Separation FAQ

How did Time Warner Cable separate from Time Warner Inc.?
Time Warner completed the separation of Time Warner Cable from Time Warner through a spin-off. The spin-off took the form of a dividend distribution of all of the Time Warner Cable common stock held by Time Warner and was pro rata to Time Warner stockholders. The distribution was made on or about March 27, 2009 to Time Warner stockholders of record as of 8:00 p.m. on March 12, 2009 (the record date for the distribution).

When did Time Warner Cable become separated from Time Warner Inc.?
As a legal matter, the separation was complete as of the record date for the Time Warner Inc. distribution – March 12, 2009, at 8 p.m. - at which time Time Warner no longer beneficially owned any Time Warner Cable stock.

What were the key dates in the separation?
Time Warner Cable Cash Dividend:

• $10.27 per share cash dividend
• Record Date: March 11, 2009
• Payment Date: March 12, 2009
• Ex-Dividend Trading: commenced March 9, 2009

Time Warner Cable Recapitalization:

• March 12, 2009: Class A common stock and Class B common stock automatically reclassified into one class of common stock

Time Warner Cable Reverse Stock Split

• After the close of business on March 12, 2009: 1-for-3 Reverse Stock Split of Common Stock
• Post-Split CUSIP Number: 88732J 207 (began trading regular way on March 13, 2009)
• Trading Symbol remains: TWC
• Reverse Split "when-issued" trading of shares to be distributed by Time Warner in the spin-off commenced: March 10, 2009

Time Warner Inc. Pro Rata Stock Dividend of Time Warner Cable Common Stock

• Record Date: March 12, 2009
• Payment Date: March 27, 2009
• Separation Date: March 12, 2009

What was the amount of Time Warner Cable's special dividend?
The amount of the one-time, special cash dividend was $10.27 per share of Class A common stock and Class B common stock.

Who was entitled to receive the Time Warner Cable special dividend?
Holders of Time Warner Cable Class A common stock and Class B common stock as of the record date, March 11, 2009, were entitled to receive the Special Dividend.

I am a Time Warner Inc. shareholder and received Time Warner Cable common stock as part of Time Warner's distribution. Should I have received the Time Warner Cable special dividend in my new capacity as a Time Warner Cable shareholder?
No. Only Time Warner Cable shareholders of record as of March 11, 2009, were entitled to receive the Time Warner Cable special dividend. The record date for Time Warner's distribution of Time Warner Cable shares was 8 p.m. on March 12, 2009 (at which time you became entitled to any Time Warner Cable shares you will receive in Time Warner's distribution).

When was the Record Date for Time Warner Cable's Special Dividend?
The record date for the special dividend was the close of business on March 11, 2009.

When was Time Warner Cable's Special Dividend paid?
The special dividend was paid in cash on March 12, 2009 to holders of Time Warner Cable's Class A common stock and Class B common stock as of the close of business on March 11, 2009. Our transfer agent began mailing checks to our stockholders for the special dividend on March 12, 2009.

How did the special dividend affect trading in Time Warner Cable stock?
Time Warner Cable's Class A common stock began trading "ex-dividend" (i.e., giving effect to the payment of the special dividend) on March 9, 2009.

What are the tax consequences of the special dividend?
Time Warner Cable can make no assurances as to the tax treatment of the special dividend. Shareholders should consult their own tax advisors on such tax treatment, which varies by type of stockholder as well as by a shareholder's respective tax basis and holding period.

For U.S. stockholders that are individuals, the special dividend will be treated as follows: (1) as a "qualified dividend" to the extent paid from Time Warner Cable's current or accumulated earnings and profits ("e&p," as determined under U.S. federal income tax principles); (2) next, as a return of capital (reducing your tax basis, but not below zero); and (3) the remainder, if any, as a gain as if realized on the sale or other disposition of the stock.

For all public stockholders, Time Warner Cable currently expects that between 30% and 35% of the special dividend will be taxed as a "dividend" out of e&p. The foregoing estimate is based on the Company's results through December 31, 2008, and may change depending upon a number of factors, including actual financial/tax results and completion of an ongoing e&p study. The Company plans to update the e&p estimate on this website as additional information becomes available; the final amount will be reflected on the Form 1099-DIV that will be mailed to shareholders in early 2010.

Again, shareholders are encouraged to consult their own tax advisors regarding the particular consequences of the special dividend, including the applicability and effect of any U.S. federal, state and local and foreign tax laws.

What happened in the "recapitalization" of Time Warner Cable common stock?
On March 12, 2009, after the special dividend payment, Time Warner Cable reclassified each outstanding share of its Class A common stock and Class B common stock into one share of Time Warner Cable common stock. Each share of Time Warner Common Stock is entitled to one vote per share. For information on the rights of the Time Warner Cable common stock, please refer to the Company's Definitive Information Statement on Schedule 14C, dated December 8, 2009, or the Amendment to the Company's Form 8-A, dated March 12, 2009, both of which are available through www.timewarnercable.com/investors.

What happened in the "reverse stock split" of Time Warner Cable common stock?
In the reverse split, every three shares of issued and outstanding Time Warner Cable common stock were automatically combined into one issued and outstanding share of common stock without any change in the par value of such shares. As a result of the reduction in the number of shares of common stock, the price per share increased proportionately upon the completion of the reverse stock split. This means that if you were a Time Warner Cable stockholder on the effective date of the reverse stock split, as a result of the reverse stock split, you have fewer shares of Time Warner Cable common stock, but each share has a higher trading price. Therefore, the value of your total economic investment (including any cash payment to be received in lieu of a fractional share) remains unchanged, subject to normal market fluctuations.

The following is an illustration of the impact of Time Warner Cable's one-for-three reverse stock split:

• Every three shares of Time Warner Cable common stock that a stockholder held immediately before the reverse stock split automatically became one share of Time Warner Cable common stock immediately after the reverse stock split.
• Time Warner Cable's common stock was trading at approximately $[8.33] per share at the close of business on March 12, 2009 (immediately before the reverse stock split was effective). As a result of the one for three reverse stock split, the shares opened the following morning at $24.97 per share..

When did the Time Warner Cable's reverse stock split become effective?
The reverse stock split became effective at the close of business on March 12, 2009 and was reflected in the trading markets at the start of trading on March 13, 2009.

What is the reverse stock split ratio?
One-for-three. Every three shares of Time Warner Cable common stock that a stockholder held immediately before the reverse stock split automatically became one share of Time Warner Cable common stock immediately after the reverse stock split.

What happens if I was entitled to receive a fraction of a share as a result of the reverse stock split?
No fractional shares were issued in connection with Time Warner Cable's reverse stock split. Instead, any Time Warner Cable stockholder who would otherwise hold a fractional share of the company's common stock as a result of the reverse stock split received a cash payment in lieu of such fractional share. The cash payment was equal to the fractional share interest to which the stockholder would otherwise be entitled multiplied by $24.197 (the volume weighted average price of the Time Warner Cable common stock (on a post-reverse stock split basis) on March 12, 2009, as reported on the New York Stock Exchange Composite Tape).

How should I have received my cash in lieu of a fractional share of Time Warner Cable common stock following the reverse stock split?

• If you hold your shares through a broker, bank or other nominee: If you are a beneficial holder and you are entitled to receive a cash payment for your fractional share of Time Warner Cable common stock, payment for the fractional share will be deposited directly into your account with the entity that holds your shares. Each broker, bank or other nominee has its own processes for handling the cash received from Time Warner Cable in exchange for fractional shares. You should contact your broker, bank or other nominee for more information. Your broker, bank or other nominee should also be able to tell you when you can expect to receive payment for any fractional shares.
• If you are a registered Time Warner Cable stockholder (electronic or certificated):
  • If you hold Time Warner Cable common stock in book-entry form and you are entitled to receive a cash payment for your fractional share of Time Warner Cable common stock, BNY Mellon Shareowner Services ("BNY Mellon") will mail you a check for the payment, together with your book-entry statement of holding.
  • If you hold physical stock certificates for Time Warner Cable common stock and you are entitled to receive a cash payment for your fractional share of Time Warner Cable common stock, you must exchange your certificate for a new certificate before you receive the cash payment. To do this, you should complete and return, together with your stock certificate(s), the letter of transmittal (also referred to as the Exchange Form) that Time Warner Cable's transfer agent, BNY Mellon, will send you.

No transaction costs will be assessed on Time Warner Cable stockholders for the cash payments in lieu of fractional shares, and stockholders will not be entitled to receive interest for the period of time between the effective date of the reverse stock split and the date payment is made for their fractional share interest in Time Warner Cable common stock. You should also be aware that, under the escheatment laws of certain jurisdictions, the cash paid in lieu of fractional shares will be turned over to the states if the checks are not cashed within certain time periods after the effective date of the reverse stock split.

Will cash received in lieu of fractional shares be taxable?
Yes. Cash received in lieu of fractional shares will be taxable for U.S. Federal income tax purposes.

What are the tax consequences of the reverse stock split to Time Warner Cable stockholders?
Other than cash payments for fractional shares discussed above, no gain or loss should be recognized by Time Warner Cable stockholders in the reverse stock split for U.S. federal income tax purposes. For more information, please refer to the Company's Definitive Information Statement on Schedule 14C dated February 20, 2009, which is available through www.timewarnercable.com/investors.

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.

Why did Time Warner Cable plan to effect a reverse stock split of its common stock?
Time Warner Cable effected the reverse stock split in connection with the Company's separation from Time Warner.

As a result of the payment of the Company's special dividend on March 12, 2009, the trading price of Time Warner Cable stock was significantly lower than its historical trading range because the trading price no longer reflected the value of the dividend. The Company believes that a reverse stock split may improve the marketability and liquidity of Time Warner Cable common stock and that, by increasing the market price of Time Warner Cable common stock, the reverse stock split may encourage interest and trading in the Time Warner Cable common stock. A more complete discussion of the business reasons for the reverse stock split can be found in the Time Warner Cable Definitive Information Statement on Schedule 14C dated February 20, 2009, which is available at the Investor Relations page of Time Warner Cable's website: www.timewarnercable.com/investors.

Did Time Warner Cable's ticker symbol change as a result of the recapitalization and reverse stock split?
No. Time Warner Cable continues to trade under the "TWC" ticker symbol.

Did Time Warner Cable's CUSIP number change as a result of the recapitalization and reverse stock split?
Yes. "Regular Way" trading in Time Warner Cable common stock reflected the recapitalization and reverse stock split beginning at the market open on March 13, 2009, under a new CUSIP number, 88732J 207.

Is Time Warner Cable Common Stock trading on a "when issued" basis?
Yes. There is a "when-issued" market on the New York Stock Exchange for the shares of Time Warner Cable common stock that will be distributed in Time Warner's distribution. The "when-issued" trading market, which opened on March 10, 2009, reflects the recapitalization and the reverse stock split. The Time Warner Cable common stock that is not included in the Time Warner distribution will continue to trade regular way through this period.

I am a Time Warner Inc. shareholder and received Time Warner Cable common stock as part of Time Warner's distribution. How many shares of Time Warner Cable common stock should I have received?
Time Warner has stated that its shareholders received a pro rata portion of the Time Warner Cable common stock held by Time Warner for each share of Time Warner common stock they hold on the record date of 8 p.m. on March 12, 2009. For further information on the distribution ratio, you may wish to refer to the Separation FAQ's that Time Warner Inc. has posted in the ""Time Warner Inc.- Time Warner Cable Separation Information" section of the investor relations page of its website (www.timewarner.com/investors).

Alternatively, you can contact Time Warner Inc.'s Investor Relations department at: IR@timewarner.com or via phone at Phone: 866-INFO-TWX.

For information regarding the tax consequences to Time Warner stockholders of Time Warner's Spin-Off of its interest in Time Warner Cable Inc., and specifically with respect to tax basis allocation, you may wish to refer to a "Tax Information Statement" that Time Warner Inc. has posted in the "Time Warner Inc.- Time Warner Cable Separation Information" section of the investor relations page of its website (www.timewarner.com/investors).

In addition, you are encouraged to consult your own tax advisor regarding the particular consequences to you.

Alternatively, you can contact Time Warner Inc.'s Investor Relations department at: IR@timewarner.com or via phone at Phone: 866-INFO-TWX.

Whom should I call if I have questions regarding how the reverse stock split will impact my shares of common stock?
If you are a registered Time Warner Cable stockholder, you may contact Time Warner Cable's transfer agent, BNY Mellon, for more information by calling toll-free at 1-866-795-8825, or through www.bnymellon.com/shareowner/isd.

If you are a beneficial stockholder (in other words, if you hold your shares through a broker, bank or other nominee), you should contact your broker, bank or other nominee directly.

Regardless of whether you are a registered or beneficial stockholder, you may also contact Time Warner Cable Investor Relations by email at ir@twcable.com or by calling toll-free at 1-877-4INFO-TWC.

Last updated : June 23, 2009