TIME WARNER

Time Warner Inc. is the world's largest media and entertainment conglomerate headquartered in New York City, with major operations in film, television, publishing, Internet service and telecommunications. Among its subsidiaries are AOL, Home Box Office, New Line Cinema, Time Inc., Time Warner Cable, Turner Broadcasting System, The CW and Warner Bros. Entertainment.

*Conglomerates: a conglomerate is a collection of companies owned by a single institution. These need not all be within the same industry. This diversification allows protection against a single part of the conglomerate failing.



Origins
Warner Communications was established in 1972 when Kinney National Company spun off its non-entertainment assets, due to a financial scandal over its parking operations.
It was the parent company for Warner Bros. Pictures and Warner Music Group during the 1970s and 1980s. It also owned DC Comics and Mad, as well as a majority stake in Garden State National Bank (an investment it was ultimately required to sell pursuant to requirements under the Bank Holding Company Act). Warner's initial divestiture efforts led by Garden State CEO Charles A. Agemian were blocked by Garden State board member William A. Conway in 1978; a revised transaction was later completed in 1980. Warner made considerable profits (and later losses) with Atari, which it owned from 1976 to 1984. In 1976, Nolan Bushnell sold his Atari company to Warner Communications for an estimated $28 - $32 million. While part of Warner, Atari achieved its greatest success, selling millions of Atari 2600s and computers. At its peak, Atari accounted for a third of Warner's annual income and was the fastest-growing company in the history of the United States at the time.
In the 1970s, Warner expanded under the guidance of CEO Steve Ross and formed a joint venture with American Express, named Warner-Amex Satellite Entertainment, which held cable channels including MTV, Nickelodeon and Showtime. Warner bought out American Express's half in 1984, and sold the venture a year later to Viacom, which renamed it MTV Networks.
In February 1983, Warner expanded their interests to baseball. Under the direction of Ceasar P. Kimmel, executive vice president, bought 48 percent of the Pittsburgh Pirates for $10 million. It then put up its share for sale in November 1984 following losses of $6 million. The team's elderly majority owner, John W. Galbreath, soon followed suit after learning of Warner's actions.

Turner Broadcasting logo

1999 Time Warner logo

In 1984, due to the video game crash of 1983, Warner sold the consumer division of Atari to Jack Tramiel. It kept the arcade division and renamed it Atari Games. They sold Atari Games to Namco in 1985, and repurchased it in 1994, renaming it Time-Warner Interactive, until it was sold to Midway Games in 1996. Meanwhile, In 1987, it was announced that Warner Communications and Time Inc. were to merge. The last thing Warner did before the merger closed in 1989 was to buy out Lorimar-Telepictures. In early 1990, the combined companies were named Time Warner. This company subsequently acquired Ted Turner's Turner Broadcasting System in October 1996.
Time Warner had also been owner of the Six Flags Theme Parks chain during the 1990s after near bankruptcy. It sold all Six Flags parks and properties to Oklahoma based Premier Parks on April 1st, 1998. Some theme park insiders argue that Six Flags was much better off under Time Warner ownership.



America Online merger

In 2000, a new company called AOL Time Warner was created when AOL purchased Time Warner for US$164bn. The deal, announced on 10 January 2000 and officially filed on 11 February 2000, employed a merger structure in which each original company merged into a newly created entity. The Federal Trade Commission cleared the deal on December 14, 2000, and gave final approval on January 11, 2001; the company completed the merger later that day. The deal was approved on the same day by the Federal Communications Commission, and had already been cleared the European Commission on 11 October 2000. The shareholders of AOL owned 55% of the new company while Time Warner shareholders owned only 45%, meaning that the smaller AOL had in fact bought out the far larger Time Warner.


There has been some speculation about the motivations of each party. Some observers believed that Time Warner was struggling to integrate "new media" into its business. At the time of the announcement, Time Warner executives spoke of the need to "digitize their business." They were also eager to be attached to a dot-com company, as the dot-com bubble was near its peak. A merger with AOL provided a huge subscriber base of Internet users, along with online marketing know-how. While some business journalists have reported that AOL executives felt that AOL stock was severely overvalued and that a big merger was the only way to avoid a collapse in valuation, it this could merely have been a small part of AOL executives' desire to diversify the assets of the company beyond the Internet and online sectors. In addition, executives at AOL were quite concerned about the prospect of increased competition with Microsoft and sought to enlarge the company as a defensive measure. Finally, AOL executives believed that the integration of AOL's Internet distribution and Time Warner's content would create a tremendous amount of value for both sides of the company.
Media companies felt that the vertically integrated AOL Time Warner would unfairly promote its own content within its outlets. This fear existed before the merger, but Time Warner was thought to be a conglomeration of very independent divisions. It was feared that this would change with the influence of AOL executives.
Consumer advocates were concerned with the threat of product tying between Time Warner's cable TV systems and AOL's Internet service. Some consumer groups saw a possible attempt to corner the Internet-over-TV market, whereby AOL could force all of the Time Warner cable subscribers to use AOL branded Internet-TV. Smaller internet service providers feared that AOL would tie its Internet service to Time Warner's cable modem service. Some ISPs wanted the opportunity to use Time Warner's cable network as a common carrier for their services, which competed with AOL. AOL and Time Warner pledged not to violate any antitrust regulations.
Many observers were shocked that a large, diversified media conglomerate was being acquired by a much smaller company. Market conditions at the time of the merger placed a greater premium on Internet-related stocks than on traditional media stocks. AOL's high market capitalization relative to that of Time Warner made the acquisition possible. The deal has since become a symbol of the Dot com bubble and is widely regarded as a disaster for shareholders of the original Time Warner, with a $2.4 billion shareholder settlement, a further $600 million set aside and a $5 billion price boosting share buyback program announced on August 3, 2005.
AOL CEO Steve Case became executive chairman of the new company, while Time Warner CEO Gerald Levin retained the CEO title.


Financials
In 2004, Time Warner's market capitalization was $84 billion. When the AOL-Time Warner merger was announced in January 2000, the combined market capitalization was $280 billion.
For fiscal year 2002 the company reported a $99 billion loss on its income statement because of $100 billion in non-recurring charges, almost all from a writedown of the goodwill (intangible asset) from the merger in 2000. (The value of the AOL portion of the company had dropped sharply with the collapse of the Internet boom, in the early 2000s.)


Competition

Time Warner faces industry competition from traditional media companies such as CBS Corporation, News Corporation, and Viacom, as well as online search portals such as Yahoo!, and Google for competition of viewer attention which translates to ad sales. According to the recent 10Q, in order to remain competitive, Time Warner and AOL must keep pace with rapid technological changes on the internet. Time Warner's business may be severely impacted by the increasing 'piracy' of feature films, television programming and other content which decreases company revenues.
AOL's subscriber base is declining, and declines are expected to continue, adversely affecting subscription and advertising revenue. As more individuals are using non-PC devices to access the Internet, AOL is under pressure to secure placement of its services and applications on mobile devices.
Box office receipts and the growth rate of DVD sales have recently been declining, which adversely affects Warner Brothers' growth prospects and revenues.


Controversy
Time Warner has been criticized for its funding associated with Planned Parenthood, listed as a boycott target by Life Decisions International.