Time Warner

Time Warner Inc.

Type	Public
Traded as	NYSE: TWX S&P 500 Component
Industry	Mass media
Predecessor(s)	Time Inc. Warner Communications
Founded	1990
Headquarters	Time Warner Center, 10 Columbus Circle, New York City, New York, United States
Area served	Worldwide
Key people	Jeffrey L. Bewkes (Chairman & CEO)
Products	Television, movies, entertainment, cable, broadcasting, radio, web portals
Revenue	US$ 28.7 billion (2012)[1]
Operating income	US$ 06.1 billion (2012)[1]
Net income	US$ 03.5 billion (2012)[1]
Total assets	US$ 68.304 billion (2012)[1]
Total equity	US$ 29.954 billion (2011)[1]
Employees	34,000 (2013)[1]
Subsidiaries	Daftar/Tabel -- subsidiaries
Website	www.TimeWarner.com

Time Warner Center taken from Central Park West.

Time Warner Inc. (formerly AOL Time Warner) is an American multinational media corporation headquartered in the Time Warner Center in New York City.^[2] As of mid-2010, it was the world's second largest media and entertainment conglomerate in terms of revenue (behind The Walt Disney Company), as well as the world's largest media conglomerate.^[3][4][5][6]

Two formerly separate companies, Warner Communications, Inc. and Time Inc. (along with the assets of a third company, Turner Broadcasting System, Inc.), form the current Time Warner, with major operations in film, television and publishing. Among its subsidiaries are New Line Cinema, Time Inc., HBO, Turner Broadcasting System, The CW Television Network, TheWB.com, Warner Bros., Kids' WB, Cartoon Network, Boomerang, Adult Swim, CNN, DC Comics, Warner Bros. Animation, Cartoon Network Studios, Hanna-Barbera and Castle Rock Entertainment.

Time Warner previously owned AOL, Time Warner Cable and Warner Music Group, but these have all been spun off into independent companies. In March 2013, it was announced that Time Inc. would be spun off as well, completing Time Warner's evolution into a pure-play global entertainment company.^[7] The company's cable news channel, CNN, later clarified that the Time Inc. spin-off would happen at the end of 2013.^[8]

History

1970s

In 1972, Kinney National Company spun off its non-entertainment assets due to a financial scandal over its parking operations and renamed itself Warner Communications Inc.

It was the holding company for Warner Bros. Pictures and Warner Music Group during the 1970s and 1980s. It also owned DC Comics and Mad, as well as a majority stake in Garden State National Bank (an investment it was ultimately required to sell pursuant to requirements under the Bank Holding Company Act). Warner's initial divestiture efforts led by Garden State CEO Charles A. Agemian were blocked by Garden State board member William A. Conway in 1978; a revised transaction was later completed in 1980.

In 1976, Nolan Bushnell sold his Atari company to Warner Communications for an estimated $2–12 million. Warner made considerable profits (and later losses) with Atari, which it owned from 1976 to 1984. While part of Warner, Atari achieved its greatest success, selling millions of Atari 2600s and computers. At its peak, Atari accounted for a third of Warner's annual income and was the fastest-growing company in the history of the United States at the time.

In 1975, Warner expanded under the guidance of CEO Steve Ross and formed a joint venture with American Express, named Warner-Amex Satellite Entertainment, which held cable channels including MTV (launched 1981), Nickelodeon (launched 1979) and The Movie Channel. Warner bought out American Express's half in 1984, and sold the venture a year later to Viacom, which renamed it MTV Networks.

1980s

In 1980, Warner purchased The Franklin Mint for about $225 million. The combination was short lived: Warner sold The Franklin Mint in 1985 to American Protection Industries Inc. (API) for $167.5 million. However, Warner retained Franklin Mint’s Eastern Mountain Sports as well as The Franklin Mint Center, which it leased back to API.^[9]

In February 1983, Warner expanded their interests to baseball. Under the direction of Caesar P. Kimmel, executive vice president, bought 48 percent of the Pittsburgh Pirates for $10 million. The company then put up its share for sale in November 1984 following losses of $6 million. The team's elderly majority owner, John W. Galbreath, soon followed suit after learning of Warner's actions.^[10]

In 1984, due to the video game crash of 1983, Warner sold the consumer division of Atari to Jack Tramiel. It kept the arcade division and renamed it Atari Games. They sold Atari Games to Namco in 1985, and repurchased it in 1994, renaming it Time-Warner Interactive, until it was sold to Midway Games in 1996. In a long-expected deal, Warner Communications announced on May 11, 1988 they were acquiring Lorimar-Telepictures; the acquisition was finalized on January 12, 1989.

The merger of Time Inc. and Warner Communications was announced on March 4, 1989. During the summer of that same year, Paramount Communications (formerly Gulf+Western) launched a $12.2 billion hostile bid to acquire Time, Inc. in an attempt to end a stock-swap merger deal between Time and Warner Communications. This caused Time to raise its bid for Warner to $14.9 Billion in cash and stock. Paramount responded by filing a lawsuit in a Delaware court to block the Time/Warner merger. The court ruled twice in favor of Time, forcing Paramount to drop both the Time acquisition and the lawsuit, and allowing the formation of Time Warner which was completed on January 10, 1990.

For employees and shareholders of Warner Communications, particularly Warner CEO Steve Ross, the deal was lopsided in their favor as they were paid cash for their shares. However, many shareholders in Time, Inc. were said to be unhappy about the deal. Henry Luce III, the son of Time Inc.'s founder, remarked "Because of that son of a bitch at Paramount, we had to acquire Warner in cash. That made all of the Warner people rich and all the Time people resentful." Despite it being a bull market, it would take seven and a half years for Time Warner shares to climb to the equivalent of Paramount's $200-a-share offer. Despite all the expected synergies of the Time Warner deal, its stock had never managed to outperform the Standard & Poor's 500 Index.^[11]

1990s

Time Warner subsequently acquired Ted Turner's Turner Broadcasting System in October 1996. Not only did this result in the company (in a way) re-entering the basic cable television industry (in regards to nationally available channels), but Warner Bros. also regained the rights to their pre-1950^[12][13] film library, which by then had been owned by Turner (the films are still technically held by Turner, but WB is responsible for sales and distribution).

Time Warner had also been owner of the Six Flags Theme Parks chain during the 1990s after near bankruptcy. It sold all Six Flags parks and properties to Oklahoma based Premier Parks on April 1, 1998.

Dick Parsons, already a director on the board since 1991, was hired as Time Warner president in 1995, although the division operational heads continued to report directly to Chairman and CEO Gerald Levin.

2000s

In 2000, AOL purchased Time Warner for US$164 billion.^[14] The deal, announced on January 10, 2000^[15] and officially filed on February 11, 2000,^[16] employed a merger structure in which each original company merged into a newly created entity. The Federal Trade Commission cleared the deal on December 14, 2000,^[17] and gave final approval on January 11, 2001; the company completed the merger later that day.^[18] The deal was approved on the same day by the Federal Communications Commission,^[16] and had already been cleared by the European Commission on October 11, 2000.^[19] Due to the larger market capitalization of AOL, they would own 55% of the new company while Time Warner shareholders owned only 45%, so in actual practice AOL had acquired Time Warner, even though AOL had far less assets and revenues.^[15]

The 2001 AOL merger was 'the biggest mistake in corporate history', believes Time Warner chief Jeff Bewkes.^[20]

AOL Time Warner, Inc., as the company was then called, was supposed to be a merger of equals with top executives from both sides. Gerald Levin, who had served as CEO of Time Warner, was CEO of the new company. Steve Case served as Executive Chairman of the board of directors, Robert W. Pittman (President and COO of AOL) and Dick Parsons (President of Time Warner) served as Co-Chief Operating Officers, and J. Michael Kelly (the CFO from AOL) became the Chief Financial Officer.^[11]

According to AOL President and COO Bob Pittman, the slow-moving Time Warner would now take off at Internet speed, accelerated by AOL: "All you need to do is put a catalyst to [Time Warner], and in a short period, you can alter the growth rate. The growth rate will be like an Internet company." When the AOL Time Warner deal was announced, the vision for its future seemed clear and straightforward; by tapping into AOL, Time Warner would reach deep into the homes of tens of millions of new customers. AOL would use Time Warner's high-speed cable lines to deliver to its subscribers Time Warner's branded magazines, books, music, and movies. This would have created 130 million subscription relationships.

Unfortunately, the growth and profitability of the AOL division stalled due to advertising and subscriber slowdowns in part caused by the burst of the dot-com bubble and the economic recession after September 2001. The value of the America Online division dropped significantly, not unlike the market valuation of similar independent internet companies that drastically fell, and forced a goodwill write-off, causing AOL Time Warner to report a loss of $99 billion in 2002 — at the time, the largest loss ever reported by a company. The total value of AOL stock subsequently went from $226 billion to about $20 billion.^[21]

An outburst by Vice Chairman Ted Turner at a board meeting prompted Steve Case to contact each of the directors and push for CEO Gerald Levin's ouster. Although Case's coup attempt was rebuffed by Parsons and several other directors, Levin became frustrated with being unable to "regain the rhythm" at the combined company and announced his resignation in the fall of 2001, effective in May 2002.^[22] Although Co-COO Bob Pittman was the strongest supporter of Levin and largely seen as the heir-apparent, Dick Parsons was instead chosen as CEO. Time Warner CFO Michael J. Kelly was demoted to COO of the AOL division, and replaced as CFO by Wayne Pace. AOL Chairman and CEO Barry Schuler was removed from his position and placed in charge of a new "content creation division", being replaced on an interim basis by Pittman, who was already serving as the sole COO after Parson's promotion.

Many expected synergies between AOL and other Time Warner divisions never materialized, as most Time Warner divisions were considered independent fiefs that rarely cooperated prior to the merger. A new incentive program that granted options based on the performance of AOL Time Warner, replacing the cash bonuses for the results of their own division, caused resentment among Time Warner division heads who blamed the AOL division for failing to meet expectations and dragging down the combined company. AOL Time Warner COO Pittman, who expected to have the divisions working closely towards convergence instead found heavy resistance from many division executives, who also criticized Pittman for adhering to optimistic growth targets for AOL Time Warner that were never met. Some of the attacks on Pittman were reported to come from the print media in the Time, Inc. division under Don Logan.^[23] Furthermore, CEO Parsons' democratic style prevented Pittman from exercising authority over the "old-guard" division heads who resisted Pittman's synergy initiatives.^[11][24]

Pittman announced his resignation as AOL Time Warner COO after July 4, 2002, being reportedly burned out by the AOL special assignment and almost hospitalized, unhappy about the criticism from Time Warner executives, and seeing nowhere to move up in firm as Parsons was firmly entrenched as CEO.^[24] Pittman's departure was seen as a great victory to Time Warner executives who wanted to undo the merger. In a sign of AOL's diminishing importance to the media conglomerate, Pittman's responsibilities were divided between two Time Warner veterans; Jeffrey Bewkes who was CEO of Home Box Office, and Don Logan who had been CEO of Time. Logan became chairman of the newly created media and communications group, overseeing America Online, Time, Time Warner Cable, the AOL Time Warner Book Group and the Interactive Video unit, relegating AOL to being just another division in the conglomerate. Bewkes became chairman of the entertainment and networks group, comprising HBO, New Line Cinema, The WB, Turner Networks, Warner Bros. and Warner Music. Both Logan and Bewkes, who had initially opposed the merger, were chosen because they were considered the most successful operational executives in the conglomerate and they would report to AOL Time Warner CEO Richard Parsons.^[23][25] Logan, generally admired at Time Warner and reviled by AOL for being a corporate timeserver who stressed incremental steady growth and not much of a risk taker, moved to purge AOL of several "Pittman panzers".^[22]

AOL Time Warner Chairman Steve Case took on added prominence as the co-head of a new strategy committee of the board, making speeches to divisions on synergism and the promise of the Internet. However, under pressure from institutional investor vice president Gordon Crawford who lined up dissenters, Case announced in January 2003 that he would not stand for re-election as executive chairman in the upcoming annual meeting, making CEO Richard Parsons the chairman-elect. That year, the company dropped the "AOL" from its name, and spun off Time-Life's ownership under the legal name Direct Holdings Americas, Inc. Case resigned from the Time Warner board on October 31, 2005.^[22][26]

In 2005, Time Warner was among 53 entities that contributed the maximum of $250,000 to the second inauguration of President George W. Bush.^[27][28][29] On December 27, 2007 newly installed Time Warner CEO Jeffrey Bewkes discussed possible plans to spin off Time Warner Cable and sell off AOL and Time Inc. This would leave a smaller company made up of Turner Broadcasting, Warner Bros. and HBO.^[30] On February 28, 2008 co-chairmen and co-CEOs of New Line Cinema Bob Shaye and Michael Lynne announced their resignations from the 40-year-old movie studio in response to Jeffrey Bewkes's demand for cost-cutting measures at the studio, which he intended to dissolve into Warner Bros.

On May 28, 2009, Time Warner announced that it would spin off AOL as a separate independent company, with the change occurring on December 9, 2009.

2010s

On August 25, 2010, Time Warner's Latin American division bought Chilean nationwide terrestrial television station Chilevisión from Chile's current president Sebastián Piñera. Time Warner already operates in the country with CNN Chile.

Transactions made since the AOL-Time Warner merger

Since the merger, a number of transactions have taken place:

• World Championship Wrestling was sold to WWF Entertainment on March 23, 2001 after Jamie Kellner of TBS decided that wrestling was not in the network's best interest.
• After William Hanna's death in March 2001, Hanna-Barbera was folded to Warner Bros. Animation.
• The Atlanta Hawks, Atlanta Thrashers, and operating rights to Philips Arena were sold in mid-2003.
• The fifty percent share in the cable channel Comedy Central was sold to Viacom.
• Warner Music Group was sold to a group of investors led by Edgar Bronfman Jr. in March 2004.
• AOL/Netscape's longrunning litigation against Microsoft was settled out of court.
• Time Warner announced that it was shutting down its CNNfn financial information channel and disposing of its share in Google (2004).
• On March 31, 2006 Time Warner sold the Time Warner Book Group to French publisher Hachette Livre, of the Lagardere group.
• On February 7, 2006, a group led by corporate raider Carl Icahn and Lazard Frères CEO Bruce Wasserstein unveiled a 343-page proposal calling for the breakup of Time Warner into four companies and stock buybacks totaling approximately $20 billion. On February 17, 2006, the Icahn-lead group agreed with Time Warner to not contest the re-election of TW's slate of board members at the 2006 shareholders meeting. In exchange for the Icahn group's cooperation, Time Warner will buy back up to $20 billion of stock, nominate more independent members to the board of directors, cut $1 billion of costs by 2007, and continue discussions with the Icahn group over their proposal, particularly on the future of Time Warner Cable.
• On February 23, 2006, Turner South, a regional sports and entertainment network in the south, was sold to News Corp's Fox Cable Networks group. The network later became SportSouth.
• On September 12, 2006, Time Inc. announced that Time4 Media, a group of men's interest magazines including Popular Science and Outdoor Life was to be put up for sale. The sale included 18 publications (including three parenting-related titles), with the eventual buyer being the Bonnier Magazine Group.
• In the fall of 2006, the Atlanta Braves were sold to Liberty Media in a deal that returned vast amounts of Liberty-owned Time Warner stock back into the company's folds. This sale was made official on May 17, 2007.
• In the summer of 2008, the Reader's Digest Association sold QSP to Time Warner subsidiary Time Inc. for $110 million.^[31]
• In March 2009, Time Warner Cable was divested from the company in a spin-out.^[32]
• On August 26, 2010, in Chile, Time Warner Company took the full control of Chilevisión, a channel owned by Chile's President Sebastián Piñera.
• On March 6, 2013, Time Warner announced the divestment of Time Inc. as a separate publicly traded company. Two weeks later, on March 21, Time Warner's cable news channel, CNN, clarified that the spin-off would occur by the end of 2013.

The CW Television Network

The CW logo.

On January 24, 2006, CBS Corporation and Time Warner announced that they were to create a new broadcast network, The CW Television Network. The network officially debuted on September 18, 2006. The network formally debuted on September 20 with the 2 hour premiere of America's Next Top Model.

The network is the result of a merger of The WB Television Network (a Time Warner holding) and UPN (a CBS Corporation holding). CBS Corporation and Time Warner each own 50% of the network. Tribune Broadcasting (previously owned a 25% stake on The WB) and CBS Corporation contributed its stations as new network affiliates, although Time Warner's sole owned TV station (via Turner) Atlanta's WTBS (now WPCH) remains an independent station, competing against CBS-owned CW O&O WUPA.

Time Inc.

The Time Inc. division publishes approximately 150 titles worldwide. It is the leading magazine publisher in the U.S. and UK, and is understood to be profitable at US$5 billion in annual revenues.^[33] As of January 2007, the unit is experiencing downsizing.^[34] In January 2007, the Bonnier Magazine Group agreed to acquire 18 magazines that Time Inc. was divesting. The magazines in the package employed 550 people and included Field & Stream, Outdoor Life, Ski, Yachting, and TransWorld Snowboarding, as well as 11 other titles that were part of Time Inc.'s Time4Media Group. Also included were Parenting, and Baby Talk, which were part of the Parenting Group.^[35]

On March 6, 2013, Time Warner announced plans to spin-off Time Inc. into a publicly traded company. Time Warner's chairman/CEO Jeff Bewkes said, “After a thorough review of options, we believe that a separation will better position both Time Warner and Time Inc. A complete spin-off of Time Inc. provides strategic clarity for Time Warner Inc., enabling us to focus entirely on our television networks and film and TV production businesses, and improves our growth profile. Time Inc. will also benefit from the flexibility and focus of being a stand-alone public company and will now be able to attract a more natural stockholder base."^[36]

Financials

When the AOL-Time Warner merger was announced in January 2000, the combined market capitalization was $350 billion. It has subsequently fallen dramatically. Even by the time the merger was approved by the FCC and FTC just one year later on February 11, 2001, the company's market capitalization had plunged to $208.6 billion. By 2009, the company's value had tumbled even further, to just $65.7 billion, or roughly one-sixth of its value at the height of the dot.com bubble era when the deal was announced.Time Warner 2009 Annual Report

For fiscal year 2002 the company reported a $99 billion loss on its income statement ^[37] because of $100 billion in non-recurring charges, almost all from a writedown of the goodwill (intangible asset) from the merger in 2000. This loss is one of the largest in corporate history. The value of the AOL portion of the company had dropped sharply with the collapse of the Internet boom, in the early 21st century.

On February 4, 2009, Time Warner posted a $16.03 billion loss for the final quarter of 2008, compared with a $1.03 billion profit for the same three months of 2007.^[38]

On May 2, 2012, Time Warner reported a profit of $583 million for the quarter ending March 31. It also reported an 11% loss in profits due to the cancellation of the HBO series "Luck".^[39]

Commercial properties

Time Warner Inc. owns several large properties in New York City; certain buildings in the Rockefeller Center complex and adjacent office towers house its main offices; one of which houses a CNN news studio. In late 2003, Time Warner finished construction of a new twin-tower complex, designed to serve as additional office space, facing Columbus Circle on the southwestern edge of Central Park. Originally called the AOL Time Warner Center, the 755-foot (230 m), 55-floor mixed-use property was renamed Time Warner Center when the company itself was renamed.

Board of directors

As of October 15, 2012:^[40]

• Jeffrey L. Bewkes: Chairman and Chief Executive Officer, Time Warner Inc.
• James Barksdale: Chairman and President, Barksdale Management Corporation
• William P. Barr: Former Attorney General of the United States
• Stephen F. Bollenbach: Former Co-Chairman and Chief Executive Officer, Hilton Hotels Corporation
• Robert C. Clark: Distinguished Service Professor, Harvard University
• Mathias Döpfner: Chairman, Chief Executive Officer, Axel Springer AG
• Jessica P. Einhorn: Dean, Paul H. Nitze School of Advanced International Studies (SAIS), Johns Hopkins University
• Fred Hassan: Former Chairman and Chief Executive Officer, Schering-Plough Corporation
• Ken Novack: Senior Counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC
• Paul D. Wachtel, Founder and Chief Executive Officer, Main Street Advisors
• Deborah Wright: Chairman and Chief Executive Officer, Carver Bancorp, Inc.

Senior executives

Time Warner Inc.

Jeffrey L. Bewkes, Chairman and CEO

And six executive vice presidents, most with additional, functional titles:

• Paul T. Cappuccio, General Counsel
• Patricia Fili-Krushel, Administration
• Gary L. Ginsberg, Corporate Marketing and Communications
• John K. Martin, Chief Financial Officer
• Carol A. Melton, Global Public Policy
• Ólafur Jóhann Ólafsson^[41]

Subsidiaries

• Bill Nelson, Chairman and CEO of Home Box Office
• Laura Lang, Chairman and CEO of Time Inc.
• Martha Nelson, Editor-In-Chief of Time Inc.
• Philip I. Kent, Chairman and CEO of Turner Broadcasting System
• Barry Meyer, Chairman of Warner Bros. Entertainment, Inc.
• Kevin Tsujihara, CEO of Warner Bros. Entertainment Inc.

Competition

Time Warner faces industry competition from traditional media companies such as Vivendi, CBS Corporation, Sony, Viacom, The Walt Disney Company, NBCUniversal, and News Corporation. Time Warner's and many of their competitions business may be severely impacted by the increasing viewership of feature films, television programming and other content online with low ad-income, which decreases company revenues.

Box office receipts have been rising while the growth rate of DVD sales have recently been declining, which affects Warner Bros.' growth prospects and revenues.^[42]

Past names

See also

	New York City portal
	Companies portal
	United States portal

Footnotes

External links

• Official website
• A complete list of Time Warner media facilities and a detailed report on their campaign contributions and lobbying from the Center for Public Integrity
• Ketupa - Time Warner profile
• Columbia Journal Review's Who Owns What for Time Warner
• Early analysis of the Time Warner-AOL merger
• Yahoo! - Time Warner Inc. Company Profile
• Time Warner's most recent conference call transcripts