Current Report

 
 
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 21, 2008
TIME WARNER CABLE INC.
(Exact Name of Registrant as Specified in its Charter)
         
Delaware   001-33335   84-1496755
         
(State or Other Jurisdiction of   (Commission File Number)   (IRS Employer
Incorporation)       Identification No.)
One Time Warner Center, North Tower, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
212-364-8200
(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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 7.01   Regulation FD Disclosure.
On May 21, 2008, Time Warner Cable Inc., a Delaware corporation (“TWC”), issued a joint press release with Time Warner Inc., a Delaware corporation (“Time Warner”), announcing that TWC had approved a separation agreement (the “Separation Agreement”) with Time Warner, Time Warner Entertainment Company, L.P., TW NY Cable Holding Inc., Warner Communications Inc., Historic TW Inc. and American Television and Communications Corporation. A copy of the press release is attached as Exhibit 99.1.
On May 21, 2008, beginning at 8:30 a.m. ET, Time Warner and TWC will host a conference call for investors to discuss the Separation Agreement and the transactions contemplated in the Separation Agreement (the “Transactions”). There will be a live audio webcast of the call available via TWC’s Web site at www.timewarnercable.com/investors. A copy of the presentation slides (the “Presentation”), as well as reconciliations of non-GAAP financial measures (the “Reconciliations”) used in the Presentation, are attached as Exhibit 99.2 and Exhibit 99.3, respectively. The information contained in the Presentation and the Reconciliations may also be used subsequently in other settings, including, but not limited to conversations or meetings with investors and media, and communications with employees, government authorities and other constituencies.
The information included in this Current Report on Form 8-K, including the press release, the Presentation and the Reconciliations attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, is provided to satisfy the public disclosure requirements of Regulation FD. This information is being “furnished” to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Caution Concerning Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Such forward-looking statements include, but are not limited to, statements about the benefits of the Transactions involving Time Warner and TWC and their subsidiaries, including future financial and operating results, the plans, objectives, expectations and intentions of Time Warner and TWC, and other statements that are not historical facts. These statements are based on the current expectations and beliefs of the management of Time Warner and TWC, and are subject to uncertainty and changes in circumstances.
TWC cautions readers that any forward-looking information is not a guarantee of future performance and that actual results may vary materially from those expressed or implied by the statements herein, due to the conditions to the consummation of the Transactions, changes in economic, business, competitive, technological, strategic or other regulatory factors, as well as factors affecting the operation of TWC and the businesses of Time Warner. More detailed information about certain of these and other factors may be found in filings by TWC with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, in the sections entitled “Caution Concerning Forward-Looking Statements” and “Risk Factors.” In particular, the following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the failure to obtain governmental approvals; the failure to receive required tax rulings or tax opinions; and the risk that the anticipated benefits from the Transactions may not be fully realized or may take longer to realize than expected. TWC is under no obligation to, and expressly disclaims any obligation to, update or alter the forward-looking statements contained in this document, whether as a result of new information, future events, or otherwise.

 

 

Item 9.01   Financial Statements and Exhibits.
         
Exhibit   Description
       
 
  99.1    
Press release, dated May 21, 2008, issued by Time Warner Inc. and Time Warner Cable Inc.
       
 
  99.2    
Presentation slides.
       
 
  99.3    
Reconciliation of non-GAAP financial measures.

 

 

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 CABLE INC.
  		 
  By:   /s/ Robert D. Marcus    
    Name:   Robert D. Marcus   
Date: May 21, 2008    Title:   Senior Executive Vice President and
Chief Financial Officer  		 
 

 

 

EXHIBIT INDEX
         
Exhibit   Description
       
 
  99.1    
Press release, dated May 21, 2008, issued by Time Warner Inc. and Time Warner Cable Inc.
       
 
  99.2    
Presentation slides.
       
 
  99.3    
Reconciliations of non-GAAP financial measures.

 

Exhibit 99.1
For Immediate Release:
TIME WARNER AND TIME WARNER CABLE
AGREE TO SEPARATION
Time Warner Cable to Declare One-Time Dividend of
$10.9 Billion to Its Stockholders, Payable Just Prior to Separation
Time Warner to Receive $9.25 Billion of Time Warner Cable’s Dividend

NEW YORK, May 21, 2008 — Time Warner Inc. (NYSE:TWX) and Time Warner Cable Inc. (NYSE:TWC) today announced that their respective boards of directors have approved an agreement that will result in the complete legal and structural separation of the two companies.
Time Warner President and Chief Executive Officer Jeff Bewkes said: “This is the right step for Time Warner and Time Warner Cable stockholders. After the transaction, each company will have greater strategic, financial and operational flexibility and will be better positioned to compete. Separating the two companies also will help their management teams focus on realizing the full potential of the respective businesses and will provide investors with greater choice in how they own this portfolio of assets. We’re bullish on Time Warner Cable’s prospects, but its strategic goals and capital needs are increasingly different from those of our other businesses.”
Mr. Bewkes continued: “Once the transaction is completed, Time Warner will have a streamlined portfolio of leading businesses focused on creating and distributing our branded content across traditional and digital platforms worldwide. Our company will also have increased flexibility in its capital structure. We’ll continue to balance investment opportunities against the benefits of returning capital directly to our stockholders, within a disciplined financial framework intended to maintain solid investment-grade credit ratings.”
Time Warner Cable President and Chief Executive Officer Glenn Britt said: “Today’s announcement marks the next important step in Time Warner Cable’s evolution as a stand-alone, public company. In a single transaction we increase our strategic and financial flexibility, simplify our capital structure, enhance the public float and liquidity of our stock and return substantial capital to our stockholders. Importantly, we expect to accomplish all of this while maintaining solid investment-grade credit ratings. Paying a sizeable, one-time dividend is a reflection of our continued confidence in our growth prospects. Our separation from Time Warner also enhances our ability to compete aggressively and perform well in a highly competitive environment by delivering the innovative telecommunications services that our customers need, while making prudent investments to deliver continued value for our stockholders.”
The transaction will include the following steps:
•   Time Warner exchanges its 12.4% interest in TW NY Cable Holding Inc., a subsidiary of Time Warner Cable, for 80 million newly issued shares of Time Warner Cable’s Class A common stock — increasing Time Warner’s ownership stake in Time Warner Cable’s common stock from 84% to 85.2%;

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•   Time Warner Cable declares a one-time dividend to all of its stockholders of $10.27 per Time Warner Cable common share — a total of approximately $10.9 billion — payable immediately prior to completion of the separation;
 
•   Time Warner receives $9.25 billion from this dividend;
 
•   Time Warner converts its Time Warner Cable Class B common shares (each Class B common share has the voting power equivalent to 10 Class A common shares) into Time Warner Cable common shares on a one-for-one basis in a recapitalization that results in Time Warner Cable having one class of common stock; and
 
•   Time Warner distributes its entire ownership stake in Time Warner Cable to Time Warner stockholders in a tax-efficient manner. The exact form of the distribution will be determined shortly before the closing of the transaction, based on market conditions.
Time Warner Cable expects to fund the one-time dividend through its existing revolving credit facility and $9 billion from a new, committed two-year bridge term financing from a syndicate of banks. In addition, Time Warner has agreed to provide a commitment for a supplemental two-year term loan of up to $3.5 billion to enable Time Warner Cable to repay the bridge financing at its maturity, in the unlikely event Time Warner Cable has not replaced the bridge financing with long-term financing. At the completion of the transaction, Time Warner and Time Warner Cable both expect to have solid investment-grade credit ratings.
The transaction is contingent on a favorable IRS ruling on its tax treatment as well as customary regulatory reviews and local franchise approvals. The transaction is expected to close in the fourth quarter.
The Time Warner Cable board of directors approved the transactions following a unanimous recommendation by the members of the Special Committee of Independent Directors that was formed for the purpose of reviewing, considering, evaluating and participating in the negotiations concerning the transactions.
Citigroup Global Markets Inc. and Goldman, Sachs & Co. are serving as lead financial advisers to Time Warner. Cravath, Swaine & Moore LLP is serving as legal adviser to Time Warner. Additionally, BNP Paribas Securities Corp., Banc of America Securities LLC, Deutsche Bank Securities Inc. and Wachovia Capital Markets, LLC are providing financial advice to the management of Time Warner. Morgan Stanley & Co. Incorporated is serving as financial adviser to Time Warner Cable, and Evercore Group L.L.C. is serving as financial adviser to the Special Committee of Time Warner Cable’s board of directors. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal adviser to Time Warner Cable, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal adviser to the Special Committee.
About Time Warner Inc.
Time Warner Inc. is a leading media and entertainment company, whose businesses include interactive services, cable systems, filmed entertainment, television networks and publishing.
About Time Warner Cable Inc.
Time Warner Cable is the second-largest cable operator in the U.S., with technologically advanced, well-clustered systems located mainly in five geographic areas — New York State (including New York City), the Carolinas, Ohio, southern California (including Los Angeles) and Texas. As of

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March 31, 2008, Time Warner Cable served approximately 14.7 million customers who subscribed to one or more of its video, high-speed data and voice services, representing approximately 33.0 million revenue generating units.
Information on Time Warner & Time Warner Cable Conference Call
Time Warner and Time Warner Cable will hold a joint conference call at 8:30 am ET on Wednesday, May 21, 2008.
The dialing instructions for the call are:
In the United States: 888-455-8240
Outside the U.S.: 773-799-3437
Passcode: 052108
Please dial in at least ten to fifteen minutes before the call’s scheduled start to ensure you are connected in time for the beginning of the call.
A replay will be available starting approximately two hours after the call has ended and will run through midnight ET May 23, 2008, at the following numbers:
Inside the United States: 866-378-0650
Outside the U.S.: 203-369-0320
No passcode is required for either of the replay numbers.
You are also invited to listen to the call live on Time Warner’s Web site at www.timewarner.com/investors or Time Warner Cable’s Web site at www.timewarnercable.com/investors . There will be a replay available beginning approximately two hours after the call has ended.
Caution Concerning Forward-Looking Statements
This document includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements about the benefits to Time Warner and Time Warner Cable of the separation. These statements are based on the current expectations or beliefs of both companies’ management, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein depending on whether the separation transaction is consummated in the manner contemplated, or at all, as well as due to changes in economic, business, competitive, technological, strategic and/or regulatory factors, and other factors affecting the operation of the businesses of Time Warner and Time Warner Cable. More detailed information about these factors may be found in filings by Time Warner and Time Warner Cable with the Securities and Exchange Commission, including their most recent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Time Warner and Time Warner Cable are under no obligation to, and expressly disclaim any such obligation to, update or alter their forward-looking statements, whether as a result of new information, future events, or otherwise.

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Contacts:
     
Time Warner Corporate Communications
  Time Warner Investor Relations
Edward Adler (212) 484-6630
  Doug Shapiro (212) 484-8926
Keith Cocozza (212) 484-7482
  Chris Clipper (212) 484-6297
 
   
Time Warner Cable Corporate Communications
  Time Warner Cable Investor Relations
Alex Dudley (212) 364-8229
  Tom Robey (212) 364-8218
# # #

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Exhibit 99.2

 

Time Warner Cable Separation May 21, 2008

 

Caution Concerning Forward Looking Statements and Non-GAAP Financial Measures Today's presentation includes forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about the benefits to Time Warner and Time Warner Cable of the separation and each company's capital structure following the separation. These statements are based on the current expectations or beliefs of the management of both companies, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements depending on whether the separation is consummated in the manner contemplated, or at all, as well as due to changes in economic, business, competitive, technological, strategic or regulatory factors, and factors affecting the operations of the businesses of Time Warner and Time Warner Cable. More detailed information about these factors may be found in filings by Time Warner and Time Warner Cable with the SEC, including their most recent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q in the sections entitled "Caution Concerning Forward-Looking Statements" and "Risk Factors." Time Warner and Time Warner Cable are under no obligation to, and expressly disclaim any such obligation to, update or alter their forward-looking statements, whether as a result of new information, future events or otherwise. Today's presentation also includes certain non-GAAP financial measures. Please note that schedules setting out the reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, as applicable, are posted on Time Warner's and Time Warner Cable's Web sites, as applicable, at www.timewarner.com/investors and www.timewarnercable.com/investors, respectively.

 

Agenda Jeffrey L. Bewkes President and Chief Executive Officer, Time Warner Inc. Glenn A. Britt President and Chief Executive Officer, Time Warner Cable Inc. John K. Martin EVP and Chief Financial Officer, Time Warner Inc. Robert D. Marcus Senior EVP and Chief Financial Officer, Time Warner Cable Inc.

 

Transaction Rationale Increases long-term strategic, financial and operational flexibility Yields more efficient capital structures, while retaining solid investment grade ratings at each company Provides investors greater choice by offering content-focused TWX stock Returns significant capital to TWC stockholders, meaningfully increases its public float and simplifies its capital structure

 

Transaction Overview Time Warner ("TWX") will distribute its shareholdings in Time Warner Cable ("TWC") to TWX stockholders in a tax-efficient separation transaction TWX will exchange its ~12% interest in TW NY Cable Holding Inc. ("TW NY") for 80 million newly-issued TWC Class A Common Shares (resulting in common stock ownership of 85.2%) TWX will convert its high-vote TWC Class B Common Shares into TWC Common Shares on a one-for-one basis TWC will pay a $10.9 billion ($10.27 / share) one-time dividend to its stockholders just prior to the separation TWX will distribute 100% of its TWC holdings to its stockholders via a spin-off distribution, split-off exchange or a combination of both Exchange/ Recapitalization Dividend Distribution

 

Other Transaction Points Additional Tax Considerations Dividend from Time Warner Cable expected to be tax-free to Time Warner Required Approvals IRS ruling, FCC approvals and franchise approvals Timing Closing is anticipated by year end 2008

 

Pro Forma* Capital Structures ($ in billions) 3/31/08 Net Debt ** and Pref. Equity *** TWC TWX $13.3 $34.9 TWC Special Dividend 10.9 (9.3) Pro forma 3/31/08 Net Debt ** and Pref. Equity *** $24.2 $12.3 Expected Pro forma YE 2008 leverage ratio 3.7x - 3.8x ~1.6x * Pro forma information reflects the transactions as though they occurred on March 31, 2008. ** Net debt defined as total debt, less cash and equivalents. *** Preferred equity represents mandatorily redeemable preferred membership units issued by a subsidiary of TWC in connection with the financing of the acquisition of certain assets of Adelphia Communications Corporation. Deconsolidation of TWC - (13.3)

 

Time Warner Cable Financing and Capital Structure Considerations Financing: ~$2.0 billion from existing revolver and $9.0 billion two-year bridge financing from a syndicate of banks $3.5 billion Time Warner supplemental loan commitment for two subsequent years after maturity of bridge financing Time Warner Cable remains committed to maintaining solid investment- grade ratings Strong OIBDA and Free Cash Flow growth enables rapid de-leveraging Sufficient committed liquidity post-dividend Dividend reduces cost of capital

 

Time Warner Cable Separation May 21, 2008
Exhibit 99.3
TIME WARNER INC. AND TIME WARNER CABLE INC.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
PRESENTATION GIVEN MAY 21, 2008
(In billions; Unaudited)
                 
    Time Warner     Time Warner  
    Inc.     Cable Inc.  
 
               
Reconciliations of Pro Forma Net Debt and Preferred Equity and Pro Forma Leverage Ratio:
               
 
               
Total debt and preferred equity at March 31, 2008
  $ 36.5     $ 13.5  
 
               
Cash and equivalents at March 31, 2008
    (1.6 )     (0.2 )
 
           
 
               
Net debt and preferred equity at March 31, 2008
    34.9       13.3  
 
               
TWC Special Dividend (a)
    (9.3 )     10.9  
 
               
Deconsolidation of TWC (b)
    (13.3 )     —  
 
           
 
               
Pro forma net debt and preferred equity as of March 31, 2008 (as if the separation of Time Warner Cable Inc. had occurred on March 31, 2008)
    12.3       24.2  
 
               
Estimated Free Cash Flow for the nine months ended December 31, 2008 (c)
    (1.6 )     (1.1 )
 
               
Estimated dividends on Time Warner Inc. common stock for the nine months ended December 31, 2008 (d)
    0.7       —  
 
               
Investments and other cash activity (e)
    0.7       0.6  
 
           
 
               
Pro forma net debt and preferred equity at December 31, 2008
  $ 12.1     $ 23.7  
 
           
 
               
Pro forma year end 2008 leverage ratio (f)   ˜ 1.6x
  3.7x - 3.8x
 
           
 
(a)   Reflects the expected payment by Time Warner Cable Inc. of a special dividend of $10.27 per share of Time Warner Cable Inc. common stock, of which Time Warner Inc. will receive approximately $9.3 billion.
 
(b)   Reflects the impact to Time Warner Inc. of the deconsolidation of Time Warner Cable Inc.’s $13.3 billion of net debt and preferred equity at March 31, 2008 as if the separation had occurred on March 31, 2008.
 
(c)   Reflects the low end of the 2008 full year Free Cash Flow estimate as set forth under the reconciliation of Free Cash Flow to Cash Flow Provided by Operations on the following schedule less the actual Free Cash Flow for the three months ended March 31, 2008.
 
(d)   Assumes that regular quarterly dividends on the Time Warner Inc. common stock will continue to be paid in 2008 at the same rate as for the three months ended March 31, 2008.
 
(e)   For Time Warner Inc., the amount primarily reflects the acquisition of Bebo, Inc. for $850 million. For Time Warner Cable Inc., the amount primarily reflects the expected investment in the WiMax joint venture of $550 million.
 
(f)   The pro forma year end 2008 leverage ratio is calculated as the pro forma net debt and preferred equity at December 31, 2008 divided by the expected range of Adjusted Operating Income before Depreciation and Amortization for the year ended December 31, 2008 for Time Warner Inc. (excluding the operations of Time Warner Cable Inc.) and Time Warner Cable Inc., respectively, as set forth under the reconciliation of Adjusted Operating Income before Depreciation and Amortization on the following schedule.

 

 

TIME WARNER INC. AND TIME WARNER CABLE INC.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
PRESENTATION GIVEN MAY 21, 2008
(In millions; Unaudited)
                                     
    Time Warner Inc. (Consolidated)   Time Warner Cable Inc.   Time Warner Inc. (excluding Time Warner Cable Inc.)
    Year Ended       Year Ended       Year Ended    
    December 31, 2007   Reconciliation of 2008 Guidance   December 31, 2007   Reconciliation of 2008 Guidance   December 31, 2007    
 
                                   
Reconciliation of Adjusted Operating Income before Depreciation and Amortization to Operating Income:
                                   
 
                                   
Adjusted Operating Income before Depreciation and Amortization (1)
  $ 12,879     7% to 9% growth   $ 5,742     9% to 11% growth   $ 7,137     4% to 9% growth (2)
 
                                   
Depreciation and Amortization
    (4,412 )   Mid to high-single digits growth or greater     (2,976 )   Mid to high-single digits growth     (1,436 )   Mid to high-single digits growth or greater
 
                                   
Impairment of goodwill, intangible and fixed assets
    (36 )   No material impairment expected                 (36 )   No material impairment expected
 
                                   
Gains and losses from asset sales
    689     Unable to estimate                 689     Unable to estimate
 
                                   
Amounts related to securities litigation and government investigations
    (171 )   Decrease in absolute dollar amount                 (171 )   Decrease in absolute dollar amount
 
                                   
 
                                   
Operating Income
  $ 8,949     Increase in absolute dollar amount   $ 2,766     Increase in absolute dollar amount   $ 6,183     Increase in absolute dollar amount
 
                                   
 
                                   
Reconciliation of Free Cash Flow to Cash Provided by Operations:
                                   
Free Cash Flow (3)
  $ 4,953     At or above $4.5 billion   $ 1,060     At least 40% growth   $ 3,893     At or above $3.0 billion (4)
 
                                   
Capital expenditures and product development costs plus partnership tax distributions, stock option distributions and principal payments on capital leases (all from continuing operations)
    4,487     Increase in absolute dollar amount     3,461     Approximately $3.5 billion     1,026     Approximately $1.0 billion
 
                                   
Excess tax benefits from the exercise of stock options
    (76 )   Unable to estimate     (5 )   Unable to estimate     (71 )   Unable to estimate
 
                                   
Payments related to securities litigation and government investigations
    (912 )   Decrease in absolute dollar amount                 (912 )   Decrease in absolute dollar amount
 
                                   
 
                                   
Cash provided by continuing operations
    8,452     Cash provided by continuing operations exceeding 75% of Operating Income     4,516     Increase in absolute dollar amount     3,936     Increase in absolute dollar amount
 
                                   
Cash provided by discontinued operations
    23     Unable to estimate     47     Unable to estimate     (24 )   Unable to estimate
 
                                   
 
                                   
Cash Provided by Operations
  $ 8,475     Cash Provided by Operations exceeding 75% of Operating Income   $ 4,563     Increase in absolute dollar amount   $ 3,912     Increase in absolute dollar amount
 
                                   
 
Notes:
(1)   Adjusted Operating Income before Depreciation and Amortization excludes the impact of noncash impairments of goodwill, intangible and fixed assets, as well as gains and losses on asset sales and amounts related to securities litigation and government investigations.
 
(2)   The 4% to 9% range for Time Warner Inc. (excluding Time Warner Cable Inc.) reflects the mathematical difference between the Time Warner Inc. (Consolidated) guidance range and the Time Warner Cable Inc. guidance range.
 
(3)   Free Cash Flow is defined as Cash Provided by Operations (as defined by U.S. generally accepted accounting principles) plus payments related to securities litigation and government investigations (net of any insurance recoveries) and excess tax benefits from the exercise of stock options, less cash flow attributable to discontinued operations, capital expenditures and product development costs, principal payments on capital leases and partnership distributions, if any.
 
(4)   The at or above $3.0 billion amount for Time Warner Inc. (excluding Time Warner Cable Inc.) reflects the mathematical difference between the Time Warner Inc. (Consolidated) guidance and the Time Warner Cable Inc. guidance.