First Trade Date for Time Warner Inc.
Company Name | First Trade Date (yyyy-mm-dd) |
Time Warner Inc. | 2003-10-16 |
Company Name | Symbol |
Time Warner Inc. | TWX |
History and Business of Company (this information may include date of incorporation) | |
Time Warner Inc. (the "Company" or "Time Warner") is a leading media and entertainment company. The Company was formed in connection with the merger of America Online, Inc. ("America Online") and Time Warner Inc., now known as Historic TW Inc. ("Historic TW"), which was consummated on January 11, 2001 (the "Merger" or the "America Online-Historic TW Merger"). The Company changed its name from AOL Time Warner Inc. to Time Warner Inc. on October 16, 2003. The Company classifies its businesses into the following fundamental areas: • America Online, consisting principally of interactive services; • Cable, consisting principally of interests in cable systems providing video and high speed data services; • Filmed Entertainment, consisting principally of feature film, television and home video production and distribution; • Networks, consisting principally of cable television and broadcast networks; and • Publishing, consisting principally of magazine and book publishing. At March 2, 2004, the Company had a total of approximately 80,000 active employees. For convenience, the terms the "Registrant," "Company" and "Time Warner" are used in this report to refer to both the parent company and collectively to the parent company and the subsidiaries through which its various businesses are conducted, unless the context otherwise requires. On March 31, 2003, the Company completed the restructuring (the "TWE Restructuring") of Time Warner Entertainment Company, L.P. ("TWE"), a limited partnership which formerly held a substantial portion of the Company's filmed entertainment and cable television assets. Prior to the TWE Restructuring, subsidiaries of Comcast Corporation ("Comcast") held a 27.64% limited partnership interest in TWE. As a result of the TWE Restructuring, Time Warner acquired complete ownership of TWE's content businesses, including Warner Bros., Home Box Office and TWE's interests in The WB Television Network and Courtroom Television Network ("Court TV"). Additionally, all of Time Warner's interests in cable, including those that were wholly owned and those that were held through TWE, are now controlled by a new subsidiary of Time Warner called Time Warner Cable Inc. ("TWC Inc." or "TWC"). As part of the TWE Restructuring, Time Warner received a 79% economic interest in TWC Inc.'s cable systems and TWE, which continues to own the cable system interests previously owned by it, became a subsidiary of TWC Inc. In exchange for its previous stake in TWE, Comcast (i) received Time Warner preferred stock which will be converted into $1.5 billion of Time Warner common stock; (ii) received a 21.0% economic interest in TWC Inc.'s cable systems; and (iii) was relieved of $2.1 billion of pre-existing debt which was incurred by TWC Inc. as part of the TWE Restructuring. Comcast's 21.0% economic interest in TWC Inc.'s cable business is held through a 17.9% direct common ownership interest in TWC Inc. (representing a 10.7% voting interest) and a limited partnership interest in TWE representing a 4.7% residual equity interest. Time Warner's 79% economic interest in TWC Inc.'s cable business is held through an 82.1% common ownership interest in TWC Inc. (representing an 89.3% voting interest) and a partnership interest in TWE representing a 1% residual equity interest. Time Warner also holds a $2.4 billion mandatorily redeemable preferred equity interest in TWE. For additional information with respect to the TWE Restructuring, see "Description of Certain Provisions of the TWE Partnership Agreement" herein. On December 29, 2003, TWC Inc. received a notice from Comcast requesting that TWC Inc. start the registration process under the Securities Act of 1933 for the sale in a firm underwritten offering of Comcast's 17.9% common interest in TWC Inc. The notice was delivered pursuant to a registration rights agreement related to the TWC Inc. securities. The Company cannot predict the timing of an effective registration in response to the notice. For additional information with respect to TWC Inc., see "Description of Certain Provisions of Agreements related to TWC Inc." herein. |
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