982            -      28,253           -
Other..............................................................        2            5           2           6
                                                                     -------       ------     -------      ------

BALANCE AT END OF PERIOD...........................................  $60,429       $8,397     $29,659      $1,866
                                                                     =======       ======     =======      ======
</TABLE>

------------------
(a)  The General Partners record distributions to TW Companies and a
     corresponding receivable from TWE as a result of the stock option related
     distribution provisions of the TWE partnership agreement. Stock option
     distributions of $484 million and $133 million for WCI and $333 million and
     $92 million for ATC were accrued in the first six months of 2001 and 2000,
     respectively, because of an increase in the market price of AOL Time Warner
     common stock (Note 4).


See accompanying notes.


                                       33




<PAGE>


                              TWE GENERAL PARTNERS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

         On June 30, 1992, thirteen direct or indirect subsidiaries of Time
Warner Companies, Inc. ("TW Companies") contributed the assets and liabilities
or the rights to the cash flows of substantially all of TW Companies' Filmed
Entertainment-Warner Bros., Cable Networks-HBO and Cable businesses to Time
Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"), for
general partnership interests, and each general partner guaranteed a pro rata
portion of substantially all of TWE's debt and accrued interest based on the
relative fair value of the net assets each contributed to TWE (the "General
Partner Guarantees," see Note 5). Since then, eleven of the thirteen original
general partners have been merged or dissolved into the other two. Warner
Communications Inc. ("WCI") and American Television and Communications
Corporation ("ATC") are the two remaining general partners of TWE. They have
succeeded to the general partnership interests and have assumed the General
Partner Guarantees of the eleven former general partners. WCI, ATC and, where
appropriate, the former general partners are referred to herein as the "General
Partners."

         WCI conducts substantially all of TW Companies's Music operations,
which include copyrighted music from many of the world's leading recording
artists that is produced and distributed by a family of established record
labels such as Warner Bros. Records, Atlantic Records, Elektra Entertainment and
Warner Music International. ATC does not conduct operations independent of its
ownership interests in TWE and certain other investments.

         On January 11, 2001, America Online, Inc. ("America Online") and Time
Warner Inc. ("Time Warner") merged to form AOL Time Warner Inc. ("AOL Time
Warner"), the world's first fully integrated, Internet-powered media and
communications company (the "Merger"). As a result of the Merger, America Online
and Time Warner each became a wholly owned subsidiary of AOL Time Warner and WCI
and ATC each became an indirect, wholly owned, subsidiary of AOL Time Warner.

Basis of Presentation

America Online-Time Warner Merger

         The Merger has been accounted for by AOL Time Warner as an acquisition
of Time Warner under the purchase method of accounting for business
combinations. Under the purchase method of accounting, the cost of approximately
$147 billion to acquire Time Warner, including transaction costs, was allocated
to its underlying net assets, including the net assets of the General Partners,
based on their respective estimated fair values. The excess of the purchase
price over the estimated fair values of the net assets acquired was recorded as
goodwill. A preliminary allocation of the excess of the purchase price,
including transaction costs, over the book value of the General Partners' net
assets to the extent acquired has been made to goodwill and other intangible
assets, including, for WCI, music catalogues and music copyrights and brands and
trademarks. The goodwill and identified intangible assets are being amortized on
a straight-line basis over the following weighted-average useful lives:



                                       34







<PAGE>


                              TWE GENERAL PARTNERS
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                           Weighted-Average
                                                                              Useful Life
                                                                              -----------
                                                                                (Years)
         <S>                                                                   <C>
         Music catalogues and copyrights.....................................     20
         Brands and trademarks...............................................     30
         Goodwill............................................................     20
</TABLE>

         The estimates of the fair values and weighted average useful lives of
net assets acquired, identified intangibles and goodwill are based upon a
preliminary estimate. Additional work needs to be completed in finalizing the
allocation of the purchase price to net assets, identified intangibles and
goodwill acquired. WCI does not expect the final allocation of the purchase
price to differ materially from the amounts included in the accompanying
consolidated financial statements.

         As discussed further below, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets," which provides, among other things, for the
nonamortization of goodwill and intangible assets with indefinite useful
lives. Consequently, goodwill and some intangible assets recognized in
connection with the Merger will no longer be amortized, beginning in the first
quarter of 2002.

         As a result of the Merger, WCI's historical operating results reflect
reclassifications to conform to the combined AOL Time Warner's financial
statement presentation, as follows:

o    Digital media results have been allocated to the business segments now
     responsible for managing those operations, including WCI's music
     operations;

o    Income and losses related to equity-method investments and gains and losses
     on the sale of investments have been reclassified from operating income
     (loss) to other income (expense), net; and

o    Corporate services have been reclassified to selling, general and
     administrative costs as a reduction of operating income (loss).

Interim Financial Statements

         The accompanying consolidated financial statements are unaudited but,
in the opinion of management, contain all the adjustments (consisting of those
of a normal recurring nature) considered necessary to present fairly the
financial position and the results of operations and cash flows for the periods
presented in conformity with generally accepted accounting principles applicable
to interim periods. The accompanying consolidated financial statements should be
read in conjunction with the audited consolidated financial statements of the
General Partners included in AOL Time Warner's Current Report on Form 8-K/A
dated January 11, 2001, filed February 9, 2001 (the "2000 Financial
Statements").

Cumulative Effect of Change in Film Accounting Principle

         In June 2000, Time Warner and TWE adopted Statement of Position 00-2,
"Accounting by Producers and Distributors of Films" ("SOP 00-2"). SOP 00-2
established new film accounting standards, including changes in revenue
recognition and accounting for advertising, development and overhead costs.
Specifically, SOP 00-2 requires advertising costs for theatrical and television
product to be expensed as incurred. This compares to Time Warner's and TWE's


                                       35







<PAGE>



                              TWE GENERAL PARTNERS
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
                                   (Unaudited)

previous policy of first capitalizing and then expensing advertising costs for
theatrical product over the related revenue streams. In addition, SOP 00-2
requires development costs for abandoned projects and certain indirect overhead
costs to be charged directly to expense, instead of those costs being
capitalized to film costs, which was required under the previous accounting
model. SOP 00-2 also requires all film costs to be classified in the balance
sheet as noncurrent assets. Provisions of SOP 00-2 in other areas, such as
revenue recognition, generally are consistent with Time Warner's and TWE's
previous accounting policies.

         Time Warner and TWE adopted the provisions of SOP 00-2 retroactively to
the beginning of 2000. Because WCI and ATC have investments in TWE and other
Time Warner consolidated subsidiaries, which are accounted for under the equity
method, net income for the six months ended June 30, 2000 includes a one-time,
noncash, after-tax charge of $202 million for WCI and $136 million for ATC.
These charges have been reflected as a cumulative effect of an accounting change
in the accompanying consolidated statement of operations for the six months
ended June 30, 2000.

Revenue Classification Changes

Securities and Exchange Commission Staff Accounting Bulletin No. 101

         In the fourth quarter of 2000, WCI adopted Securities and Exchange
Commission ("SEC") Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" ("SAB 101"). SAB 101 clarifies certain existing accounting
principles for the timing of revenue recognition and the classification of
revenues in financial statements. While WCI's existing revenue recognition
policies were consistent with the provisions of SAB 101, the new rules resulted
in changes as to how revenues from certain transactions are classified. As a
result of applying the provisions of SAB 101, WCI's revenues and costs were
reduced by an equal amount of $45 million during the second quarter of 2000 and
$62 million during the six months ended June 30, 2000.

Emerging Issues Task Force Issue No. 00-25

         In April 2001, the FASB's Emerging Issues Task Force ("EITF") reached a
final consensus EITF Issue No. 00-25 "Vendor Income Statement Characterization
of Consideration Paid to a Reseller of the Vendor's Products" ("EITF 00-25").
EITF 00-25 will be effective for WCI and ATC in the first quarter of 2002.
EITF 00-25 clarifies the income statement classification of costs that are
incurred by a vendor in connection with the reseller's purchase or promotion of
the vendor's products, resulting in certain cooperative advertising and product
placement costs previously classified as selling expenses to be reflected as a
reduction of revenues earned from that activity. WCI and ATC are in the process
of evaluating the overall impact of EITF 00-25 on its consolidated financial
statements. However, neither WCI nor ATC believes the impact of adopting EITF
00-25 will be material to their financial statements.

Transfers and Servicing of Financial Assets and Extinguishments of Liabilities

         In September 2000, the FASB issued Statement of Financial Accounting
Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities--a Replacement of FASB Statement No. 125"
("FAS 140"). FAS 140 revises the criteria for accounting for securitizations
and other transfers of financial assets and collateral. In addition, FAS 140
requires certain additional disclosures. Except for the new disclosure
provisions, which were effective for the year ended December 31, 2000, FAS 140
is effective for


                                       36







<PAGE>


                              TWE GENERAL PARTNERS
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
                                   (Unaudited)

the transfer of financial assets occurring after June 30, 2001. Management does
not expect the provisions of FAS 140 to have a significant effect on WCI or
ATC's consolidated financial statements.

Accounting for Business Combinations

         In July 2001, the FASB issued Statements of Financial Accounting
Standards No. 141, "Business Combinations" ("FAS 141") and No. 142, "Goodwill
and Other Intangible Assets" ("FAS 142"). These standards change the accounting
for business combinations by, among other things, prohibiting the prospective
use of pooling-of-interests accounting and requiring companies to stop
amortizing goodwill and certain intangible assets with an indefinite useful life
created by business combinations accounted for using the purchase method of
accounting. Instead, goodwill and intangible assets deemed to have an indefinite
useful life will be subject to an annual review for impairment. The new
standards generally will be effective for WCI and ATC in the first quarter of
2002 and for purchase business combinations consummated after June 30, 2001. WCI
and ATC are in the process of quantifying the anticipated impact of adopting the
provisions of FAS 142, which is expected to be significant.

         Upon adoption, WCI and ATC will stop amortizing goodwill, including
goodwill included in the carrying value of certain investments accounted for
under the equity method of accounting. Based on current levels of goodwill,
this would reduce WCI's annual amortization expense by approximately $770
million, equity in the pretax loss of TWE by approximately $800 million and
other expense, net, by approximately $300 million. The impact on ATC would be
an annual reduction in the equity in the pretax loss of TWE by approximately
$550 million and other expense, net, by approximately $225 million. Because
goodwill amortization is nondeductible for tax purposes, the impact of stopping
goodwill amortization and the amortization of goodwill included in the carrying
value of equity investees would be to increase WCI's and ATC's annual net income
by approximately $1.9 billion and $775 million, respectively.

         In addition, WCI and TWE are in the process of evaluating certain
intangible assets to determine whether they are deemed to have an indefinite
useful life. As a result of this process, WCI and TWE may be prohibited from
amortizing certain intangible assets, which will serve to further increase both
WCI's and ATC's earnings. For WCI, annual pretax amortization could be further
reduced by up to $60 million, annual equity in the pretax loss of TWE could be
further reduced by approximately $350 million to $450 million and annual other
expense, net, could be further reduced by up to $20 million, all of which would
have a corresponding after-tax increase on WCI's net income of approximately
$200 million to $320 million. For ATC, annual equity in the pretax loss of TWE
could be further reduced by approximately $250 million to $300 million, which
would have a corresponding after-tax increase on ATC's net income of
approximately $150 million to $180 million.

Reclassifications

         Certain reclassifications have been made to the prior year's financial
statements to conform to the 2001 presentation.

2. MERGER-RELATED COSTS

America Online-Time Warner Merger

         In connection with the Merger, WCI has reviewed its operations and
implemented several restructuring plans ("restructuring plans"). As part of the
restructuring plans, WCI recorded a restructuring liability of approximately
$312




                                       37







<PAGE>


                              TWE GENERAL PARTNERS
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
                                   (Unaudited)

million during the first quarter of 2001. The restructuring liability is
for costs to be incurred for exiting and consolidating activities at WCI, as
well as costs incurred to terminate employees of WCI.

         Of the total restructuring costs, $225 million related to work force
reductions and represented employee termination benefits. Because certain
employees can defer receipt of termination benefits for up to 24 months, cash
payments will continue after the employee has been terminated. Termination
payments of approximately $15 million were made in the second quarter of 2001.
No payments were made during the first quarter. As of June 30, 2001, the
remaining liability of approximately $210 million was primarily classified as a
current liability in WCI's accompanying consolidated balance sheet.

         The restructuring charge also includes approximately $87 million
associated with exiting certain activities. The restructuring charge associated
with exiting activities specifically includes incremental costs and contractual
obligations for items such as leasehold termination payments and other facility
exit costs incurred as a direct result of these plans, which will not have
future benefits. Payments of approximately $6 million were made against this
liability in the second quarter of 2001. No payments were made during the first
quarter. As of June 30, 2001, the remaining liability of $81 million was
primarily classified as a long-term liability in WCI's accompanying consolidated
balance sheet.

         The restructuring costs recorded in the first six months of 2001 are
based on WCI's restructuring plans that have been committed to by management.
These integration plans are expected to be broadened to include additional
restructuring initiatives as management continues to evaluate the integration
of the combined companies and complete its purchase price allocation.

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

<TABLE>
<CAPTION>
                                                       Employee           Other
                                                     Termination       Exit Costs         Total
                                                     ------------     ------------    ------------
<S>                                                        <C>               <C>            <C>
Initial accruals                                           $225              $87            $312

Incremental accruals                                          -                -               -

Cash paid                                                   (15)              (6)            (21)
                                                     ------------     ------------    ------------

Restructuring liability as of June 30, 2001                $210               $81           $291
                                                     ============     ============    ============
</TABLE>

3. COLUMBIA HOUSE INVESTMENT WRITE-DOWN

         In March 2000, the proposed merger between CDNOW, Inc. and Columbia
House was terminated. In connection with the termination of the merger, the risk
associated with the timely execution of certain strategic alternatives for
Columbia House's operations and the transformation of Columbia House's
traditional business model to an online one increased. As a result, Time
Warner's management concluded that the decline in Columbia House's business was
likely to continue through the near term. As such, WCI recorded a $115 million
noncash pretax charge in the first quarter of 2000 to reduce the carrying value
of its investment in Columbia House to an estimate of its fair value. The charge
has been included in other income (expense), net, in the accompanying
consolidated statement of operations for the six months ended June 30, 2000.



                                       38







<PAGE>


                              TWE GENERAL PARTNERS
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
                                   (Unaudited)


4. INVESTMENT in TWE

         The General Partners' investment in and amounts due to and from TWE at
June 30, 2001 and December 31, 2000 consists of the following:

<TABLE>
<CAPTION>
         June 30, 2001                                                                          WCI        ATC
         -------------                                                                          ---        ---
                                                                                                   (millions)
         <S>                                                                                <C>         <C>
         Investment in TWE.................................................................. $ 36,804    $ 25,326
         Stock option related distributions due from TWE....................................      686         471
         Other net receivables due from TWE.................................................       70           -
                                                                                             --------    --------
         Total.............................................................................. $ 37,560    $ 25,797
                                                                                             ========    ========
</TABLE>


<TABLE>
<CAPTION>
         December 31, 2000                                                                      WCI        ATC
         -----------------                                                                      ---        ---
                                                                                                   (millions)
         <S>                                                                                <C>         <C>
         Investment in TWE..................................................................   $2,242      $1,575
         Stock option related distributions due from TWE....................................      404         277
         Other net liabilities due to TWE, principally related to home video distribution...     (586)          -
                                                                                               ------      ------
         Total..............................................................................   $2,060      $1,852
                                                                                               ======      ======
</TABLE>

Partnership Structure and Allocation of Income

         TWE is a Delaware limited partnership that was capitalized on June 30,
1992 to own and operate substantially all of the Filmed Entertainment-Warner
Bros., Cable Networks-HBO and Cable businesses previously owned by the
General Partners. The General Partners in the aggregate hold 63.27% of the pro
rata priority capital ("Series A Capital") and residual equity capital
("Residual Capital") of TWE and 100% of the junior priority capital ("Series B
Capital") of TWE. TW Companies, directly or indirectly, holds 11.22% of the
Series A Capital and Residual Capital limited partnership interests. The
remaining 25.51% limited partnership interests in the Series A Capital and
Residual Capital of TWE are held by MediaOne TWE Holdings, Inc. ("MediaOne"), a
subsidiary of AT&T Corp.

         The TWE partnership agreement provides for special allocations of
income, loss and distributions of partnership capital, including priority
distributions in the event of liquidation. A portion of TWE's net income has
been allocated to the limited partnership interests.

Summarized Financial Information of TWE

         Set forth below is summarized financial information of TWE. The
comparability of TWE's summarized financial information has been affected by a
number of significant transactions and nonrecurring items. Specifically, for the
first six months of 2000, the operating results include (i) net pretax losses of
approximately $8 million recognized in the second quarter relating to the sale
or exchange of various cable television systems and investments, (ii) a $50
million pretax charge in the second quarter related to the Six Flags
Entertainment Corporation ("Six Flags") litigation, (iii) a pretax gain of $10
million in the first quarter relating to the partial recognition of a deferred
gain on the 1998 sale of Six Flags and (iv) a noncash charge of $524 million in
the first quarter reflecting the cumulative effect of an accounting change in
connection with the adoption of a new film accounting standard. For a more
comprehensive description of the noncash charge from the cumulative effect of an
accounting change, see Note 1 to the accompanying TWE consolidated financial
statements. In addition, as a result of the Merger and the application of the
purchase method of accounting to TWE, the accompanying summarized historical
operating results and financial condition for TWE are no longer comparable to
2001. Accordingly, in order to enhance comparability and make an analysis of
2001 meaningful pro forma financial information for 2000 has been provided
supplementally as if the Merger had occurred on January




                                       39




<PAGE>


                              TWE GENERAL PARTNERS
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
                                   (Unaudited)

1, 2000. For a more comprehensive description of the impact of the Merger on
TWE, see Notes 1 and 2 to the accompanying TWE consolidated financial
statements.

<TABLE>
<CAPTION>
                                                      Three Months Ended June 30,      Six Months Ended June 30,
                                                    ------------------------------- -------------------------------
                                                       2001      2000       2000       2001      2000       2000
                                                    Historical Pro Forma Historical Historical Pro Forma Historical
                                                    ---------- --------- ---------- ---------- --------- ----------
                                                                              (millions)
<S>                                                 <C>         <C>        <C>        <C>        <C>       <C>
Operating Statement Information
Revenues..........................................  $ 3,628     $3,313     $3,313     $7,170     $6,624    $6,624
Operating income (loss)...........................       33        (58)       485         11       (149)      938
Interest expense, net.............................     (142)      (163)      (163)      (295)      (301)     (301)
Other expense, net................................      (47)      (132)      (109)       (87)      (169)     (124)
Minority interest.................................      (70)       (43)       (43)      (173)       (83)      (83)
Income (loss) before income taxes and ............
     cumulative effect of an accounting change....     (226)      (396)       170       (544)      (702)      430
Income (loss) before cumulative effect of an
     accounting change............................     (232)      (421)       145       (582)      (763)      369
Net income (loss).................................     (232)      (421)       145       (582)    (1,287)     (155)
</TABLE>

<TABLE>
<CAPTION>

                                                                                      Six Months Ended June 30,
                                                                                  ---------------------------------
                                                                                     2001       2000        2000
                                                                                  Historical  Pro Forma  Historical
                                                                                  ----------  ---------  ----------
                                                                                             (millions)

<S>                                                                             <C>        <C>        <C>
Cash Flow Information
Cash provided by operations.....................................................   $ 1,017    $ 1,675    $ 1,675
Investments and acquisitions....................................................      (702)      (231)      (231)
Capital expenditures............................................................    (1,003)      (894)      (894)
Investment proceeds.............................................................        32         74         74
Borrowings......................................................................     3,633        894        894
Debt repayments.................................................................    (2,528)    (1,317)    (1,317)
Capital distributions...........................................................      (391)      (473)      (473)
Other...........................................................................       (71)       (66)       (66)
Decrease in cash and equivalents................................................       (13)      (338)      (338)
</TABLE>

<TABLE>
<CAPTION>

                                                                                   June 30,  December 31,  December 31,
                                                                                     2001        2000         2000
                                                                                  Historical  Pro Forma    Historical
                                                                                  ----------  ---------    ----------
                                                                                             (millions)

<S>                                                                               <C>        <C>        <C>
Balance Sheet Information
Cash and equivalents............................................................  $    293   $    306    $    306
Total current assets............................................................     4,984      4,911       4,911
Total assets....................................................................    85,538     84,976      25,458
Total current liabilities.......................................................     6,304      6,498       6,498
Long-term debt .................................................................     8,467      7,108       7,108
Minority interests..............................................................     1,976      1,881       1,881
Partners' capital...............................................................    65,064     66,444       6,926
</TABLE>

Capital Distributions

         The assets and cash flows of TWE are restricted by the TWE partnership
and credit agreements and are unavailable for use by the partners except through
the payment of certain fees, reimbursements, cash distributions and loans, which
are subject to limitations. At June 30, 2001 and December 31, 2000, the General
Partners had recorded $1.157 billion and $681 million, respectively, of stock
option related distributions due from TWE, based on closing prices of AOL Time
Warner stock of $53.00 at June 30, 2001 and $34.80 as of December 31, 2000. The
General Partners are paid

                                       40





<PAGE>


                              TWE GENERAL PARTNERS
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
                                   (Unaudited)

when the options are exercised. The General Partners
also receive tax-related distributions from TWE on a current basis. During the
six months ended June 30, 2001, the General Partners received cash distributions
from TWE in the amount of $391 million, consisting of $50 million of tax-related
distributions and $341 million of stock option related distributions. During the
six months ended June 30, 2000, the General Partners received cash distributions
from TWE in the amount of $473 million, consisting of $284 million of
tax-related distributions and $189 million of stock option related
distributions. Of such aggregate distributions, WCI received $232 million during
the first six months of 2001 and $280 million in 2000 and ATC received $159
million during the first six months of 2001 and $193 million in 2000.

5.       GENERAL PARTNER GUARANTEES

         Each General Partner has guaranteed a pro rata portion of approximately
$3.9 billion of TWE's debt and accrued interest at June 30, 2001, based on the
relative fair value of the net assets each General Partner (or its predecessor)
contributed to TWE. Such indebtedness is recourse to each General Partner only
to the extent of its guarantee. There are no restrictions on the ability of the
General Partner guarantors to transfer assets, other than TWE assets, to parties
that are not guarantors.

         The portion of TWE debt and accrued interest at June 30, 2001 that was
guaranteed by each General Partner is set forth below:

<TABLE>
<CAPTION>

                                                                                               Total Guaranteed by
                                                                                              Each General Partner
                                                                                              --------------------
         General Partner                                                                           %       Amount
         ---------------                                                                         -----     ------
                                                                                              (dollars in millions)

         <S>                                                                                     <C>       <C>
         WCI..............................................................................       59.27     $2,334
         ATC..............................................................................       40.73      1,604
                                                                                                ------     ------
         Total............................................................................      100.00     $3,938
                                                                                                ======     ======
</TABLE>

6.       COMMITMENTS AND CONTINGENCIES

         In Six Flags Over Georgia LLC et al. v. Time Warner Entertainment
Company et al., following a trial in December 1998, the jury returned a verdict
for plaintiffs and against defendants, including TWE, on plaintiffs' claims for
breaches of fiduciary duty. The jury awarded plaintiffs approximately $197
million in compensatory damages and $257 million in punitive damages, and
interest has been accruing on those amounts at the Georgia annual statutory rate
of twelve percent. The Company has since paid the compensatory damages with
accrued interest. Payment of the punitive damages portion of the award with
accrued interest was stayed by the United States Supreme Court on March 1, 2001
pending the disposition of a certiorari petition with that Court, which was
filed by TWE on June 15, 2001.

         WCI is subject to a number of state and federal class action lawsuits
as well as an action brought by a number of state Attorneys General alleging
unlawful horizontal and vertical agreements to fix the prices of compact discs
by the major record companies. Although WCI believes that, as to each of these
actions, the cases have no merit, adverse jury verdicts could result in a
material loss. WCI is unable to predict the outcomes of the litigation and
cannot reasonably estimate a range of possible loss given the current status of
the cases. Two competition investigations also are currently pending in Europe.
WCI is cooperating in these investigations, but is unable to predict their
outcomes given their current status.

         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


                                       41





<PAGE>


                              TWE GENERAL PARTNERS
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
                                   (Unaudited)

matters (including those matters described above), and developments or
assertions by or against WCI or TWE relating to intellectual property rights
and intellectual property licenses, could have a material adverse effect on
WCI's business, financial condition and operating results.

7.       ADDITIONAL FINANCIAL INFORMATION

         Additional financial information with respect to cash flows is as
follows:

<TABLE>
<CAPTION>
                                                                                    Six Months Ended June 30,
                                                                            --------------------------------------
                                                                                    2001                    2000
                                                                            ------------------      ---------------
                                                                               WCI       ATC         WCI      ATC
                                                                               ---       ---         ---      ---
                                                                                            (millions)
         <S>                                                               <C>        <C>          <C>     <C>
         Cash payments made for interest.................................    $   6     $   -       $   5     $  -
         Interest income received........................................        5         -           5        -
         Net cash payments (refunds) for income taxes....................       21        (9)         36       68
         Tax-related distributions received from TWE.....................       30        20         168      116
         Noncash capital distributions, net..............................     (484)     (333)       (133)     (92)
</TABLE>

Noncash financing activities in 2000 included the settlement of WCI's note
receivable from TW Companies through a WCI dividend in the amount of $695
million to TW Companies.







                                       42





<PAGE>

                           Part II. Other Information

Item 1.   Legal Proceedings.

         Reference is made to Six Flags Over Georgia LLC et al. v. Time Warner
Entertainment Company, L.P., described on pages I-20 and I-21 of TWE's Annual
Report on Form 10-K for the year ended December 31, 2000 (the "2000 Form 10-K").
On June 15, 2001, TWE filed a petition for certiorari with the U.S. Supreme
Court.

         Reference is made to the state lawsuits which are related to the
Ottinger & Silvey et al. v. EMI Music Distribution, Inc. et al litigation
referred to on page I-21 of TWE's 2000 Form 10-K and page 37 of TWE's Form 10-Q
for the quarter ended March 31, 2001. Motions to dismiss were partially granted
in two states and denied in a third.


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

         (a)  Exhibits.

         None.

         (b)  Reports on Form 8-K.

         No Current Report on Form 8-K was filed by TWE during the quarter ended
June 30, 2001.






                                       43






<PAGE>


                     TIME WARNER ENTERTAINMENT COMPANY, L.P.
                            AND TWE GENERAL PARTNERS

                                   SIGNATURES


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

                                         TIME WARNER ENTERTAINMENT COMPANY, L.P.
                                         By: Warner Communications Inc.,
                                               as General Partner


                                         By    /s/  J. Michael Kelly
                                            -----------------------------
                                         Name:   J. Michael Kelly
                                         Title:  Executive Vice President and
                                                 Chief Financial Officer

                                         AMERICAN TELEVISION AND COMMUNICATIONS
                                         CORPORATION
                                         WARNER COMMUNICATIONS INC.


                                         By      /s/  J. Michael Kelly
                                            -----------------------------
                                         Name:  J. Michael Kelly
                                         Title: Executive Vice President and
                                                Chief Financial Officer

Date: August 14, 2001