Time Warner Inc. Distributes Time Warner Cable Shares to Its Stockholder of Record & Effects One-for-Three Reverse Stock Split (March 27, 2009)

Time Warner Inc. Announces Final Distribution Ratio for Spin-off of Time Warner Cable Inc. (March 20, 2009)

Time Warner Inc. Declares Spin-off Dividend of Time Warner Cable Inc. Shares & Announces One-for-Three Reverse Stock Split (February 26, 2009)

Time Warner Inc. Chooses to Separate Time Warner Cable Inc. Through Spin-Off (February 19, 2009)

Statement From Time Warner and Time Warner Cable on Completion of Regulatory Reviews Related to Separation of Two Companies (February 12, 2009)

Time Warner Inc. & Time Warner Cable Agree to Separate (May 21, 2008)

These materials are dated as of the date originally issued and may now be out of date.

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1) Time Warner Cable Spin-Off : In connection with the Time Warner Cable spin-off, Time Warner Inc. stockholders did not receive fractional shares of Time Warner Cable common stock in the distribution. Instead, the fractional shares of Time Warner Cable common stock were aggregated and sold in the open market by Time Warner's distribution agent, Computershare, with the net proceeds distributed pro rata in the form of cash payments by Time Warner to both registered holders and beneficial holders. The fractional shares were sold in the open market and the net price was $27.36927 per share.

2) Reverse Stock Split : In connection with Time Warner's 1-for-3 stock split, Time Warner stockholders did not receive any fractional shares of Time Warner common stock. Instead, any Time Warner stockholder who would otherwise hold a fractional share was entitled to receive a cash payment in lieu of any fractional share equal to (i) the fractional share interest to which the stockholder would otherwise be entitled multiplied by (ii) the volume weighted average price of the Time Warner common stock on the effective day of the reverse stock split as reported on the New York Stock Exchange Composite Tape (on a post-reverse-split basis, as adjusted). The cash payment for the fractional shares was $18.88 per share, which reflects the reverse stock split.

Click here for more information regarding Time Warner's reverse stock split

Time Warner's management believed that the separation was the right step for Time Warner based on the changes in Time Warner Cable's business over time.

In the past, Time Warner Cable's business was based principally on the distribution of television programs to consumers, and it made sense to include Time Warner Cable with Time Warner's media and entertainment businesses, such as Turner Broadcasting System, Home Box Office, Warner Bros. Entertainment and Time Inc. Over time, however, Time Warner Cable became an increasingly multi-platform communications company, offering other services such as Internet and digital phone services. As a result, it was developing different strategic and business goals and different capital needs from the rest of Time Warner's businesses. In addition, Time Warner Cable attracted potentially different investors than the rest of Time Warner's businesses.

Time Warner's management believed that there were a number of potential benefits from the separation transaction:

• Time Warner would become a more streamlined portfolio of businesses focused on creating, packaging and distributing branded content.
• Time Warner and Time Warner Cable would each have greater strategic flexibility and each would have a capital structure that better suits their respective needs.
• The separation would provide investors with greater choice in deciding whether to own shares of Time Warner or Time Warner Cable or both companies based on their separate portfolios of businesses and assets.

On March 12, 2009, Time Warner completed the legal and structural separation of Time Warner Cable from Time Warner through a spin-off involving a dividend distribution of all of the Time Warner Cable common stock held by Time Warner to Time Warner stockholders. The distribution commenced on March 27, 2009 to Time Warner stockholders of record at 8:00 p.m. on March 12, 2009 (the record date for the distribution).

Time Warner stockholders received 0.083670 share of Time Warner Cable common stock for each share of Time Warner common stock they held on the record date of 8:00 p.m. on March 12, 2009.

The distribution ratio was determined by dividing the total number of shares of Time Warner Cable common stock to be distributed by Time Warner, by the total number of eligible shares of Time Warner common stock outstanding on the record date. Time Warner held a total of 300,333,333 shares of Time Warner Cable common stock, and there were 3,589,472,374 eligible shares of Time Warner common stock issued and outstanding on the record date.

The distribution ratio reflects the one-for-three reverse stock split of Time Warner Cable common stock that was effected on March 12, 2009, but not the one-for-three reverse stock split of Time Warner common stock that was effected at 7 p.m. on March 27, 2009.

Time Warner stockholders did not receive fractional shares of Time Warner Cable common stock in the distribution. See Question 8 below regarding the treatment of fractional shares of Time Warner Cable common stock.

See the FAQs on the Time Warner Reverse Stock Split for more information regarding the reverse stock split.

The record date was 8:00 p.m. on March 12, 2009.

If you held Time Warner common stock on the record date, no action was required to receive Time Warner Cable common stock and, if applicable, the cash payment in lieu of fractional shares of Time Warner Cable common stock. See Question 8 below regarding the treatment of fractional shares of Time Warner Cable common stock.

If you held Time Warner common stock on the record date, you either should have received a book-entry account statement reflecting your ownership of Time Warner Cable common stock or your brokerage account was credited with Time Warner Cable common stock.

No. Only Time Warner Cable stockholders on the March 11 record date received Time Warner Cable's special cash dividend. Time Warner still owned approximately 85.2% of Time Warner Cable's outstanding common stock on March 11 and received approximately $9.25 billion of the special cash dividend.

The distribution date for the Time Warner Cable shares was March 27, 2009.

Physical stock certificates for Time Warner Cable shares were not distributed. Instead:

• If you were a registered Time Warner stockholder in March 2009: The book-entry account statement reflecting your ownership of Time Warner Cable stock was mailed to you. If you were otherwise entitled to a fractional share, a cash payment in lieu of the fractional share was to be mailed separately; or
• If you were a beneficial Time Warner stockholder (in other words, if you held your shares through a broker, bank or other nominee) in March 2009: Your brokerage account was credited with the Time Warner Cable shares. If you were otherwise entitled to a fractional share, your brokerage account was credited with a cash payment in lieu of the fractional share. Each broker, bank or other nominee has its own processes for handling the cash received from Time Warner in lieu of fractional shares. You should contact your broker, bank or other nominee for more information.

See Question 8 below regarding the treatment of fractional shares of Time Warner Cable shares. See Question 9 below regarding how you can request a physical stock certificate evidencing your ownership of Time Warner Cable shares.

Time Warner stockholders did not receive fractional shares of Time Warner Cable stock in the distribution. Instead, the fractional shares of Time Warner Cable common stock were aggregated and sold in the open market by Time Warner's distribution agent, Computershare, with the net proceeds distributed pro rata in the form of cash payments by Time Warner to both registered holders and beneficial holders (i.e., those who hold shares through a broker, bank or other nominee) who would otherwise be entitled to receive Time Warner Cable fractional shares. The cash in lieu rate was $27.36927 per share.

• If you are a registered Time Warner stockholder and would like additional information regarding the distribution of the Time Warner Cable shares or the cash payment in lieu of fractional shares, please contact Time Warner's transfer agent, Computershare, at (800) 254-5193, or send an email message using the online contact form at www.computershare.com . Stockholders from outside the U.S. and Canada may call (781) 575-2879.
• If you are a beneficial Time Warner stockholder (in other words, if you hold your shares through a broker, bank or other nominee): Please direct any questions regarding the distribution or the cash payment in lieu of fractional shares to your broker, bank or other nominee.
• Time Warner stockholders may also contact Time Warner Investor Relations by email at [email protected] or by calling toll-free at (866) INFO-TWX.

The number of shares of Time Warner common stock that you held prior to the spin-off did not change as a result of the distribution of Time Warner Cable shares. However the trading price of your Time Warner shares no longer reflects the value of the Time Warner Cable. See also here for information regarding the 1-for-3 reverse stock split that was effected at 7 p.m. on March 27, 2009.

Shares of Time Warner common stock traded "regular way" (including the right to receive the Time Warner Cable common stock distribution) on the New York Stock Exchange through the period leading up to and including the distribution date of March 27, 2009. If you sold Time Warner shares "regular way" on or before March 27, 2009, you also sold your right to receive shares of Time Warner Cable common stock in respect of such shares.

Time Warner received a private letter ruling from the U.S. Internal Revenue Service that the distribution generally qualifies as a tax-free distribution to Time Warner stockholders for U.S. federal income tax purposes, except with respect to cash received in lieu of fractional shares. The tax consequences of the distribution, including important information regarding the determination of the tax basis in your Time Warner common stock and the Time Warner Cable common stock that you received in the distribution, is explained more completely in the "Tax Information Statement" that is posted above in theOther Informationsection.We encourage you to consult your own tax advisor regarding the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local and foreign tax laws.