sc13d.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BL01z6zavjsB57Yk3EMCZ0mHhKWx32MJvEUECbKVbXtAvSJPDrXTTRfqUTnRSoCb N+Oggk5dGvWzkXml45//og== 0000950157-09-000114.txt : 20090304 0000950157-09-000114.hdr.sgml : 20090304 20090304163933 ACCESSION NUMBER: 0000950157-09-000114 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20090304 DATE AS OF CHANGE: 20090304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER CABLE INC. CENTRAL INDEX KEY: 0001377013 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841496755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83682 FILM NUMBER: 09655945 BUSINESS ADDRESS: STREET 1: 60 COLUMBUS CIRCLE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10023 BUSINESS PHONE: 212-364-8200 MAIL ADDRESS: STREET 1: 60 COLUMBUS CIRCLE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10023 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC. CENTRAL INDEX KEY: 0001105705 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 134099534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 MAIL ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: TIME WARNER INC DATE OF NAME CHANGE: 20031015 FORMER COMPANY: FORMER CONFORMED NAME: AOL TIME WARNER INC DATE OF NAME CHANGE: 20000208 SC 13D 1 sc13d.htm SCHEDULE 13D sc13d.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

Time Warner Cable Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

88732J108

(CUSIP Number)

Paul T. Cappuccio, Esq.

Executive Vice President and General Counsel

Time Warner Inc.

One Time Warner Center

New York, NY 10019

(212) 484-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 23, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 88732J108
1 Names of Reporting Persons Identification Nos. of Above Persons (entities only) Time Warner Inc.
2 Check the Appropriate Box if a Member of a Group (a) q (b) q
3 SEC Use Only
4 Source of Funds AF, OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) þ
6 Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with	7 Sole Voting Power -826,000,000-
	8 Shared Voting Power –0–
	9 Sole Dispositive Power -826,000,000-
	10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person -826,000,000-
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares þ
13 Percent of Class Represented by Amount in Row (11) -84.1%- 1
14 Type of Reporting Person HC, CO

____________________________

1 Calculated pursuant to Rule 13d-3(d). The percentage is based on the number of shares of Class A common stock of Time Warner Cable Inc. (“Time Warner Cable”) outstanding as of February 25, 2009. In addition, 75,000,000 shares of Class B common stock of Time Warner Cable are owned directly by Time Warner Inc. (“Time Warner”). The Class B common stock is not a class of securities registered under the Securities Exchange Act of 1934 or regulations thereunder and is not convertible into Class A common stock. In aggregate, Time Warner owns 85.2% of the outstanding common stock of Time Warner Cable.

CUSIP No. 88732J108
1 Names of Reporting Persons Identification Nos. of Above Persons (entities only) Warner Communications Inc.
2 Check the Appropriate Box if a Member of a Group (a) q (b) q
3 SEC Use Only
4 Source of Funds OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) q
6 Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with	7 Sole Voting Power -0-
	8 Shared Voting Power –0–
	9 Sole Dispositive Power -0-
	10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person -0-
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares þ
13 Percent of Class Represented by Amount in Row (11) -0%-
14 Type of Reporting Person CO

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of Time Warner Cable Inc., a Delaware corporation (the “Issuer”). The Issuer is a majority-owned subsidiary of Time Warner Inc., a Delaware corporation (“Time Warner”). The principal executive office and mailing address of the Issuer is 60 Columbus Circle, New York, NY 10023.

Item 2. Identity and Background.

(a) - (c) This statement on Schedule 13D is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

(i) As of February 25, 2009, Time Warner is the record holder of 826,000,000 shares of Class A Common Stock. The principal business of Time Warner is media and entertainment and its principal business address is One Time Warner Center, New York, NY 10019. Time Warner previously filed a statement on Schedule 13G pursuant to the provisions of Rule 13d-1(d) of the Exchange Act with respect to the beneficial ownership of shares of Class A Common Stock. Time Warner is filing this statement on Schedule 13D as a result of obtaining the right to acquire and its subsequent acquisition of additional Class A Common Stock in the transactions described below in Item 3;

(ii) Warner Communications Inc., a Delaware corporation and a wholly-owned subsidiary of Time Warner (“WCI”, and together with Time Warner, the “Reporting Persons”), is neither the record holder nor the beneficial owner of any shares of Class A Common Stock. The principal business of WCI is media and entertainment and its principal business address is One Time Warner Center, New York, NY 10019. WCI previously filed a statement on Schedule 13G pursuant to the provisions of Rule 13d-1(d) of the Exchange Act with respect to the beneficial ownership of shares of Class A Common Stock. WCI is filing this statement on Schedule 13D as a result of its disposition of Class A Common Stock in the First Internal Split-Off (as defined below in Item 3);

(iii) The name, business address, current principal occupation and the address of the principal occupation of each executive officer and director of each Reporting Person is set forth in Schedules A or B hereto, respectively, and is incorporated herein by reference.

(d) - (e) Except as indicated on Schedule A hereto, neither of the Reporting Persons, nor to the best knowledge of such persons, any other person identified in response to this Item 2, during the last five years, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The country of citizenship of each executive officer and director of each Reporting Person is set forth in Schedules A or B hereto, respectively, and is incorporated herein by reference.

The Reporting Persons have entered into a joint filing agreement dated March 4, 2009, filed as Exhibit 99.1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Exchange Act.

Information with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by the other Reporting Person.

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person.

Item 3. Source and Amount of Funds or Other Consideration.

Prior Acquisitions

Time Warner’s interest in the Issuer originated as a result of the restructuring of Time Warner Entertainment Company, L.P., a Delaware limited partnership (“TWE”), completed on March 31, 2003 (the “TWE Restructuring”). The transactions that constituted the TWE Restructuring were consummated by and among Time Warner (then named AOL Time Warner Inc.), WCI, American Television and Communications Corporation, a Delaware corporation (“ATC”), Comcast Corporation, a Pennsylvania corporation, and certain other parties.

In connection with and prior to the TWE Restructuring, Time Warner, WCI, ATC and the Issuer participated in a series of transactions completed on March 28, 2003, pursuant to which certain assets and liabilities were transferred by ATC and other wholly-owned subsidiaries of Time Warner to WCI in exchange for shares of WCI.

At the closing of the TWE Restructuring, WCI’s partnership interests in TWE and those assets, representing all of Time Warner’s cable television business interests owned outside of TWE, were transferred by WCI to the Issuer in exchange for 746 shares of Class A Common Stock. As a result, Time Warner obtained beneficial ownership of 746 shares of Class A Common Stock through WCI. In addition, Time Warner acquired in the TWE Restructuring direct ownership of 75 shares of the Issuer’s Class B common stock, par value $0.01 per share (the “Class B Common Stock”). On March 26, 2004, through a series of contributions to and by subsidiaries of Time Warner, the 75 shares of Class B Common Stock were ultimately contributed to WCI.

On July 31, 2006, the Issuer declared a stock dividend pursuant to which WCI received 745,999,254 shares of Class A Common Stock and 74,999,925 shares of Class B Common Stock. As a result of the payment of the stock dividend, WCI became the record holder of 746,000,000 shares of Class A Common Stock and 75,000,000 shares of Class B Common Stock.

Current Acquisitions and Dispositions

As part of a series of transactions to achieve the legal and structural separation of the Issuer from Time Warner (the “Separation”), on February 23, 2009, Time Warner delivered a written notice (the “TWNY Exchange Date Notification”) to the Issuer designating February 25, 2009 as the date on which the TWNY Exchange (as defined below) would occur. Pursuant to the separation agreement among Time Warner and certain of its subsidiaries (including WCI) and the Issuer and certain of its subsidiaries dated as of May 20, 2008 (the “Separation Agreement”), the delivery of the TWNY Exchange Date Notification on February 23, 2009, initiated the separation transactions described below. Following the TWNY Exchange Date Notification, Time Warner and certain of its subsidiaries consummated transactions with respect to the Class A Common Stock and Class B Common Stock as follows:

On February 24, 2009, Historic TW Inc., a Delaware corporation and a wholly-owned subsidiary of Time Warner (“Historic TW”), acquired the 746,000,000 shares of Class A Common Stock and the 75,000,000 shares of Class B Common Stock previously owned by WCI in exchange for some of the shares of WCI stock held by Historic TW (the “First Internal Split-Off”). As a result of the completion of the First Internal Split-Off, WCI no longer beneficially owns any shares of Class A Common Stock or Class B Common Stock;

On February 25, 2009, Historic TW acquired an additional 80,000,000 shares of Class A Common Stock. These shares were newly issued and were obtained by Historic TW from the Issuer in exchange for Historic TW’s 12.43% non-voting common stock interest in TW NY Cable Holding Inc., a subsidiary of the Issuer (“TW NY”) (the “TWNY Exchange”); and

On February 25, 2009 and following the TWNY Exchange, Historic TW transferred to Time Warner in exchange for some of the shares of Historic TW stock held by Time Warner (the “Second Internal Split-Off”) (i) the 746,000,000 shares of Class A Common Stock and the 75,000,000 shares of Class B Common Stock obtained from WCI and (ii) the newly issued 80,000,000 shares of Class A Common Stock acquired from the Issuer. As a result of the completion of the Second Internal Split-Off, Historic TW no longer beneficially owns any shares of Class A Common Stock or Class B Common Stock.

Item 4. Purpose of the Transaction.

Time Warner acquired and WCI disposed of Class A Common Stock and Class B Common Stock as part of a series of transactions to achieve the Separation pursuant to the Separation Agreement. The transactions contemplated by the Separation Agreement are described in Item 3 and Item 6 and are incorporated herein by reference.

Except for the Recapitalization and the Distribution (as each is defined below in Item 6) and other plans and proposals as set forth in this Schedule 13D, the Reporting Persons currently have no plans or proposals that relate to or would result in any of the actions listed in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated under the Exchange Act. However, the Reporting Persons reserve the right to change their plans at any time, as they deem appropriate.

Item 5. Interest in the Securities of the Issuer.

(a) As a result of the Second Internal Split-Off, Time Warner is the record holder of 826,000,000 shares of Class A Common Stock, representing approximately 84.1% of all issued and outstanding shares of Class A Common Stock, based on the number of shares of Class A Common Stock outstanding as of February 25, 2009. In addition, Time Warner is the record holder of 75,000,000 shares of Class B Common Stock. The Class B Common Stock is not a class of securities registered under the Exchange Act or regulations thereunder and is not convertible into Class A Common Stock. In aggregate, Time Warner owns 85.2% of the outstanding common stock of the Issuer representing approximately 90.9% of the voting power. As part of the Separation and pursuant to the Recapitalization (as defined below in Item 6), each share of Class A Common Stock and Class B Common Stock will be converted into one share of Common Stock (as defined below in Item 6).

WCI does not own any shares of Class A Common Stock as of February 24, 2009. However, 3,287 shares of Class A Common Stock are held by Music Choice, a Pennsylvania partnership (“Music Choice”) and a creditor of Adelphia Communications Corporation (“Adelphia”). Music Choice acquired the shares of Class A Common Stock through a distribution by Adelphia to its creditors in connection with Adelphia’s plan of reorganization which became effective on February 13, 2007. WCI is a direct and indirect general partner of Music Choice. This filing shall not be deemed an admission that either of the Reporting Persons is, for the purposes of Rule 13d-3(a) of the Exchange Act, the beneficial owner of the shares of Class A Common Stock held by Music Choice. Each of the Reporting Persons disclaims beneficial ownership of the shares of Class A Common Stock held by Music Choice.

None of the executive officers or directors of the Reporting Persons identified on Schedules A or B hereto, owns any shares of Class A Common Stock, except as follows: John K. Martin, Jr., Executive Vice President and Chief Financial Officer of Time Warner and an executive officer of WCI, owns 342 shares of Class A Common Stock pursuant to the terms of the TWC Savings Plan and Brenda C. Karickhoff, a director of WCI, owns 200 shares of Class A Common Stock. Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of Class A Common Stock owned by Mr. Martin and Ms. Karickhoff.

(b) The Reporting Persons currently have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, of the following number of shares of Class A Common Stock:

	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power
Time Warner	826,000,000	0	826,000,000	0
WCI	0	0	0	0

The following executive officers and directors of the Reporting Persons currently have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, of the following number of shares of Class A Common Stock:

	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power
John K. Martin, Jr.	342	0	342	0
Brenda C. Karickhoff	200	0	200	0

(c) Except as set forth in this Schedule 13D, to the best knowledge of each of the Reporting Persons, none of the persons identified in response to Item 5(a) has entered into any transaction involving Class A Common Stock within the past 60 days.

(d) Except as set forth in this Schedule 13D, to the best knowledge of each of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Common Stock.

(e) On February 24, 2009, WCI ceased to be the beneficial owner of more than 5% of the Class A Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth under Items 3, 4 and 5 and in Exhibits 99.1 to 99.12 attached hereto is incorporated herein by reference.

In order to effect the Separation, the Reporting Persons and the Issuer have entered into the following contracts and understandings with respect to the securities of the Issuer:

Separation Agreement

In the Separation Agreement, the Reporting Persons, the Issuer and certain of their subsidiaries agreed to consummate a series of transactions, including the First Internal Split-Off, the TWNY Exchange and the Second Internal Split-Off (as described above in Item 3).

In addition, pursuant to the Separation Agreement, on February 26, 2009, the Issuer declared a special cash dividend of $10.27 per share of Class A Common Stock and Class B Common Stock (approximately $10.9 billion in the aggregate) to be distributed on March 12, 2009, pro rata to all record holders of Class A Common Stock and Class B Common Stock as of the close of business on March 11, 2009 (the “Special Dividend”), resulting in the receipt by Time Warner of approximately $9.25 billion from the Special Dividend.

Following the receipt of the Special Dividend by Time Warner, as agreed to in the Separation Agreement, the Issuer will cause to be filed with the Secretary of State of the State of Delaware an amended and restated certificate of incorporation (the “Second Amended and Restated Certificate of Incorporation”), pursuant to which, among other things, each of the issued and outstanding shares of Class A Common Stock and Class B Common Stock will be automatically converted into one share of common stock, par value $0.01 per share (the “Common Stock”) (the conversion hereinafter referred to as the “Recapitalization”). As a result of the Recapitalization, Time Warner will beneficially own 901 million shares of Common Stock. Following the Recapitalization, all issued and outstanding shares of Common Stock then held by Time Warner will be distributed to its stockholders as a pro rata dividend (the “Distribution”).

Upon consummation of the Distribution, Time Warner’s stockholders and/or former stockholders will hold approximately 85.2% of the Common Stock issued and outstanding.

Finally, pursuant to the Separation Agreement, on March 12, 2009, following the receipt by Time Warner of its pro rata share of the Special Dividend but before the record date for the Distribution, Jeffrey L. Bewkes, Chairman and Chief Executive Officer of Time Warner, will resign from his position as a member of the board of directors of the Issuer (the “Board”).

Amendment to Registration Rights Agreement

At the closing of the TWE Restructuring, Time Warner and the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) relating to shares of Class A Common Stock and Class B Common Stock. Subject to several exceptions, including the Issuer’s right to defer a demand registration under certain circumstances, Time Warner may, under the Registration Rights Agreement, require the Issuer to take commercially reasonable steps to register for public resale under the Securities Act of 1933 the shares of Class A Common Stock and Class B Common Stock held by Time Warner.

Concurrently with the execution of the Separation Agreement, Time Warner and the Issuer entered into Amendment No. 1 to the Registration Rights Agreement, which provides Time Warner with the right to require the Issuer to file any registration statement necessary to consummate the Separation, including for any shares of Common Stock received in connection with the Recapitalization. In addition, under the Registration Rights Agreement, as amended, all of Time Warner’s and the Issuer’s rights and obligations under the Registration Rights Agreement will terminate upon the completion of the Separation.

Amendment to Reimbursement Agreement

The reimbursement agreement among Time Warner, the Issuer, WCI, ATC and TWE (the “Reimbursement Agreement”) provides for reimbursement among the parties to the Reimbursement Agreement in various circumstances, including upon the exercise or vesting of certain equity awards.

In connection with the execution of the Separation Agreement, Time Warner and the Issuer entered into Amendment No. 1 to the Reimbursement Agreement (the “Reimbursement Agreement Amendment”). The Reimbursement Agreement Amendment provides that the Issuer will reimburse Time Warner for amounts received by employees of the Issuer as a result of the exercise of Time Warner stock options and the vesting of Time Warner restricted stock, restricted stock units (“RSUs”) of Time Warner and performance stock units (“PSUs”) of Time Warner, and that Time Warner will reimburse the Issuer for amounts received by employees of Time Warner as a result of the exercise of Issuer stock options and the vesting of Issuer restricted stock, RSUs of the Issuer and PSUs of the Issuer. For stock options, the amount reimbursed is the difference between the exercise price of the options and the fair market value of the stock on the date of exercise, and for the other equity awards, the amount reimbursed is the fair market value of the shares of stock that vest. The Reimbursement Agreement Amendment further provides that Time Warner is entitled to claim the benefit of the federal, state and local tax deductions for the amount that Time Warner reimburses the Issuer, and the Issuer is entitled to claim the benefit of the federal, state and local tax deductions for the amount that the Issuer reimburses Time Warner.

Amendment to Shareholder Agreement

On April 20, 2005, Time Warner and the Issuer entered into a shareholder agreement (the “Shareholder Agreement”). The Shareholder Agreement governs several aspects of the relationship between Time Warner and the Issuer, some of which are further described below.

●		Indebtedness Approval Right. Pursuant to the Shareholder Agreement, until such time as the indebtedness of the Issuer is no longer attributable to Time Warner, in Time Warner’s reasonable judgment, the Issuer, its subsidiaries and entities that it manages may not, without the consent of Time Warner, create, incur or guarantee any indebtedness or rental expense (subject to certain exceptions) if its ratio of indebtedness exceeds or would exceed certain ratios. In the Separation Agreement, Time Warner agreed that the calculation of indebtedness for the purposes of the Shareholder Agreement would exclude any indebtedness that the Issuer would incur to fund the Special Dividend.

●		Time Warner Standstill. Under the Shareholder Agreement, so long as Time Warner has the power to elect a majority of the members of the Board, Time Warner has agreed that prior to August 1, 2009, Time Warner will not make or announce a tender offer or exchange offer for Class A Common Stock without the approval of a majority of the independent directors of the Issuer, and prior to August 1, 2016, Time Warner will not enter into any business combination with the Issuer, including a short-form merger, without the approval of a majority of the independent directors of the Issuer.

●

Other Time Warner Rights. Pursuant to the Shareholder Agreement, so long as Time Warner has the power to elect a majority of the Board, the Issuer must obtain Time Warner’s consent before (1) entering into any agreement that binds or purports to bind Time Warner or its affiliates or that would subject the Issuer or its subsidiaries to significant penalties or restrictions as a result of any action or omission of Time Warner or its affiliates, or (2) adopting a stockholder rights plan, becoming subject to section 203 of the Delaware General Corporation Law (“Section 203”), adopting a “fair price” provision in its certificate of incorporation or taking any similar action.

Concurrently with the execution of the Separation Agreement, Time Warner and the Issuer entered into Amendment No. 1 to the Shareholder Agreement. Under this amendment, all of Time Warner’s and the Issuer’s rights and obligations under the Shareholder Agreement will terminate upon the completion of the Separation.

Amendments to the 2006 Equity Plan of the Issuer

The 2006 Stock Incentive Plan of the Issuer (the “2006 Equity Plan”) provides for the grant of equity awards as incentives to the Issuer’s employees, directors and advisors that are directly related to the Issuer’s success. In connection with the Separation Agreement, the Board recommended certain amendments to the Issuer’s 2006 Equity Plan (the “2006 Equity Plan Amendments”). WCI, in its former capacity as the holder of a majority of the outstanding shares of Class A Common Stock and all of the outstanding shares of Class B Common Stock, consented to the adoption of the 2006 Equity Plan Amendments. The 2006 Equity Plan Amendments will not become effective unless and until the Separation occurs.

Pursuant to the 2006 Equity Plan Amendments, the number of shares of Common Stock reserved for issuance under the 2006 Equity Plan will be increased by (i) 25,000,000 shares, (ii) an amount determined by the committee administering the 2006 Equity Plan to account for adjustments to outstanding stock options resulting from the Special Dividend and (iii) the number of shares needed to grant RSUs to holders of RSUs who elect to receive additional RSUs in lieu of any cash that would otherwise be distributed as a result of the Special Dividend. In addition, the 2006 Equity Plan Amendments increase the maximum aggregate number of shares of Common Stock that may be subject to awards granted during a calendar year from 1.5% to 1.75% of the number of shares outstanding on December 31 of the previous year. The 2006 Equity Plan Amendments also provide that the shares described in clauses (ii) and (iii) above, as well as the shares of Common Stock underlying the grant of “make-up” awards to compensate employees for any lost or decreased value due to the forfeiture of or reduction in time to exercise any Time Warner equity awards held by employees immediately prior to the Separation, will not be included in determining whether the yearly maximum described in the previous sentence has been exceeded.

In addition, the 2006 Equity Plan Amendments provide that neither such “make-up” awards nor the additional RSUs described in clause (iii) above will be subject to plan requirements that certain percentages of “Other Stock-Based Awards” remain unvested for at least three years after grant. Finally, the 2006 Equity Plan Amendments provide that the adjustments described in this paragraph are the only adjustments to the number of shares of Common Stock or other securities authorized for issuance pursuant to the 2006 Equity Plan that may be made to reflect the Separation and the Special Dividend.

Second Amended and Restated Certificate of Incorporation of the Issuer

In connection with the Separation Agreement, the Board recommended certain amendments to the Issuer’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). WCI, in its capacity at such time as the holder of a majority of the outstanding shares of Class A Common Stock and all of the outstanding shares of Class B Common Stock, acting by written consent in lieu of a meeting, consented to the adoption of the Second Amended and Restated Certificate of Incorporation. Following the receipt of the Special Dividend by Time Warner, the Issuer will cause to be filed with the Secretary of State of the State of Delaware the Second Amended and Restated Certificate of Incorporation, at which time it will immediately become effective. Some of the provisions included in the Second Amended and Restated Certificate of Incorporation may make it more difficult than under the Certificate of Incorporation for a potential acquiror to acquire control of the Issuer by means of a transaction that is not negotiated with its Board. Below is a summary of the most relevant changes:

	●	Voting Rights: Under the Certificate of Incorporation, each holder of Class B Common Stock is entitled to ten votes for each share of Class B Common Stock held of record by such holder with respect to all matters on which such holder is entitled to vote and each holder of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held of record by such holder with respect to all matters on which such holder is entitled to vote. Under the Second Amended and Restated Certificate of Incorporation, each holder of Common Stock will be entitled to one vote for each share of Common Stock held of record by such holder with respect to all matters on which such holder is entitled to vote.

	●	Directors: Under the Certificate of Incorporation, the holders of Class B Common Stock have the right to elect the Class B directors. The Class B directors must represent not less than four-fifths of the members of the Board. The holders of Class A Common Stock have the right to elect the Class A directors, who must represent not less than one-sixth and not more than one-fifth of the members of the Board. Under the Second Amended and Restated Certificate of Incorporation, all holders of Common Stock will have identical rights and vote together for the election of all of the members of the Board.

	●	Director Vacancies: Under the Certificate of Incorporation, vacancies on the Board are filled by the remaining directors elected by the class of common stock that elected the predecessor director or, if no such director is then serving on the Board, by the directors then serving on the Board. Under the Second Amended and Restated Certificate of Incorporation, vacancies on the Board will be filled by a majority vote of the remaining director(s), whether or not they represent a quorum.

	●	Capitalization: The Certificate of Incorporation authorizes 20,000,000,000 shares of Class A Common Stock, 5,000,000,000 shares of Class B Common Stock and 1,000,000,000 shares of preferred stock. As of February 25, 2009, there were 982,015,019 shares of Class A Common Stock issued and outstanding, 75,000,000 shares of Class B Common Stock issued and outstanding and no shares of preferred stock issued and outstanding. Under the Second Amended and Restated Certificate of Incorporation, there will be 25,000,000,000 shares of Common Stock authorized and the number of shares of Common Stock issued and outstanding will be equal to the aggregate number of shares of Class A Common Stock and Class B Common Stock issued and outstanding at the time of the Recapitalization. In addition, the Issuer will remain authorized to issue up to 1,000,000,000 shares of preferred stock. The 25,000,000,000 shares of Common Stock authorized under the Second Amended and Restated Certificate of Incorporation and the number of shares of Common Stock issued and outstanding will be reduced proportionally pursuant to the Reverse Stock Split (as defined below).

	●	Election to be Governed by Section 203 of the Delaware General Corporation Law: The Certificate of Incorporation contains an express election not to be governed by Section 203. The Second Amended and Restated Certificate of Incorporation will provide that the Issuer will elect to be governed by Section 203. The adoption of Section 203 may encourage any potential acquirer to negotiate with the Board and may impede the acquisition of control of the Issuer. Section 203 also might have the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the Issuer in which all stockholders would not be treated equally. The application of Section 203 to the Issuer will confer upon the Board the power to reject a proposed business combination in certain circumstances, even though a potential acquirer may be offering a substantial premium for the Issuer’s capital stock or assets over the then-current market price. Section 203 may also discourage potential acquirers that are unwilling to comply with its provisions.

●

Prohibition of Stockholder Action by Written Consent: The Certificate of Incorporation does not prohibit actions by written consent of the Issuer’s stockholders. The Second Amended and Restated Certificate of Incorporation will permit the Issuer’s stockholders to act only at annual and special meetings of the Issuer’s stockholders and not by written consent. The adoption of this provision may impede the acquisition of control of the Issuer.

Supplemental Credit Agreement

Pursuant to the Separation Agreement, on December 10, 2008, Time Warner and the Issuer entered into a $1,535,000,000 credit agreement (the “Supplemental Credit Agreement”). The Issuer may borrow under the Supplemental Credit Agreement only to repay amounts outstanding at the final maturity of its $2,070,000,000 senior unsecured term loan facility entered into on June 30, 2008, and amended on March 2, 2009 to reduce the aggregate commitments thereunder to $1,932,000,000 (the “Issuer Bridge Facility”). As of February 23, 2009, the Issuer has no borrowings outstanding under the Issuer Bridge Facility.

In addition, the Issuer’s obligations under the Supplemental Credit Agreement are guaranteed by TWE and TW NY and any other affiliate of the Issuer that in the future guarantees any of the Issuer’s material indebtedness.

Time Warner may assign its obligations under the Supplemental Credit Agreement to certain other lenders with the Issuer’s consent, but any such assignment prior to the borrowing date will not relieve Time Warner of its obligation to fund the full amount of the Supplemental Credit Agreement on the borrowing date. Amounts outstanding under the Supplemental Credit Agreement will bear interest at a rate equal to LIBOR or, if Time Warner has assigned its loans under the Supplemental Credit Agreement in full, at a rate equal to LIBOR or an alternate base rate, at the Issuer’s option, plus, in each case, an applicable margin based on the Issuer’s credit rating, subject to certain conditions. In addition, the per annum interest rate under the Supplemental Credit Agreement will increase by 25 basis points every six months following the borrowing date until all amounts outstanding under the agreement are repaid. The Supplemental Credit Agreement also contains conditions, covenants, representations and warranties and events of default (with customary grace periods, as applicable) substantially identical to those in the Issuer’s Bridge Facility.

Time Warner’s commitment under the Supplemental Credit Agreement will be further reduced (i) by 50% of any additional amounts by which the commitments under the Issuer Bridge Facility are further reduced by the net cash proceeds of subsequent issuances of debt or certain equity or certain asset sales by the Issuer prior to the Issuer’s borrowing under the Issuer Bridge Facility and (ii) by the amount the sum of the borrowing availability under the Issuer’s revolving facility plus the amount above $100,000,000 of the total cash and cash equivalents of the Issuer and certain of its subsidiaries, exceeds $2,000,000,000 (x) on any date prior to the date of borrowing under the Supplemental Credit Agreement, if any (the “Supplemental Borrowing Date”), on which the commitments under the Issuer’s revolving facility are increased in excess of the current $6,000,000,0000 amount or (y) on the Supplemental Borrowing Date. After the Supplemental Borrowing Date, subject to certain limited exceptions, the Issuer will be required to use the net cash proceeds from any incurrence of debt (other than an incurrence of debt under the Issuer revolving facility and its existing commercial paper program), issuance of equity securities and asset sale to prepay amounts outstanding under the Supplemental Credit Agreement. In addition, the Issuer must prepay amounts outstanding under the Supplemental Credit Agreement by the amount the sum of the borrowing availability under the Issuer’s revolving facility plus the amount above $100,000,000 of the total cash and cash equivalents of the Issuer and certain of its subsidiaries exceeds $2,000,000,000 (i) on any date on which the commitments under the Issuer’s revolving facility are increased in excess of the current $6,000,000,000 amount and (ii) on the last day of each fiscal quarter. The Issuer may prepay amounts outstanding under the Supplemental Credit Agreement at any time without penalty or premium, subject to minimum amounts.

Time Warner’s commitment under the Supplemental Credit Agreement is subject to satisfaction of certain customary conditions and will expire on the earliest of (i) the final maturity date of the Issuer Bridge Facility if no amounts have been borrowed under the Supplemental Credit Agreement, (ii) the date on which the Issuer terminates the Supplemental Credit Agreement, which it may do at any time prior to its borrowing under the Supplemental Credit Agreement, or (iii) a reduction in Time Warner’s commitment to zero as a result of a reduction in the commitments under the Issuer Bridge Facility.

Tax Matters Agreement

In addition to, and concurrent with, the Separation Agreement, Time Warner and the Issuer entered into a second amended and restated tax matters agreement (the “Tax Matters Agreement”). Pursuant to the Tax Matters Agreement, the Issuer and Time Warner have agreed to make periodic payments, subject to specified adjustments, to each other based on pro forma tax returns reflecting the applicable federal income tax liability that the Issuer and its subsidiaries (the “Issuer Group”) and Time Warner and its subsidiaries other than the Issuer Group (the “Parent Group”) would have had for each taxable period if the Issuer Group and the Parent Group had been separate consolidated groups. Similar provisions apply to foreign, state and local taxes.

The Tax Matters Agreement also requires the Issuer to indemnify Time Warner for any taxes resulting from the failure of any of the separation transactions to qualify as tax-free (“Transaction Taxes”) as a result of (i) certain actions taken, or the failure to take actions, by the Issuer, or (ii) the failure of certain representations to be made by the Issuer to be true. The Tax Matters Agreement further requires Time Warner to indemnify the Issuer for all other Transaction Taxes.

Deposit and Distribution Agreement

Time Warner is party to a deposit and distribution agreement entered into on February 25, 2009, with Computershare, Inc., a Delaware corporation (“Computershare”), Computershare Trust Company, N.A., a national banking association (together with Computershare, the “Depository”), and the Issuer (the “Deposit and Distribution Agreement”). Pursuant to the Deposit and Distribution Agreement, Time Warner has appointed the Depository to serve as depository and distribution agent for the Distribution. On March 12, 2009, simultaneously with the receipt of its pro rata share of the Special Dividend, Time Warner will deposit the shares of Class A Common Stock and Class B Common Stock that it then holds (the “Deposited Stock”) with Computershare to be held for the benefit of (i) Time Warner until 8 p.m. on March 12, 2009 (the “Distribution Record Date” and such period, the “TWX Deposit Period”) and (ii) for the benefit of Time Warner stockholders of record from the Distribution Record Date (other than those holding restricted shares) (the “Eligible Holders”) until March 27, 2009 (such period the “Eligible Holders Deposit Period”), at which time all of the shares of Common Stock previously held by Time Warner will ultimately be distributed to the Eligible Holders. Following the Distribution Record Date, Time Warner will no longer beneficially own any shares of Common Stock and will not consolidate the Issuer’s financial results for the purpose of its own financial reporting.

All dividends or distributions made by the Issuer during the time the Depository holds the Class A Common Stock, Class B Common Stock or Common Stock will be accepted by it. If the Issuer pays or issues cash dividends, makes other cash distributions on the Deposited Stock or effects the Reverse Stock Split during the TWX Deposit Period, the Depository shall accept and receive such dividends and distributions (including any cash-in-lieu payments in respect of the Reverse Stock Split). Upon receipt of such TWCable dividends and distributions (including any cash-in-lieu payments in respect of the Reverse Stock Split), such dividends and distributions (including any cash-in-lieu payments in respect of the Reverse Stock Split) shall be immediately distributed by the Depository to Time Warner. If the Issuer pays or issues cash dividends or makes other cash distributions on the Deposited Stock (other than any cash-in-lieu payments in respect of the Reverse Stock Split) during the Eligible Holders Deposit Period or pays or issues any dividends or distributions in shares of Class A Common Stock, Class B Common Stock or Common Stock during the TWX Deposit Period or the Eligible Holders Deposit Period, the Depository shall accept and receive such dividends and distributions. Upon receipt, such dividends and distributions shall be distributed by the Depository to the Eligible Holders pro rata upon the Distribution.

The Depository, during the TWX Deposit Period, will vote Class A Common Stock, Class B Common Stock and Common Stock that it holds on behalf of Time Warner in accordance with the express written instructions of Time Warner. Time Warner has instructed the Depository to vote, or give written consent, on behalf of Time Warner, in the same proportion as the shares of Class A Common Stock or Common Stock (other than those owned by Time Warner) are voted or consented with respect to the particular matter subject to a vote or consent of the stockholders of the Issuer, provided that Time Warner and the Depository have received from the Issuer written notice regarding how the other shares of Class A Common Stock and Common Stock were voted or consented.

The Issuer’s Reverse Stock Split

On January 30, 2009, the Board authorized a reverse stock split of the Common Stock (the “Reverse Stock Split”) and a corresponding amendment to the Second Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split and to reduce proportionately the number of shares of Common Stock that the Issuer is authorized to issue.

On February 10, 2009, WCI, in its capacity at such time as the holder of a majority of the outstanding shares of Class A Common Stock and all of the outstanding shares of Class B Common Stock, consented to the Reverse Stock Split at a ratio of either 1-for-2 or 1-for-3, the proportionate reduction in the number of shares of Common Stock that the Issuer is authorized to issue and a corresponding amendment to the Second Amended and Restated Certificate of Incorporation in accordance with Section 228 of the Delaware General Corporation Law. WCI’s consent gave the Board the authority to determine (i) whether to effect or abandon the Reverse Stock Split and (ii) whether the Reverse Stock Split ratio would be 1-for-2 or 1-for-3 (on February 13, 2009, the Board authorized the Issuer to effect the Reverse Stock Split at a ratio of 1-for-3). Under the terms of WCI’s consent, the Board is only permitted to effect the Reverse Stock Split either (i) on the date of and following the Recapitalization, but prior to the effective time of the Distribution Record Date or (ii) during the period that begins ten days after the date on which Time Warner commences the distribution of its interest in the Issuer to Time Warner’s stockholders and ends six months after the date of the Recapitalization. If the Issuer does not pay the Special Dividend and effect the Recapitalization, the Issuer will not implement the Reverse Stock Split. Because the Separation Agreement prohibits the Issuer from making certain changes to its capital structure prior to the Distribution Record Date, on February 10, 2009, Time Warner entered into a letter agreement with the Issuer consenting to the Reverse Stock Split if it is effected within the time frames described above.

Except as set forth in this Schedule 13D, to the best knowledge of each of the Reporting Persons, none of the persons identified in response to Item 2 has any other contracts, arrangements, understanding or relationship (legal or otherwise) with any other person with respect to any securities of the Issuer.

The foregoing descriptions of the Separation Agreement, the Amendment to Registration Rights Agreement, the Amendment to Reimbursement Agreement, the Amendment to Shareholder Agreement, the 2006 Equity Plan Amendments, the Second Amended and Restated Certificate of Incorporation, the Tax Matters Agreement, the Supplemental Credit Agreement and the Deposit and Distribution Agreement are qualified in their entirety by reference to the full text of these agreements, which are filed as exhibits to this Report on Form Schedule 13D and are incorporated herein by reference. All stockholders of Time Warner are urged to read these agreements carefully and in their entirety. These agreements have been included to provide you with information regarding their terms. They are not intended to provide any other factual information about Time Warner.

The Separation Agreement, the Amendment to Registration Rights Agreement, the Amendment to Reimbursement Agreement, the Amendment to Shareholder Agreement, the Tax Matters Agreement, the Supplemental Credit Agreement and the Deposit and Distribution Agreement contain representations and warranties that the parties made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for the purposes of the contract between the parties and may be subject to important qualifications and limitations agreed to by the parties in connection with the negotiation of the terms of the contracts. Moreover, some of those representations and warranties may not be accurate or complete as of any specific date, may be subject to a contractual standard of materiality different from those generally applicable to communications to stockholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. For the foregoing reasons, stockholders of Time Warner should not rely on the representations and warranties as statements of factual information.

Item 7. Materials to be Filed as Exhibits.

The following documents are filed as exhibits to this Schedule 13D:

Exhibit		Agreement

99.1		Joint Filing Agreement, dated as of March 4, 2009, between the Reporting Persons.
99.2		Separation Agreement, dated as of May 20, 2008, among Time Warner Inc., Time Warner Cable Inc., Time Warner Entertainment Company, L.P., TW NY Cable Holding Inc., Warner Communications Inc., Historic TW Inc., and American Television and Communications Corporation (incorporated by reference to Exhibit 99.1 to Time Warner Inc.’s Report on Form 8-K filed on May 27, 2008).
99.3		Amendment No. 1 to Registration Rights Agreement, dated as of May 20, 2008, between Time Warner Inc. (f/k/a AOL Time Warner Inc.) and Time Warner Cable Inc. (incorporated by reference to Exhibit 10.1 to Time Warner Inc.’s Quarterly Report on Form 10-Q for the quartered ended June 30, 2008 (the “June 2008 Form 10-Q”)).
99.4		Amendment No. 1 to Reimbursement Agreement, dated as of May 20, 2008, between Time Warner Inc. (f/k/a AOL Time Warner Inc.) and Time Warner Cable Inc. (incorporated by reference to Exhibit 10.2 to Time Warner Inc.’s June 2008 Form 10-Q).
99.5		Amendment No. 1 to Shareholder Agreement, dated as of May 20, 2008, between Time Warner Inc. and Time Warner Cable Inc. (incorporated by reference to Exhibit 10.4 to Time Warner Inc.’s June 2008 Form 10-Q).
99.6		Amendment to 2006 Equity Plan of Time Warner Cable Inc. (incorporated by reference to Exhibit 99.2 to Time Warner Cable Inc.’s Report on Form 8-K filed on June 16, 2008).
99.7		Second Amended and Restated Certificate of Incorporation of Time Warner Cable Inc. (incorporated by reference to Exhibit 99.1 to Time Warner Cable Inc.’s Report on Form 8-K filed on June 16, 2008).
99.8		Second Amended and Restated Tax Matters Agreement, dated as of May 20, 2008, between Time Warner Inc. and Time Warner Cable Inc. (incorporated by reference to Exhibit 99.2 to Time Warner Inc.’s Report on Form 8-K filed on May 27, 2008).
99.9		Credit Agreement, dated as of December 10, 2008, among Time Warner Inc. and Time Warner Cable Inc. (incorporated by reference to Exhibit 99.1 to Time Warner Inc.’s Report on Form 8-K filed on December 12, 2008).
99.10		Deposit and Distribution Agreement, dated as of February 25, 2009, among Time Warner Inc., Computershare Inc., Computershare Trust Company, N.A., and Time Warner Cable Inc.
99.11		WCI Consent in lieu of a Meeting of the Stockholders, dated February 10, 2009.
99.12		Time Warner Inc. Letter Agreement with Time Warner Cable Inc., dated February 10, 2009.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 4, 2009

TIME WARNER INC.

By:		/s/ Edward B. Ruggiero
		Name: Edward B. Ruggiero
		Title: Senior Vice President and Treasurer

WARNER COMMUNICATIONS INC.

By:		/s/ Edward B. Ruggiero
		Name: Edward B. Ruggiero
		Title: Senior Vice President and Treasurer

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF TIME WARNER INC.

Set forth below is a list of each executive officer and director of Time Warner Inc. setting forth the business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person. Unless otherwise indicated, each individual is a United States citizen.

On March 21, 2005, pursuant to an approved settlement with the SEC in connection with its investigation of Time Warner Inc.’s accounting and disclosure practices, Time Warner Inc. agreed, without admitting or denying any wrongdoing, to be enjoined from future violations of certain provisions of the securities laws and to comply with a prior SEC cease-and-desist order issued to its subsidiary, America Online, Inc. (now known as AOL LLC), in May 2000. In connection with the SEC’s investigation, in March 2005, Pascal Desroches (Time Warner’s Controller) also reached a settlement approved by the SEC pursuant to which he agreed, without admitting or denying the SEC’s allegations, to the entry of an administrative order that he cease and desist from any future violations of certain reporting provisions of the securities laws; however, he is not subject to any suspension, bar or penalty.

Name and Business Address	Position with Time Warner	Present Principal Occupation	Address of Present Principal Occupation (if different from address provided in Column 1)

Edward I. Adler c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Executive Officer	Executive Vice President, Corporate Communications, Time Warner (media and entertainment)	N/A

Herbert M. Allison, Jr c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	President and Chief Executive Officer, Fannie Mae (government-sponsored entity to support U.S. housing and mortgage market)	3900 Wisconsin Ave., N.W. Washington, DC 20016-2892

James L. Barksdale c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	Chairman and President, Barksdale Management Corporation (private investment management	Barksdale Management Corporation 800 Woodland Parkway, Suite 118 Ridgland, MS 39157

Jeffrey L. Bewkes c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Chairman of the Board and Chief Executive Officer	Chairman of the Board and Chief Executive Officer, Time Warner (media and entertainment)	N/A

Stephen F. Bollenbach c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	Former Co-Chairman and Chief Executive Officer of Hilton Hotels Corporation (hospitality)	N/A

Paul T. Cappuccio c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Executive Officer	Executive Vice President and General Counsel, Time Warner (media and entertainment)	N/A

Frank J. Caufield c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	Co-Founder and Partner Emeritus, Kleiner Perkins Caufield & Byers (venture capital firm)	Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025

Robert C. Clark c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	Distinguished Service Professor, Harvard University (higher education)	Harvard Law School 1563 Massachusetts Avenue Cambridge, MA 02138

Mathias Döpfner A citizen of the Federal Republic of Germany c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	Chairman of the Board, Chief Executive Officer and Head of the Newspapers and International Divisions, Axel Springer AG (newspaper and magazine publishing)	Axel Springer AG Axel-Springer-Strabe 65 10888 Berlin

Jessica P. Einhorn c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	Dean, Paul H. Nitze School of Advanced International Studies (SAIS), Johns Hopkins University (higher education)	Paul H. Nitze School of Advanced International Studies (SAIS), The Johns Hopkins University 1740 Massachusetts Avenue, NW, Washington, D.C. 20036

Patricia Fili-Krushel c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Executive Officer	Executive Vice President, Administration, Time Warner (media and entertainment)	N/A

Reuben Mark c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	Former Chairman, Colgate-Palmolive Company (consumer products)	Colgate-Palmolive Company 300 Park Avenue 11th Floor New York, NY 10022-7499

John K. Martin, Jr. c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Executive Officer	Executive Vice President and Chief Financial Officer, Time Warner (media and entertainment)	N/A

Carol A. Melton c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Executive Officer	Executive Vice President, Global Public Policy, Time Warner (media and entertainment)	N/A

Michael A. Miles c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	Special Limited Partner, Forstmann Little & Company (private investment firm)	Forstmann Little & Company 767 Fifth Avenue New York, NY 10153

Kenneth J. Novack c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	Senior Counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC (law firm)	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC One Financial Center Boston, MA 02111

Olaf Olafsson A citizen of the Republic of Iceland c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Executive Officer	Executive Vice President, Time Warner (media and entertainment)	N/A

Richard D. Parsons c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	Former Chairman of the Board, Time Warner (media and entertainment)	N/A

Deborah C. Wright c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	Chairman of the Board, President and Chief Executive Officer, Carver Bancorp, Inc. and Carver Federal Savings Bank (banking)	Carver Bancorp, Inc. 75 West 125th Street New York, NY 10027-4512

SCHEDULE B

EXECUTIVE OFFICERS AND DIRECTORS OF WARNER COMMUNICATIONS INC.

Set forth below is a list of each executive officer and director of Warner Communications Inc. setting forth the business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person. Unless otherwise indicated, each individual is a United States citizen.

Name and Business Address	Position with WCI	Present Principal Occupation

Edward Adler c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Executive Vice President	Executive Vice President, Corporate Communications, Time Warner (media and entertainment)

Jeffrey L. Bewkes c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Chairman, Chief Executive Officer and President	Chairman of the Board and Chief Executive Officer, Time Warner (media and entertainment)

Paul T. Cappuccio c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Executive Vice President	Executive Vice President and General Counsel, Time Warner (media and entertainment)

Pascal Desroches c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	Senior Vice President and Controller, Time Warner (media and entertainment)

Patricia Fili-Krushel c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Executive Vice President	Executive Vice President, Administration, Time Warner (media and entertainment)

Brenda C. Karickhoff c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Director	Senior Vice President and Deputy General Counsel, Time Warner (media and entertainment)

John K. Martin, Jr. c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Executive Vice President & Chief Financial Officer	Executive Vice President and Chief Financial Officer, Time Warner (media and entertainment)

Carol Melton c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Executive Vice President	Executive Vice President, Global Public Policy, Time Warner (media and entertainment)

Olaf Olafsson A citizen of the Republic of Iceland c/o Time Warner Inc. One Time Warner Center New York, NY 10019-8016	Executive Vice President	Executive Vice President, Time Warner (media and entertainment)

Edward B. Ruggiero

c/o Time Warner Inc.

One Time Warner Center

New York, NY 10019-8016

Director

Senior Vice President and Treasurer, Time Warner (media and entertainment)

EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT ex99-1.htm

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to Class A common stock, par value $0.01 per share, of Time Warner Cable Inc. and that this Agreement may be included as an Exhibit to such joint filing.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein, provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 4th day of March, 2009.

TIME WARNER INC.

By:		/s/ Edward B. Ruggiero
		Name: Edward B. Ruggiero
		Title: Senior Vice President and Treasurer

WARNER COMMUNICATIONS INC.

By:		/s/ Edward B. Ruggiero
		Name: Edward B. Ruggiero
		Title: Senior Vice President and Treasurer

EX-99.10 3 ex99-10.htm DEPOSIT AND DISTRIBUTION AGREEMENT ex99-10.htm

Exhibit 99.10

DEPOSIT AND DISTRIBUTION AGREEMENT

Among

TIME WARNER INC.,

COMPUTERSHARE INC.,

COMPUTERSHARE TRUST COMPANY, N.A.,

and

TIME WARNER CABLE INC.

Dated as of February 25, 2009

Table of Contents

EXECUTION COPY

TABLE OF CONTENTS

1.	Definitions	1
2.	Appointment as Distribution Agent	4
3.	Deposit of TWCable Capital Stock	5
4.	Voting Authorization and Instruction from TWX	5
5.	Limited Powers; Beneficial Ownership	6
6.	Dividends and Distributions	6
7.	Notification and Processing	7
8.	Distribution of Shares of TWCable Capital Stock	9
9.	Processing of Cash Payments	9
10.	Concerning the Depository	11
11.	Compensation of the Depository by TWX	11
12.	TWCable Reverse Stock Split	12
13.	Indemnification/Limitation of Liability	12
14.	Further Assurances	13
15.	TWCable Obligations	13
16.	Termination	14
17.	Notices	14
18.	Unclaimed Property and Lost Shares	15
19.	Governing Law	15
20.	Assignment	16
21.	Amendment	16
22.	Counterparts	17
23.	No Other Binding Commitments with Third Parties	17
24.	Force Majeure	17
25.	Consequential Damages	17
26.	Severability	17
27.	Confidentiality; Data Security	17
28.	Survival	18
29.	Merger of Agreement; Separation Agreement	18
30.	Process for Payment of Dividends on TWX Common Stock.	19

Schedule 1 Restricted Stock Held by Certain Directors Pursuant to Equity Compensation Plans

Schedule 10(c) TWX Authorized Representatives

Schedule 29 Payment of Dividends on TWX Common Stock

Table of Contents

EXECUTION COPY

DEPOSIT AND DISTRIBUTION AGREEMENT

This Deposit and Distribution Agreement (this “Agreement”) is entered into as of this 25th day of February, 2009, between Time Warner Inc., a Delaware corporation (“TWX”), Computershare Inc., a Delaware corporation (“Computershare”), Computershare Trust Company, N.A., a national banking association (together with Computershare, the “Depository”), and Time Warner Cable Inc., a Delaware corporation (“TWCable”). Unless otherwise provided herein, capitalized terms used herein shall have the meaning ascribed to such terms in Section 1 hereof.

WHEREAS, TWX, TWCable, Time Warner Entertainment Company, L.P., TW NY Cable Holding Inc., Warner Communications Inc., Historic TW Inc. and American Television and Communications Corporation have entered into a Separation Agreement, dated as of May 20, 2008 (as it may be amended from time to time, the “Separation Agreement”), for the purpose of distributing all of the shares of TWCable Capital Stock owned by TWX at the time of the Distribution to Eligible Holders as a Spin-Off, a Split-Off or a combination thereof (the “Distribution”);

WHEREAS, if, pursuant to the terms of the Separation Agreement, TWX elects to effect all or a portion of the Distribution as a Split-Off, TWX will commence an exchange offer (hereinafter referred to, together with any amendments or extensions thereof, as the “Exchange Offer”) to exchange outstanding shares of TWX Common Stock for shares of TWCable Capital Stock, upon the terms and subject to the conditions of the Offer to Exchange (the “Offer to Exchange”) and the related Letter of Transmittal (“Letter of Transmittal”), including the instructions set forth therein;

WHEREAS, pursuant to Section 3.01(e) of the Separation Agreement, TWX has agreed with TWCable to deposit or cause to be deposited, prior to the Distribution all of the shares of TWCable Capital Stock held by it or any of its Subsidiaries (the “Deposited TWCable Stock”) with a distribution agent;

WHEREAS, the Depository is a nationally recognized bank or trust company and is presently the transfer agent and registrar for the TWX Common Stock; and

WHEREAS, TWX desires that the Depository act as the distribution agent in connection with the Distribution, and the Depository has indicated its willingness to do so.

NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties hereto agree as follows:

1. Definitions

“Agreement” has the meaning ascribed thereto in the preamble to this Agreement.

“BNYMellon” shall mean Bank of New York Mellon, TWCable’s Stock Transfer Agent for, prior to the Recapitalization, TWCable Class A Common Stock and, following the Recapitalization and the TWCable Reverse Stock Split, if applicable, TWCable Common Stock.

Table of Contents

“Clean-Up Dividend” means a pro rata dividend of any shares of TWCable Capital Stock owned by TWX or any of its Subsidiaries following the consummation or termination of the Exchange Offer.

“Computershare” has the meaning ascribed thereto in the preamble to this Agreement.

“Confidential Information” has the meaning ascribed thereto in Section 27(b) of this Agreement.

“Deposited TWCable Stock” has the meaning ascribed thereto in the recitals to this Agreement.

“Depository” has the meaning ascribed thereto in the preamble to this Agreement.

“Distribution” has the meaning ascribed thereto in the recitals to this Agreement.

“Distribution Record Date” shall mean a time and date to be determined, in accordance with the terms and conditions of the Separation Agreement, by the board of directors of TWX as the record date for determining the stockholders of TWX entitled to receive shares of TWCable Capital Stock in the Distribution if the Distribution is effected, in whole or in part, as a pro rata dividend (as a Clean-Up Dividend or as a Spin-Off).

“Direct Registration System” means a system administered by The Depository Trust & Clearing Corporation whereby registered security owners hold their assets on the books and records of the transfer agent in book-entry form.

“Eligible Holders” shall mean (i) to the extent that the Distribution is effected as a Spin-Off, the holders of Eligible Shares and (ii) to the extent that the Distribution is effected as a Split-Off, the holders of Eligible Shares validly tendered and not withdrawn pursuant to the Exchange Offer.

“Eligible Holders Deposit Period” has the meaning ascribed thereto in Section 5(b) of this Agreement.

“Eligible Shares” shall mean (i) to the extent that the Distribution is effected as a Spin-Off or in connection with a Clean-Up Dividend, the shares of TWX Common Stock outstanding on the Distribution Record Date other than the shares of TWX Common Stock held by certain directors of TWX that are subject to restrictions on transfers pursuant to equity compensation plans, as set forth on Schedule 1 attached hereto, and (ii) to the extent that the Distribution is effected as a Split-Off, the shares of TWX Common Stock outstanding and eligible for acceptance for exchange in the Exchange Offer.

“Exchange Offer” has the meaning ascribed thereto in the recitals to this Agreement.

“Letter of Transmittal” has the meaning ascribed thereto in the recitals to this Agreement.

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“Offered Shares” has the meaning ascribed thereto in Section 2(a) of this Agreement.

“Offer to Exchange” has the meaning ascribed thereto in the recitals to this Agreement.

“Person” shall mean an individual or a partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or other entity, without regard to whether such entity is treated as disregarded for U.S. Federal income tax purposes.

“Recapitalization” means the filing with the Secretary of State of the State of Delaware by TWCable of an amended charter of TWCable pursuant to the terms of which, each of the outstanding shares of the TWCable Class A Common Stock and TWCable Class B Common Stock shall be automatically converted to one fully paid and non-assessable share of TWCable Common Stock.

“Separation Agreement” has the meaning ascribed thereto in the recitals to this Agreement.

“Shares Release Notification” shall mean irrevocable instructions from TWX to the Depository to deliver the appropriate number of shares of TWCable Capital Stock to the Eligible Holders (calculated pursuant to TWX’s written instructions which shall be consistent with Sections 3.02(a)-(c) of the Separation Agreement).

“Special Dividend” means a special cash dividend to be paid to holders of TWCable Class A Common Stock and TWCable Class B Common Stock as of a record date determined by the Board of Directors of TWCable pursuant to the terms of the Separation Agreement.

“Special Dividend Credit Agreement” shall mean the Credit Agreement, dated as of June 30, 2008, among TWCable, as the borrower, and the lenders party thereto, as it may be amended from time to time.

“Spin-Off” means the Distribution in the form of a dividend of shares of TWCable Capital Stock distributed to Eligible Holders on a pro rata basis.

“Split-Off” means the Distribution in the form of an exchange of TWCable Capital Stock for Eligible Shares.

“Stock Deposit” has the meaning ascribed thereto in Section 3(b) of this Agreement.

“Subsidiary” shall mean, with respect to a specified Person, a partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or other entity at least 50% of the outstanding voting or equity interests of which are owned by such specified Person or by one or more other Subsidiaries of such specified Person; provided, however, that for purposes of this Agreement, none of TWCable or any of its Subsidiaries shall be considered a Subsidiary of TWX.

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“TWCable” has the meaning ascribed thereto in the preamble to this Agreement.

“TWCable Capital Stock” shall mean (i) prior to the Recapitalization, collectively, the TWCable Class A Common Stock and the TWCable Class B Common Stock and (ii) from and after the Recapitalization and, if applicable, the TWCable Reverse Stock Split, the TWCable Common Stock.

“TWCable Class A Common Stock” shall mean the class A common stock of TWCable, par value $0.01 per share.

“TWCable Class B Common Stock” shall mean the class B common stock of TWCable, par value $0.01 per share.

“TWCable Common Stock” shall mean the common stock, par value $0.01 per share, of TWCable into which the issued and outstanding shares of TWCable Class A Common Stock and TWCable Class B Common Stock are reclassified in connection with the Recapitalization and, if applicable, after giving effect to the TWCable Reverse Stock Split.

“TWCable Reverse Stock Split” has the meaning ascribed thereto in Section 12 of this Agreement.

“TWX” has the meaning ascribed thereto in the preamble to this Agreement.

“TWX Common Stock” shall mean the common stock of TWX, $0.01 par value per share.

“TWX Deposit Period” has the meaning ascribed thereto in Section 4(a) of this Agreement.

2. Appointment as Distribution Agent

(a) TWX hereby appoints the Depository to serve as the Distribution Agent pursuant to the Separation Agreement and to hold the Deposited TWCable Stock for the purpose of (i) if TWX elects to effect all of the Distribution as a Spin-Off, distributing whole shares of Deposited TWCable Stock to the Eligible Holders as provided herein and/or aggregating the fractional shares of Deposited TWCable Stock that would otherwise be received by any Eligible Holder in the Distribution and, on behalf of such Eligible Holder, selling such shares (or causing such shares to be sold) in the open market and distributing the net proceeds thereof to the Eligible Holders as provided herein or (ii) if TWX elects to effect all or a portion of the Distribution as a Split-Off: (x) exchanging the shares of TWCable Capital Stock (the “Offered Shares”) for Eligible Shares and (y) distributing the remaining shares of TWCable Capital Stock held by TWX or any of its Subsidiaries following the consummation or termination of the Exchange Offer, if any, to Eligible Holders in connection with a Clean-Up Dividend.

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(b) The Depository agrees to serve as the distribution agent upon the terms and conditions set forth herein.

(c) If TWX elects to effect all or a portion of the Distribution as a Split-Off, TWX will deliver to the Depository before commencement of the Exchange Offer copies of each document that will be distributed to Eligible Holders in connection with the Exchange Offer, including a copy of the Offer to Exchange and a copy of the Letter of Transmittal to be used by Eligible Holders in effecting the exchange of Eligible Shares.

3. Deposit of TWCable Capital Stock

(a) TWX shall, or shall cause its Subsidiaries to, deposit with the Depository all of the shares of TWCable Capital Stock that it or any of its Subsidiaries holds as of such time (i) if TWX elects to effect all or a portion of the Distribution as a Split-Off, at the time TWCable borrows under the Special Dividend Credit Agreement or (ii) if TWX elects to effect the Distribution in whole as a Spin-Off, simultaneously with the receipt by TWX of its share of the Special Dividend.

(b) If TWX elects to effect all of the Distribution as a Spin-Off, once TWX deposits the Deposited TWCable Stock with the Depository (the “Stock Deposit”), the Depository shall hold the Deposited TWCable Stock for the benefit of (i) TWX from the time of the Stock Deposit until the Distribution Record Date and (ii) the Eligible Holders from and after the Distribution Record Date until the completion of the Distribution.

(c) If TWX elects to effect all or a portion of the Distribution as a Split-Off, once TWX deposits the Deposited TWCable Stock with the Depository, the Depository shall hold the Deposited TWCable Stock for the benefit of (i) TWX from the time of the Stock Deposit until the Eligible Shares are accepted for payment and (ii) Eligible Holders after Eligible Shares are accepted for payment until the completion of the Distribution.

(d) Upon the receipt by TWX of its portion of the Special Dividend, TWX shall (i) direct TWCable and BNYMellon, as transfer agents and registrars of the Class B Common Stock and Class A Common Stock, respectively, to register the Deposited TWCable Stock in the name of Computershare as depository for the benefit of TWX until the Distribution Record Date and (ii) subject to and in accordance with the Separation Agreement, direct BNYMellon, as transfer agent and registrar of the TWCable Common Stock, following the Recapitalization , to register the Deposited TWCable Stock in the name of Computershare as depository for the benefit of TWX until the Distribution Record Date and as distribution agent on behalf of the Eligible Holders from the Distribution Record Date until such time as BNYMellon distributes the Deposited TWCable Stock pursuant the instructions received by Depository and the terms of this Agreement.

4. Voting Authorization and Instruction from TWX

(a) TWX hereby authorizes the Depository to vote the Deposited TWCable Stock on behalf of TWX during the period that the Depository holds the Deposited TWCable Stock for the benefit of TWX pursuant to Section 3 of this Agreement (the “TWX Deposit Period”), or to give written consent on behalf of TWX during the TWX Deposit Period, in person or by proxy, at all meetings of stockholders of TWCable (whether at regular or special meetings or pursuant to written consent), and in all proceedings in which the vote or consent, written or otherwise, of the holders of TWCable Capital Stock may be required or authorized by law; provided, however, that the Depository is only authorized to vote the Deposited TWCable Stock, or give written consent on behalf of TWX, in accordance with TWX’s express written instructions set forth in Section 4(b) of this Agreement.

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(b) For purposes of Section 4(a) of this Agreement, TWX hereby irrevocably instructs the Depository to vote, or give written consent with respect to, the Deposited TWCable Stock in the same proportion as all other shares of TWCable Capital Stock are voted, or with respect to which consent is provided, with respect to the particular matter subject to a vote or consent of TWCable stockholders; provided that TWX and the Depository shall have received from TWCable written notice regarding how the other shares of TWCable Capital Stock were voted or consented.

5. Limited Powers; Beneficial Ownership

(a) During the TWX Deposit Period, TWX shall remain the legal and beneficial owner of the Deposited TWCable Stock. Except as specifically authorized by this Agreement, the Depository shall have no power or authority to sell, transfer, vote or otherwise deal in or with the Deposited TWCable Stock.

(b) During the period that the Depository holds the Deposited TWCable Stock for the benefit of the Eligible Holders pursuant to Section 3 of this Agreement (the “Eligible Holders Deposit Period”), the Eligible Holders shall be deemed to be the beneficial owners of the Deposited TWCable Stock.

6. Dividends and Distributions

(a) If TWCable pays or issues cash dividends, makes other cash distributions on the Deposited TWCable Stock or effects the TWCable Reverse Stock Split during the TWX Deposit Period, the Depository shall accept and receive such dividends and distributions (including any cash-in-lieu payments in respect of the TWCable Reverse Stock Split). Upon receipt of such TWCable dividends and distributions (including any cash-in-lieu payments in respect of the TWCable Reverse Stock Split), such dividends and distributions (including any cash-in-lieu payments in respect of the TWCable Reverse Stock Split) shall be immediately distributed by the Depository to TWX.

(b) If TWCable pays or issues cash dividends or makes other cash distributions on the Deposited TWCable Stock (other than any cash-in-lieu payments in respect of the TWCable Reverse Stock Split) during the Eligible Holders Deposit Period or pays or issues any dividends or distributions in shares of TWCable Capital Stock during the TWX Deposit Period or the Eligible Holders Deposit Period, the Depository shall accept and receive such dividends and distributions. Upon receipt of such TWCable dividends and distributions, such dividends and distributions shall be distributed by the Depository to the Eligible Holders pro rata upon the Distribution.

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(c) In the performance of its duties to deliver dividends and distributions under this Agreement, the Depository shall not be obligated to risk its own funds and will not be liable for taxes or other charges related to the delivery of such dividends or distributions.

7. Notification and Processing

If TWX elects to effect all or a portion of the Distribution as a Split-Off, in connection with the Exchange Offer and subject to Section 8(b) of this Agreement, the Depository is hereby authorized and directed, and hereby agrees to:

(a) Mail, via first-class mail, postage prepaid, as soon as practicable following the Effective Time (as such term will be defined in the Offer to Exchange), to each Eligible Holder as of the Effective Time (i) a copy of the Letter of Transmittal (including the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) relating to Eligible Shares having thereon the name and address of such Eligible Holder, (ii) an envelope addressed to the Depository for use by such Eligible Holder in exchanging his or her Eligible Shares for Offered Shares, (iii) a copy of the letter from TWX to Eligible Holders in the form provided by TWX and (iv) a copy of the S-4, prospectus, broker instruction letters and the like.

(b) Accept and respond promptly and accurately to all telephone requests for information relating to the exchange of Eligible Shares in connection with the Exchange Offer and, to the extent necessary, direct any inquiries to an information agent appointed by TWX.

(c) Receive and examine all certificates for Eligible Shares submitted for exchange and accompanying Letters of Transmittal for proper execution in accordance with the terms thereof. Such examination shall include a determination that such certificates for Eligible Shares are in proper form for transfer on the share registry books of the Depository and verification that no stop order has been issued against the shares represented by the surrendered certificates for Eligible Shares by reason of loss, theft, destruction or other invalidity. If more than one person is the record holder of any Eligible Shares, the Letter of Transmittal must be signed by each record holder. If a holder fails to submit all share certificates held by such holder (in contradiction of such holder’s instructions on the applicable Letter of Transmittal), the Depository shall contact such holder in writing to follow up regarding such other certificates (unless otherwise instructed by TWX).

(d) Retain or return to Eligible Holders (as applicable) those exchange documents evidencing some deficiency in execution and make reasonable attempts to inform such Eligible Holder of the need to correct such deficiency. The Depository shall maintain complete and accurate records in readily searchable paper, microfiche or computerized form of such deficiencies and returns, in compliance with applicable record retention laws, rules or regulations.

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(e) Accept exchanges signed by persons acting in a fiduciary or representative capacity only if such capacity is shown on the Letter of Transmittal and proper evidence of authority to act has been submitted to the Depository.

(f) Accept exchanges from persons alleging loss, theft or destruction of certificates for Eligible Shares upon receipt of an appropriate affidavit of loss and a corporate bond of indemnity, each in such form and substance as approved by the Depository and which shall include indemnification of TWX and the Depository.

(g) Accept exchanges of Eligible Shares held in book-entry form or, if so requested by TWX, instruct BNYMellon to issue Offered Shares other than in the name that appears on the certificates for Eligible Shares submitted for exchange, where (i) such certificates for Eligible Shares are duly endorsed or accompanied by appropriately signed stock powers, (ii) the signature thereon is guaranteed by a participant in a signature guarantee program approved by the Securities Transfer Association and (iii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefor are provided to the Depository, or it is established by the stockholder to the satisfaction of the Depository that no such taxes are due and payable.

(h) Effect the exchange of Eligible Shares held in book-entry form and instruct BNYMellon to issue Offered Shares in the form of a Direct Registration System statement of ownership in a form reviewed in advance by TWX (as provided by BNYMellon).

(i) Upon expiration of the Exchange Offer and assuming surrender of TWX certificate(s) and properly executed Letters of Transmittal, in accordance with the terms of the Offer to Exchange and subject to proration, instruct BNYMellon to issue Offered Shares registered in the name of the Persons who deliver such Letters of Transmittal and deliver a Direct Registration System statement of ownership to each such Person, registered in such names as are appropriate pursuant to properly executed Letters of Transmittal, for every share represented by such share certificate(s); provided that no fractional shares of Offered Shares shall be issued. If requested by a stockholder in his or her written instructions to the Letter of Transmittal, arrange for the issuance of single certificates for all of the Offered Shares to which such stockholder is entitled or statement of holding reflecting offered Shares in the Direct Registration System.

(j) Cancel all certificates for Eligible Shares accepted for exchange and retain such canceled certificates pending further instructions from TWX. The Depository shall maintain complete and accurate records of such canceled shares in readily searchable paper, microfiche or computerized form, in compliance with applicable record retention laws, rules or regulations.

(k) Instruct BNYMellon to promptly issue Direct Registration System statements of ownership, or, if requested by a stockholder, the issuance and delivery of stock certificates, of Offered Shares as provided in paragraph (i) above.

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(l) At the request of TWX, return to TWX any and all necessary records, information and material concerning and representing Eligible Shares in compliance with applicable laws, except to the extent Depository is required to retain, such records, information and material pursuant to applicable law.

(m) On the payment date of the Clean-Up Dividend, as determined by the Board of Directors of TWX in accordance with Section 3.01(a) and Section 3.01(b) of the Separation Agreement, provide BNYMellon with instructions for the distribution of the remaining shares of TWCable Capital Stock, if any, to Eligible Holders as a Clean-Up Dividend.

8. Distribution of Shares of TWCable Capital Stock

(a) If TWX elects to effect all of the Distribution as a Spin-Off, the Depository is hereby authorized and directed to distribute the Deposited TWCable Stock to Eligible Holders by providing no later than seven business days following the Distribution Record Date (i) a list of Eligible Holders that sets forth the number of whole shares of TWCable Deposited Stock that each Eligible Holder is entitled to, to BNYMellon, (ii) a letter of instruction to BNYMellon directing BNYMellon to distribute the Deposited TWCable Stock in accordance with such list and (iii) to BNYMellon a full record list of the Eligible Holders, in a form and medium reasonably acceptable to TWCable and BNYMellon, which record list will include the address, tax identification number and Form W-9 certification of each Eligible Holder, to the extent the Depository has such information in its records. In addition, the Depository is hereby authorized and directed to provide BNYMellon with a test file five business days prior to the Distribution Record Date.

(b) Notwithstanding anything herein to the contrary, the Depository shall not transfer the Deposited TWCable Stock to Eligible Holders unless irrevocably instructed to do so by TWX in a Shares Release Notification, which notification shall be delivered pursuant to the terms of the Separation Agreement. The Shares Release Notification shall also contain instructions on how to calculate the number of whole shares of Deposited TWCable Stock that each Eligible Holder is entitled to.

9. Processing of Cash Payments

The Depository or Computershare, as applicable, is hereby authorized and directed, and hereby agrees to:

(a) Aggregate the fractional shares of TWCable Capital Stock that would otherwise be received by any Eligible Holder in the Distribution and, on behalf of such Eligible Holders, sell such shares (or cause them to be sold) in the open market, and distribute the net proceeds thereof to such Eligible Holders, after deducting any applicable taxes, brokerage charges and commissions on a pro rata basis. Any such sales shall be in the Depository’s sole discretion and the Depository shall determine when, how, through which broker-dealer and at what price such shares shall be sold. The Depository shall arrange for the issuance of a single check to each Eligible Holder for cash in lieu of fractional shares.

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(b) If appropriate, deliver the cash in lieu of payment by first-class mail under the provisions of the Depository’s first-class mail bond protecting the Depository from loss or liability arising out of the non-receipt or non-delivery of such payment or arising out of the replacement thereof, for any deliveries where market value does not exceed the amount of the Depository’s first-class mail bond. Any mail delivery exceeding such amount shall be delivered by registered mail or overnight mail and shall be insured separately for the replacement value of its contents at the time of mailing. The Depository shall monitor the proper delivery of the aforesaid mailings.

(c) None of the parties hereto nor BNYMellon shall be liable to any Person in respect of any shares of TWCable Capital Stock (or dividends or distributions with respect thereto) or proceeds from a sale of such shares that are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

(d) Pay, upon acceptance of Eligible Shares for exchange, any dividends or distributions declared on unexchanged shares; provided, however, that TWX shall promptly provide funds for such dividends or distributions.

(e) Withhold from the consideration otherwise payable to Eligible Holders pursuant to this Agreement such amounts as are required to be withheld with respect to the making of such payments under applicable tax law. Any amounts withheld in accordance with this Section 9(e) shall be treated for all purposes of this Agreement as having been paid to the Persons otherwise entitled thereto.

(f) Prepare and file with the appropriate governmental agency, and deliver to the appropriate persons, all tax information forms required to be filed and delivered with respect to dividend payments and any other distributions received by the Depository pursuant to this Agreement during each calendar year, or any portion thereof, during which the Depository performs services hereunder.

(g) At the request of TWX, return to TWX any and all necessary records, information and material concerning and representing unexchanged Eligible Shares, except to the extent Depository is required to retain, such records, information and material pursuant to applicable law, rules or regulations.

(h) The Depository shall, in compliance with applicable record retention laws, rules or regulations, keep and maintain on a continuing basis, in an easily searchable format complete and accurate records showing all transactions and communications with Eligible Holders, including (i) certificates for Eligible Shares surrendered, (ii) all Eligible Shares registered in book-entry format exchanged for TWCable Capital Stock in certificated or uncertificated form, (iii) all Offered Shares requisitioned from BNYMellon by the Depository, (iv) all cash payments or distributions of Deposited TWCable Common Stock made hereunder, (v) all documents returned to Eligible Holders as incomplete, deficient or inappropriate; (vi) all correspondence relating to lost or stolen Eligible Shares and (v) all letters of instruction or direction delivered hereunder.

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(i) TWX acknowledges that the bank accounts maintained by Computershare in connection with the services provided under this Agreement will be in the Depository’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time.

10. Concerning the Depository

The Depository:

(a) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be requested of the Depository by TWX, with the consent of TWCable (not to be unreasonably withheld; provided, that to the extent any such request is inconsistent with the Separation Agreement, any failure to consent to such request shall be deemed to be reasonably withheld) or by TWCable, with the consent of TWX (not to be unreasonably withheld; provided, that to the extent any such request is inconsistent with the Separation Agreement, any failure to consent to such request shall be deemed to be reasonably withheld), with respect to the Distribution and agreed upon by the Depository; provided further, that to the extent that the Depository will incur any additional costs in order to carry out TWCable’s instructions, TWX shall be reimbursed from TWCable for the incurrence of any of such additional costs by the Depository; provided further, however, that TWCable shall not be responsible to reimburse TWX for costs relating to TWCable’s subsequent requests that are intended to address omissions or actions or instructions that have been erroneously performed or made by the Depository.

(b) may rely on and shall be held harmless by TWX in acting upon any certificate, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been signed by the proper party or parties;

(c) may rely on and shall be held harmless in acting upon written or oral instructions from the authorized representatives of TWX set forth on Schedule 10(c) with respect to any matter relating to its acting as Depository specifically covered by and not inconsistent with this Agreement; and

(d) may consult with counsel satisfactory to it (including counsel for TWX) and shall be held harmless in relying on the written advice or opinion of such counsel in respect of any action taken, suffered or omitted by it pursuant to this Agreement in good faith and in accordance with such advice or opinion of such counsel.

11. Compensation of the Depository by TWX

TWX shall pay fees for the services rendered hereunder, as set forth in the fee schedule separately agreed to between TWX and the Depository. The Depository shall also be entitled to reimbursement from TWX for all reasonable and necessary expenses paid or incurred by it in connection with the administration by the Depository of its duties hereunder.

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12. TWCable Reverse Stock Split

The parties hereto acknowledge that the Board of Directors of TWCable has approved and TWCable may, at its discretion, following the Recapitalization but prior to the Distribution Record Date, implement a reverse stock split of the TWCable Common Stock whereby each three (3) shares of TWCable Common Stock, either issued and outstanding or held by TWCable as treasury stock, will be reclassified and changed into one (1) fully paid and nonassessable share of TWCable Common Stock (the “TWCable Reverse Stock Split”).

13. Indemnification/Limitation of Liability

TWX covenants and agrees to indemnify and to hold the Depository harmless against any unreasonable, documented and itemized costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Depository pursuant hereto; provided that such covenant and agreement does not extend to, and the Depository shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Depository as a result of, or arising out of, its negligence, gross negligence, recklessness, bad faith or willful misconduct or, subject to the provisions of Section 24 of this Agreement, failure of its record systems.

Promptly after the receipt by the Depository of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Depository shall, if a claim in respect thereof is to be made against TWX, notify TWX thereof in writing. TWX shall be entitled to participate at its own expense in the defense of any such claim or proceeding and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. In the event that TWX assumes the defense of any such suit or of any other legal action or proceeding, the Depository agrees to cooperate fully in such defense as and if requested by TWX. In addition, if TWX assumes the defense of any such suit, or of any other legal action or proceeding notwithstanding any other provision hereof, the Depository shall not be entitled to reimbursement of counsel fees for separate counsel the Depository may retain with respect to such suit or other legal action or proceeding. For the purposes of this Section 13, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Depository, and all reasonable, documented and itemized costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation.

The Depository shall be responsible for and shall indemnify and hold TWX harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Depository’s refusal or failure to comply with the terms of this Agreement, or which arise out of Depository’s recklessness, bad faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Depository hereunder, for which the Depository is not entitled to indemnification under this Agreement; provided, however, that Depository’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed one million U.S. dollars ($1,000,000). The foregoing limitation shall not apply to losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Depository’s recklessness, bad faith or willful misconduct or any breach by Depository of its confidentiality obligations.

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Promptly after the receipt by TWX of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, TWX shall, if a claim in respect thereof is to be made against the Depository, notify the Depository thereof in writing. The Depository shall be entitled to participate at its own expense in the defense of any such claim or proceeding. In the event that the Depository assumes the defense of any such suit or other legal action or proceeding, TWX agrees to cooperate fully in such defense as and if requested by the Depository. In addition, if the Depository assumes the defense of any such suit, or other legal action or proceeding notwithstanding any other provision hereof, TWX shall not be entitled to reimbursement of counsel fees for separate counsel TWX may retain with respect to such suit or other legal action or proceeding. For the purposes of this Section 13, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of TWX, and all reasonable, documented and itemized costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation.

14. Further Assurances

(a) From time to time and after the date hereof, TWX shall deliver or cause to be delivered to the Depository such further documents and instruments and shall do and cause to be done such further acts as the Depository shall reasonably request (it being understood that the Depository shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

(b) From time to time after the date hereof, TWX shall provide such assistance and shall do and cause to be done such further acts as TWCable and BNYMellon shall reasonably request to enable TWCable and BNYMellon to obtain documents, records and instruments from the Depository in such form and medium as TWCable shall reasonably request including, without limitation, providing the name, phone number and email address of a contact person at the Depository.

15. TWCable Obligations

(a) After the date hereof, in connection with the Distribution, TWCable shall deliver or cause to be delivered to the Depository any documents and instruments (including any documents and instruments relating to any shares of TWCable Capital Stock issued as payments or dividends during the TWX Deposit Period) and shall do and cause to be done such further acts as TWX and the Depository shall reasonably request to enable the Depository to carry out the provisions and purposes of this Agreement.

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(b) If during the TWX Deposit Period TWCable’s stockholders vote on or consent to any matter, TWCable shall deliver or shall cause to be delivered to TWX and the Depository written notice indicating how the shares of TWCable Capital Stock (other than the Deposited Stock) have been voted or consented in order to enable the Depository to comply with Section 4 of this Agreement.

16. Termination

This Agreement shall remain in effect until the earlier of (i) the completion of the Distribution, (ii) notification to the Depository in writing by TWX of the termination of the Separation Agreement in accordance with its terms prior to the Distribution Record Date, (iii) the termination by the Depository upon a material breach of this Agreement, which remains uncured for 30 days after written notice of such breach has been provided; provided, however, that prior to the effectiveness of the termination of this Agreement, TWX will use its best efforts to secure the services of a comparable depository which shall enter into a deposit and distribution agreement with TWX and TWCable that has the same terms as the Agreement (other than any negotiated fees) and is reasonably acceptable to TWCable; or, (iv) 10 days’ written notice from TWX of its intent to terminate this Agreement; provided, however, that within 10 days of the delivery of such notice and in any event prior to the effectiveness of the termination of this Agreement, TWX will secure the services of a comparable depository which shall enter into a deposit and distribution agreement with TWX and TWCable that has the same terms as the Agreement (other than any negotiated fees) and is reasonably acceptable to TWCable; provided further, however, that in no event shall this Agreement terminate pursuant to clauses (i), (ii) or (iv) of this Section 16 if, at such time, TWCable has paid the Special Dividend and the Separation Agreement has not been terminated in accordance with its terms.

17. Notices

All written reports, notices and other communications between the Depository and TWX required or permitted hereunder shall be delivered or mailed by first-class mail, postage prepaid, telecopier or overnight courier guaranteeing next-day delivery, addressed as follows:

If to TWX, to:

Time Warner Inc.

One Time Warner Center

New York, NY 10019

Attn: General Counsel

Fax: (212) 484-7167

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attention: Richard Hall

Fax: (212) 474-3700

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If to the Depository, to:

Computershare Trust Company, N.A.

c/o Computershare Inc.

250 Royall Street

Canton, MA 02021

Attn: Reorganization Department

Fax: (781) 575-2152

If to TWCable, to:

Time Warner Cable Inc.

One Time Warner Center

North Tower

New York, NY 10019

Attn: General Counsel

Fax: (704) 973-6201

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attn: Robert B. Schumer

Ariel J. Deckelbaum

Fax: (212) 757-3990

18. Unclaimed Property and Lost Shares

The Depository shall report unclaimed property with respect to cash-in-lieu of fractional shares to each state in compliance with state laws and shall comply with Section 17Ad-17 of the Securities Exchange Act of 1934, as amended. The Depository will charge TWX its standard fees plus out-of-pocket expenses (including the cost of due diligence mailings) for such services. TWCable shall instruct BNYMellon to report unclaimed property with respect to the Deposited TWCable Stock to each state in compliance with state laws as well as Section 17Ad-17 of the Securities Exchange Act of 1934, as amended, and, upon receiving a request from TWX, TWCable shall promptly send, or cause to be sent, to TWX a copy of the reports that are filed from BNYMellon.

19. Governing Law

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof, except to the extent the laws of the State of Delaware are mandatorily applicable to any of the transactions contemplated by this Agreement. Each party (a) hereby consents to the personal jurisdiction of any New York state court or any Federal court located in the State of New York or the State of Delaware or any Delaware state court in the event any dispute arises under this Agreement, (b) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) shall not bring any action under this Agreement in any court other than any New York state court or any Federal court located in the State of New York or the State of Delaware or any Delaware state court.

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(b) TWX and TWCable, solely with respect to each other and not with respect to any other party to this Agreement, hereby waive any right to trial by jury with respect to any action related to or arising out of this Agreement. For the avoidance of doubt, the Depository does not waive the right to trial by jury with respect to any party to this Agreement and TWX does not waive its right to trial by jury with respect to the Depository.

(c) Notwithstanding anything to the contrary contained herein, nothing herein shall in any manner limit the rights or remedies that the parties hereto may have under applicable law including, without limitation, common law or equitable principles with respect to the performance of this Agreement.

20. Assignment

(a) Except as provided in Section 20(b) below, neither this Agreement nor any rights or obligations hereunder may be assigned by any party hereto without the written consent of the other parties.

(b) The Depository may, with prior consent of TWX, subcontract with other subcontractors for systems, processing, telephone and mailing services, and post-Distribution cleanup activities, as may be required from time to time; provided, however, that the Depository shall (i) be as fully responsible to TWX and TWCable for the acts and omissions of any subcontractor as it is for its own acts and omissions and (ii) remain obligated under all of its covenants and agreements hereunder.

(c) Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Depository, TWX and TWCable and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Depository, TWX and TWCable. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and permitted assigns.

21. Amendment

This Agreement may not be changed orally or modified, amended or supplemented without an express written agreement executed by each of the Depository, TWX and TWCable.

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22. Counterparts

This Agreement may be executed in separate counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Any counterpart or other signature hereupon delivered by a party by facsimile or other electronic means shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

23. No Other Binding Commitments with Third Parties

This Agreement does not constitute an agreement for a partnership or joint venture between the parties. None of the parties to this Agreement shall make any commitments with third parties that are binding on any other party hereto without the prior written consent of such other party.

24. Force Majeure

To the extent that a party is unable to perform its obligations under the terms of this Agreement because of acts of God, terrorist acts, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other parties for any damages resulting from such failure to perform or otherwise from such causes. Performance under this Agreement shall resume when the affected party or parties are able to perform substantially its or their duties.

25. Consequential Damages

Notwithstanding anything herein to the contrary, no party to this Agreement shall be liable to the other parties for any consequential, indirect, special or incidental damages under any provision of this Agreement or for any consequential, indirect, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.

26. Severability

If any provision of this Agreement shall be held invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

27. Confidentiality; Data Security

(a) The terms and conditions related to confidentiality and data security as set forth in the Agreement for Stock Transfer Services made between TWX and the Depository, dated May 1, 2000 and effective March 1, 2000, as amended, shall be incorporated herein by reference to apply to any information exchanged or transactions between TWX and the Depository and, for the avoidance of doubt, shall in no manner bind TWCable or BNYMellon.

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(b) Except as may be required by law, TWCable shall keep all books, records, proprietary information (including, without limitation, the list of Eligible Holders to be provided to BNYMellon by the Depository pursuant to this Agreement and the letters of instruction issued hereunder as well as any and all data or other material, in whatever substantive form, whether or not compiled or otherwise prepared by the party receiving such information, and which has been derived or developed from or which contains or refers to any confidential or proprietary information) (the “Confidential Information”), which are exchanged or received in the performance of this Agreement in strict confidence and shall not voluntarily disclose any Confidential Information to any other person, other than BNYMellon for the express purpose of carrying out the actions required to be performed under this Agreement. Confidential Information shall not include any information which is (i) or comes into the public domain (other than as a result of a wrongful disclosure by TWCable); (ii) rightfully received from a third party without any obligation of confidentiality; (iii) previously known to TWCable without any limitation on its use or disclosure; (iv) independently developed by TWCable without reference to any Confidential Information and without violating any of its obligations under this Agreement; (v) generally made available to third parties without restriction on disclosure; or (vi) disclosed with the prior written approval of the TWX; provided, however, that the personally identifiable information of all Eligible Holders (e.g., names, addresses, social security numbers) shall at all times be held in strict confidence regardless of whether such personally identifiable information falls into one of the categories enumerated in subclauses (i)-(vi) of this sentence.

(c) TWCable shall inform BNYMellon of the confidential nature of the Confidential Information, and, prior to the Distribution Record Date, shall enter into an agreement in writing pursuant to which BNYMellon will be bound to use such Confidential Information solely for the purpose of carrying out this Agreement or its customary duties as transfer agent of TWCable.

(d) Notwithstanding anything herein to the contrary, after the completion of the Distribution and at the time when Eligible Holders become TWCable stockholders and BNYMellon has entered the Eligible Holders information into its recordkeeping systems, TWCable and BNYMellon may use such information for customary purposes as issuer of the TWCable Common Stock and transfer agent, respectively.

28. Survival

All provisions of Sections 11, 13, 14, 15, 18, 19, 21, 20 and 24-28 shall survive any termination, for any reason, of this Agreement.

29. Merger of Agreement; Separation Agreement

This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written; provided, however, that nothing contained herein shall affect, alter, amend or otherwise modify the rights and obligations of each of TWX and TWCable and their respective Subsidiaries under the Separation Agreement.

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30. Process for Payment of Dividends on TWX Common Stock

The process for payment of dividends on TWX Common Stock shall be as set forth in Schedule 29 to this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the day and year first above written.

COMPUTERSHARE TRUST COMPANY, N.A.		TIME WARNER INC.
By:	/s/ Cynthia Nisley	By:	/s/ Brenda C. Karickhoff
Name:	Cynthia Nisley	Name:	Brenda C. Karickhoff
Title:	Senior Vice President	Title:	Senior Vice President
Date:	February 24, 2009	Date:	February 25, 2009

COMPUTERSHARE INC.		TIME WARNER CABLE INC.
By:	/s/ Cynthia Nisley	By:	/s/ David A. Christman
Name:	Cynthia Nisley	Name:	David A. Christman
Title:	Senior Vice President	Title:	Senior Vice President
Date:	February 24, 2009	Date:	February 24, 2009

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Schedule 1

Restricted Stock Held by Certain Directors Pursuant to Equity Compensation Plans

Name	Number of Shares of Restricted Stock

Stephen F. Bollenbach	726
Reuben Mark	726
Michael A. Miles	726

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Schedule 10(c)

TWX Authorized Representatives

Brenda C. Karickhoff

Douglas S. Phillips

Janet Silverman

Gabrielle K. Haskell

Julie Y. Kim

Janice Cannon

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Schedule 29

Payment of Dividends on TWX Common Stock

Conventions Applicable to Time Warner Share Repurchase Program.

(a) The shares purchased under the Share Repurchase Program on the ex-dividend date (for the Distribution) through the Distribution Record Date will participate in the Distribution and the Distribution will be paid to the holder of record on the Distribution Record Date (which generally would be the person/entity from whom TWX purchased the shares).

(b) TWX will not receive a Distribution on any shares purchased. Shares received from trades settled on or before the Distribution Record Date will be transferred by DWAC on the last day of each month (including the Distribution Record Date) to the Company’s account at the Depository and will be treated as treasury stock. Distributions on shares purchased on the ex-dividend date through the Distribution Record Date and thus not settled by the Distribution Record Date will be paid to the seller.

Conventions Applicable to Holders of Unexchanged Stock.

The Distribution will not be paid to the holder of any unexchanged shares of AOL LLC or Historic TW Inc. with respect to the shares of TWX Common Stock that such holder would be entitled to receive upon surrender of an AOL LLC or a Historic TW Inc. common stock certificate (each an “Unexchanged Share”) until surrender of such share certificates. The Depository will coordinate with BNYMellon to establish a reserve of TWCable Capital Stock and to issue such reserved shares upon surrender or escheatment of an Unexchanged Share. BNYMellon will keep the Depository informed of any adjustments made to the TWCable Capital Stock subsequent to the Distribution that may impact the number shares of TWCable Capital Stock that each Eligible Holder would be entitled to receive upon surrender of an Unexchanged Share. For purposes of this Schedule 29, an Unexchanged Share shall also include any unexchanged shares of capital stock, the holders of which are entitled to receive either shares of AOL LLC or Historic TW Inc. common stock.

Conventions Applicable to Time Warner Equity Plans.

(a) Stock Option Exercises. If options are exercised on or before an ex-dividend date (for the Distribution) in advance of the Distribution Record Date or on the Distribution Record Date, the optionee will be paid the Distribution on the shares of TWX Common Stock issued to the optionee as a result of the exercise. This process will be followed whether the option exercise is done as an exercise and hold (“cash exercise”), exercise and same-day sale (“cashless exercise”) or exercise using already owned shares (“stock swap”).

(b) Restricted Stock/Restricted Stock Units/Performance Stock Units Vesting on the Distribution Record Date. The Distribution will be paid on the shares of TWX Common Stock that have been delivered on or before the Distribution Record Date as a result of the vesting of restricted stock, restricted stock units or performance stock units on or before the Distribution Record Date.

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(c) Unvested Restricted Stock/Restricted Stock Units on the Distribution Record Date. Restricted stock and restricted stock units that have not vested and the underlying shares of Time Warner delivered as of the Distribution Record Date will not participate in the Distribution.

(d) Deferred Compensation Accounts Using the Time Warner Crediting Valuation Method. Deferred compensation accounts that use the Time Warner Crediting Valuation Method will not participate in the Distribution.

(e) Performance Stock Units. Performance stock units that have not vested and the underlying shares of Time Warner delivered as of the Distribution Record Date will not participate in the Distribution.

EX-99.11 4 ex99-11.htm WCI CONSENT IN LIEU OF A MEETING OF THE STOCKHOLDERS ex99-11.htm

Exhibit 99.11

TIME WARNER CABLE INC.

Consent in Lieu of a Meeting

of the Stockholders

The undersigned, a wholly owned subsidiary of Time Warner Inc., a Delaware corporation (“Time Warner”), being the holder of a majority of the Class A common stock of Time Warner Cable Inc., a Delaware corporation (the “Corporation”), and all of the Class B common stock of the Corporation, representing a majority of the combined voting power, hereby adopts and approves the following resolutions by written consent in lieu of a meeting pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”):

WHEREAS, pursuant to the Separation Agreement, dated as of May 20, 2008 (the “Separation Agreement”), among the Corporation, Time Warner and certain subsidiaries of the Corporation and Time Warner, following the satisfaction of certain conditions, the Corporation will file with the Secretary of State of the State of Delaware the Second Amended and Restated Certificate of Incorporation of the Corporation (the “Charter”), pursuant to which, among other things, each outstanding share of Class A common stock of the Corporation and Class B common stock of the Corporation will automatically be converted into one share of common stock of the Corporation, par value $0.01 per share (the “TWC Common Stock”) (the “Recapitalization”);

WHEREAS, the Board of Directors of the Corporation (the “Board of Directors”) has determined that it is advisable and in the best interests of the Corporation and its stockholders to, at the discretion of the Board of Directors and subject to the resolutions set forth below, effect a reverse stock split (the “Reverse Stock Split”) whereby, at the discretion of the Board of Directors, each two (2) or three (3) shares of TWC Common Stock, either issued and outstanding or held by the Corporation as treasury stock, shall be reclassified and changed into one (1) fully-paid and nonassessable share of TWC Common Stock (the “1-for-2 Reverse Stock Split” and “1-for-3 Reverse Stock Split,” respectively);

WHEREAS, the Board of Directors has determined that it is advisable and in the best interests of the Corporation and its stockholders to, in the event the Board of Directors determines to effect the 1-for-2 Reverse Stock Split or the 1-for-3 Reverse Stock Split, proportionately reduce the number of shares of authorized TWC Common Stock;

WHEREAS, the Board of Directors has determined that it is advisable and in the best interests of the Corporation and its stockholders that, if a Reverse Stock Split is declared and effectuated, no fractional shares be issued to any holder of TWC Common Stock in connection with such Reverse Stock Split, and that, instead of issuing fractional shares, the Corporation will pay to each registered stockholder, a cash payment (without interest or deduction) in lieu of such fractional shares equal to the fraction of shares to which the stockholder would otherwise be entitled, multiplied by the volume weighted average price of TWC Common Stock as reported on the New York Stock Exchange Composite Tape on the effective date of the Reverse Stock Split;

WHEREAS, the Board of Directors has deemed it advisable and in the best interests of the Corporation and its stockholders that, at the discretion of the Board of Directors, the Corporation amend its Charter to effect the Reverse Stock Split and the Authorized TWC Common Stock Reduction (as defined below) by filing an amendment with the Secretary of State of the State of Delaware in the form of (a) Appendix A hereto in the event the Board of Directors determines to effect the 1-for-2 Reverse Stock Split; or (b) Appendix B hereto in the event the Board of Directors determines to effect the 1-for-3 Reverse Stock Split (each such amendment a “Proposed Charter Amendment”) and has recommended that the stockholders of the Corporation adopt each Proposed Charter Amendment at a meeting of the stockholders or by a written consent in lieu of a meeting and has submitted each Proposed Charter Amendment to the stockholders of the Corporation for their required consent under the DGCL;

WHEREAS, pursuant to Section 242(c) of the DGCL, at any time prior to the effectiveness of the filing of any Proposed Charter Amendment with the Secretary of State of the State of Delaware, notwithstanding the authorization of each Proposed Charter Amendment by the undersigned, the Board of Directors may abandon either or both of the Proposed Charter Amendments without further action by the stockholders of the Corporation;

WHEREAS, the Corporation shall in no event file more than one Proposed Charter Amendment with the Secretary of State of the State of Delaware; and

WHEREAS, the undersigned desires that Corporation shall effect the Reverse Stock Split either (i) on the date of and following the Recapitalization, but prior to the effective time of the record date for the Distribution (as defined in the Separation Agreement) or (ii) during the period that begins ten days after the date on which Time Warner commences the distribution of its interest in the Corporation to Time Warner’s stockholders and ends six months after the date of the Recapitalization.

NOW THEREFORE, IT IS:

RESOLVED, that the undersigned stockholder hereby consents to, authorizes and approves (x) the 1-for-2 Reverse Stock Split or 1-for-3 Reverse Stock Split (as determined by the Board of Directors) and (y) a corresponding reduction in the number of shares of authorized TWC Common Stock to, in the case of a 1-for-2 Reverse Stock Split, 12,500,000,000 shares and, in the case of a 1-for-3 Reverse Stock Split, 8,333,333,333 shares (the “Authorized TWC Common Stock Reduction”) and hereby approves each Proposed Charter Amendment, and the Corporation hereby is authorized and empowered to perform its obligations related to the Reverse Stock Split, the Authorized TWC Common Stock Reduction and the Proposed Charter Amendment that is actually filed by the Board of Directors with the Secretary of State of the State of Delaware, if any; provided that in no event shall the Corporation file more than one Proposed Charter Amendment with the Secretary of State of the State of Delaware and the Reverse Stock Split may only be effected either (i) on the date of and following the Recapitalization, but prior to the effective time of the record date for the Distribution (as defined in the Separation Agreement) or (ii) during the period that begins ten days after the date on which Time Warner commences the distribution of its interest in the Corporation to Time Warner’s stockholders and ends six months after the date of the Recapitalization.; and it is further

RESOLVED, that pursuant to Section 242(c) of the DGCL, at any time prior to the effectiveness of the filing of any Proposed Charter Amendment with the Secretary of State of the State of Delaware, notwithstanding the authorization of each Proposed Charter Amendment by the undersigned, the Board of Directors may abandon any or all of the Proposed Charter Amendments without further action by the stockholders of the Corporation.

IN WITNESS WHEREOF, the undersigned have executed this consent this 10th day of February, 2009.

	WARNER COMMUNICATIONS INC.
	By:	/s/ Brenda C. Karickhoff
		Name: Brenda C. Karickhoff
		Title: Senior Vice President

APPENDIX A

CERTIFICATE OF AMENDMENT

TO THE

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF TIME WARNER CABLE INC.

Time Warner Cable Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

1. The Second Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Section 1 of Article IV thereof and inserting the following in lieu thereof:

“Section 1. Authorized Capital. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 13,500,000,000 shares, consisting of (1) 1,000,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), and (2) 12,500,000,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”).”

2. The Second Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by inserting the following at the end of Section 6 of Article IV thereof:

“Upon the filing and effectiveness pursuant to the DGCL of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, each two shares of Common Stock, par value $0.01 per share, issued and outstanding or held by the Corporation as treasury stock shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of Common Stock, par value $0.01 per share, of the Corporation. No fractional shares shall be issued and, in lieu thereof, any holder of less than one share of Common Stock shall, upon due surrender of any certificate previously representing a fractional share, be entitled to receive cash for such holder’s fractional share based upon the volume weighted average price of the Common Stock as reported on the New York Stock Exchange Composite Tape on the date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware.”

3. The foregoing amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware and shall become effective as of _________, Eastern time, on the date this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation is filed with the Secretary of State of the State of Delaware.

A-1

IN WITNESS WHEREOF, Time Warner Cable Inc. has caused this Certificate of Amendment to be executed by a duly authorized officer on this day of _______, 2009.

	TIME WARNER CABLE INC.
	By:
		Name:
		Title:

A-2

APPENDIX B

CERTIFICATE OF AMENDMENT

TO THE

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF TIME WARNER CABLE INC.

Time Warner Cable Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

1. The Second Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Section 1 of Article IV thereof and inserting the following in lieu thereof:

“Section 1. Authorized Capital. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 9,333,333,333 shares, consisting of (1) 1,000,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), and (2) 8,333,333,333 shares of Common Stock, par value $0.01 per share (the “Common Stock”).”

2. The Second Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by inserting the following at the end of Section 6 of Article IV thereof:

“Upon the filing and effectiveness pursuant to the DGCL of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, each three shares of Common Stock, par value $0.01 per share, issued and outstanding or held by the Corporation as treasury stock shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of Common Stock, par value $0.01 per share, of the Corporation. No fractional shares shall be issued and, in lieu thereof, any holder of less than one share of Common Stock shall, upon due surrender of any certificate previously representing a fractional share, be entitled to receive cash for such holder’s fractional share based upon the volume weighted average price of the Common Stock as reported on the New York Stock Exchange Composite Tape on the date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware.”

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation is filed with the Secretary of State of the State of Delaware.

B-1

IN WITNESS WHEREOF, Time Warner Cable Inc. has caused this Certificate of Amendment to be executed by a duly authorized officer on this day of ________, 2009.

	TIME WARNER CABLE INC.
	By:
		Name:
		Title:

B-2

EX-99.12 5 ex99-12.htm LETTER AGREEMENT ex99-12.htm

Exhibit 99.12

February 10, 2009

Time Warner Inc.

One Time Warner Center

New York, New York 10019

Attention: Executive Vice President, General Counsel

Re: Separation Agreement

Dear Sir or Madam:

Reference is hereby made to (i) the Separation Agreement, dated as of May 20, 2008 (the “Agreement”), among Time Warner Inc. (“TWX”), Time Warner Cable Inc. (“TWCable”), Time Warner Entertainment Company, L.P., TW NY Cable Holding Inc., Warner Communications Inc. (“WCI”), Historic TW Inc. and American Television and Communications Corporation and (ii) the Consent in Lieu of a Meeting of the Stockholders of TWCable, executed by WCI on February 10, 2009 (the “WCI Consent”), pursuant to which WCI, in its capacity as the holder of a majority of the voting power of the outstanding common stock of TWCable, authorized the Board of Directors of TWCable to effect, subject to the terms and conditions set forth therein, a reverse stock split (the “Reverse Stock Split”). Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Agreement.

TWCable currently anticipates (i) filing the Amended Charter with the Secretary of State of the State of Delaware to effect the Recapitalization on the date that, and following such time as, TWX receives its portion of the Special Dividend and (ii) filing the certificate of amendment to the Amended Charter (the “Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split on the date of, and following such time as, the Amended Charter has been filed with the Secretary of State of the State of Delaware.

Pursuant to Section 4.08 of the Agreement and in accordance with Section 12.02 of the Agreement, TWX, by executing this letter agreement, hereby consents to the filing of the Amendment and the implementation of the Reverse Stock Split on the date of and following the Recapitalization but prior to the effective time of the record date for the Distribution.

Except as set forth in this letter agreement, the execution, delivery and effectiveness of this letter agreement shall not operate as a waiver or modification of any other provisions of the Agreement and the Agreement shall remain in full force and effect and is hereby ratified and confirmed. For the avoidance of doubt, nothing contained herein shall obligate TWCable to consummate the Reverse Stock Split in accordance with the timing set forth herein.

This letter agreement may be signed in any number of counterparts each of which shall be an original and all of which shall together constitute one and the same letter agreement. Any counterpart or other signature hereupon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this letter agreement by such party.

This letter agreement shall be governed and construed in accordance with the Agreement.

[Remainder of Page Intentionally Left Blank]

Please indicate your agreement to the foregoing by executing this letter agreement in the blocks indicated below.

	Very truly yours,
	TIME WARNER CABLE INC.

	By:	/s/ Satish R. Adige
	Name: Satish R. Adige
	Title: Senior Vice President, Investments

CONSENTED TO This 10th day of February, 2009
TIME WARNER INC.

By:	/s/ Brenda C. Karickhoff
Name: Brenda C. Karickhoff
Title: Senior Vice President and Deputy

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