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Time Warner Corporate Actions

Time Warner Inc. has engaged in a number of mergers, acquisitions and other corporate actions over the years, which have resulted in payments in cash, stock and/or other forms of consideration. The following tabs include information on significant corporate actions completed since 2009.

Time Warner Cable Separation

On March 12, 2009, Time Warner Inc. announced the separation of Time Warner Cable Inc. through a tax-free spin-off. On March 27, 2009, Time Warner Inc. effected a 1-for-3 reverse stock split.

  • On March 12, 2009, Time Warner completed the legal and structural separation of Time Warner Cable from Time Warner through a spin-off involving a dividend distribution of all of the Time Warner Cable common stock held by Time Warner to Time Warner stockholders.
  • The distribution commenced on March 27, 2009 to Time Warner stockholders of record at 8:00 p.m. on March 12, 2009 (the record date for the distribution).
    • In connection with the Time Warner Cable spin-off, Time Warner Inc. stockholders did not receive fractional shares of Time Warner Cable common stock in the distribution.
    • In connection with Time Warner's 1-for-3 stock split, Time Warner stockholders did not receive any fractional shares of Time Warner common stock.
  • Time Warner stockholders received 0.083670 share of Time Warner Cable common stock for each share of Time Warner common stock they held on the record date of 8:00 p.m. on March 12, 2009.
  • The distribution ratio was determined by dividing the total number of shares of Time Warner Cable common stock to be distributed by Time Warner, by the total number of eligible shares of Time Warner common stock outstanding on the record date. Time Warner held a total of 300,333,333 shares of Time Warner Cable common stock, and there were 3,589,472,374 eligible shares of Time Warner common stock issued and outstanding on the record date.
  • The distribution ratio reflects the one-for-three reverse stock split of Time Warner Cable common stock that was effected on March 12, 2009, but not the one-for-three reverse stock split of Time Warner common stock that was effected at 7 p.m. on March 27, 2009.
  • The number of shares of Time Warner common stock that you held prior to the spin-off did not change as a result of the distribution of Time Warner Cable shares. However the trading price of your Time Warner shares no longer reflects the value of the Time Warner Cable. See information regarding the 1-for-3 reverse stock split that was effected at 7 p.m. on March 27, 2009.

Press Releases

Certain press releases related to the Time Warner Inc.- Time Warner Cable Separation

Other Information

  • Tax Information Statement (including Cost Basis Calculation)
  • Canadian Tax Information Statement
  • Letter to Stockholders Eligible to Receive Distribution of Time Warner Cable Shares
  • What are the tax consequences to Time Warner stockholders of the Time Warner Cable distribution?
    • Time Warner received a private letter ruling from the U.S. Internal Revenue Service that the distribution generally qualifies as a tax-free distribution to Time Warner stockholders for U.S. federal income tax purposes, except with respect to cash received in lieu of fractional shares. The tax consequences of the distribution, including important information regarding the determination of the tax basis in your Time Warner common stock and the Time Warner Cable common stock that you received in the distribution, is explained more completely in the "Tax Information Statement" that is posted above in the Other Information section. We encourage you to consult your own tax advisor regarding the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local and foreign tax laws.

Reverse Stock Split

Time Warner, Inc. effected the 1-for-3 reverse stock split in connection with the separation of Time Warner Cable from Time Warner at 7pm on March 27, 2009.

  • The 1-for-3 reverse stock split reduced the total number of Time Warner’s issued and outstanding shares of common stock, as well as its treasury shares. As a result of the reduction in the number of shares of common stock, the price per share increased proportionately upon the completion of the reverse stock split.
  • The reverse stock split did not affect any stockholder’s percentage ownership interest in Time Warner, except to the extent that the reverse stock split resulted in any of our stockholders owning fractional shares, as discussed further below. Proportionate voting rights and other rights and preferences of Time Warner stockholders were not affected by the reverse stock split, except as a result of the payment of cash in lieu of fractional shares.
  • Time Warner stockholders did not receive fractional shares in connection with the Time Warner reverse stock split.

For more information regarding the reverse stock split, please refer to the Press Releases and additional information below.

Press Releases

What are the tax consequences of the reverse stock split to Time Warner stockholders?

  • Other than with respect to the cash payments for fractional shares discussed above, no gain or loss should be recognized by Time Warner stockholders in the reverse stock split for U.S. federal income tax purposes. For a more complete discussion of certain material U.S. federal income tax consequences of the reverse stock split, please see page 11 of the Time Warner proxy statement dated December 1, 2008. We encourage you to consult your own tax advisor regarding the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local and foreign tax laws.