UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 28, 2015
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-15062 | 13-4099534 | ||
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer | ||
| Incorporation) | Identification No.) |
One Time Warner Center, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
212-484-8000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Time Warner Inc. is filing this Current Report on Form 8-K to file the computation of its ratio of earnings to fixed charges for the three months ended March 31, 2015 and each of the five years from 2010 through 2014 as an exhibit that is incorporated by reference into its Registration Statement on Form S-3 (File No. 333-186798).
Item 9.01. Financial Statements and Exhibits.
| Exhibit |
Description | |
| 12.1 | Computation of ratio of earnings to fixed charges. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TIME WARNER INC.
By: /s/ Howard M. Averill
Name: Howard M. Averill
Title: Executive Vice President and Chief Financial
Officer
Date: May 28, 2015
EXHIBIT INDEX
| Exhibit |
Description | |
| 12.1 | Computation of ratio of earnings to fixed charges. |
EXHIBIT 12.1
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1)
(Dollars in millions)
| Three Months Ended March 31, 2015 |
Year Ended December 31, | |||||||||||||||||||||||
| 2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||||||
| (recast) | (recast) | (recast) | (recast) | |||||||||||||||||||||
| Earnings(2): |
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Net Income from continuing operations before income taxes, discontinued operations and cumulative effect of accounting change |
$ | 1,399 | $ | 4,769 | $ | 5,008 | $ | 4,138 | $ | 3,892 | $ | 3,525 | ||||||||||||
| Interest expense(3)(4)(5) |
347 | 1,358 | 1,287 | 1,363 | 1,324 | 1,279 | ||||||||||||||||||
| Portion of rents representative of an interest factor(6) |
31 | 151 | 147 | 164 | 148 | 140 | ||||||||||||||||||
| Adjustment for equity earnings or losses of investee companies that are 50% or less owned on a voting basis, net of cash distributions |
17 | 77 | 224 | 184 | 92 | (35) | ||||||||||||||||||
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| Total earnings |
$ | 1,794 | $ | 6,355 | $ | 6,666 | $ | 5,849 | $ | 5,456 | $ | 4,909 | ||||||||||||
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| Fixed Charges(2): |
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Interest expense(3)(4)(5) |
$ | 347 | $ | 1,358 | $ | 1,287 | $ | 1,363 | $ | 1,324 | $ | 1,279 | ||||||||||||
| Capitalized interest |
2 | 6 | 6 | 5 | 4 | 2 | ||||||||||||||||||
| Portion of rents representative of an interest factor(6) |
31 | 151 | 147 | 164 | 148 | 140 | ||||||||||||||||||
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| Total fixed charges |
$ | 380 | $ | 1,515 | $ | 1,440 | $ | 1,532 | $ | 1,476 | $ | 1,421 | ||||||||||||
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| Ratio of earnings to fixed charges |
4.7 | x | 4.2 | x | 4.6 | x | 3.8 | x | 3.7 | x | 3.5 | x | ||||||||||||
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| (1) | On June 6, 2014, the Company completed the legal and structural separation of Time Inc. from the Company. Accordingly, the financial information for the years ended December 31, 2013, 2012, 2011 and 2010 has been recast to present the financial position and results of operations of the Company’s former Time Inc. segment as discontinued operations. |
| (2) | Earnings and fixed charges include 100% of amounts related to unconsolidated subsidiaries for which the Company holds more than 50% of the voting interests. |
| (3) | Interest expense excludes accrued interest on uncertain tax positions that is included in income tax expense. |
| (4) | For the three months ended March 31, 2015 and the year ended December 31, 2014, 2013, 2012, 2011, and 2010, amounts include $0 million, $1 million, $2 million, $2 million, $2 million, and $2 million, respectively, related to discontinued operations. |
| (5) | For both the three months ended March 31, 2015 and the year ended December 31, 2014, amounts include $1 million of interest charges related to guaranteed debt of an equity method investee with a net loss. |
| (6) | For the three months ended March 31, 2015 and the year ended December 31, 2014, 2013, 2012, 2011, and 2010, amounts include $0 million, $15 million, $35 million, $36 million, $38 million, and $37 million, respectively, related to discontinued operations. |