Time Warner Cable 2014 Annual Report Download - page 120

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
the future programming costs for these contract requirements and commitments based on subscriber numbers and tier
placement as of December 31, 2014 applied to the per-subscriber rates contained in these contracts. Actual amounts due
under such contracts may differ from the amounts above based on the actual subscriber numbers and tier placements.
These amounts also include programming rights negotiated directly with content owners for distribution on TWC-owned
channels or networks and commitments related to TWC’s role as an advertising and distribution sales agent for third
party-owned channels or networks.
Minimum pension funding requirements have not been presented in the table above as such amounts have not been
determined beyond 2014. The Company made no cash contributions to the qualified pension plans in 2014; however, the
Company may make discretionary cash contributions to the qualified pension plans in 2015. For the nonqualified pension
plan, the Company contributed $5 million during 2014 and will continue to make contributions in 2015 to the extent
benefits are paid.
Legal Proceedings
Following the announcement of the Comcast merger on February 13, 2014, eight putative class action complaints
challenging the merger were filed on behalf of purported TWC stockholders, seven in the Supreme Court of the State of
New York, County of New York and one in the Court of Chancery of the State of Delaware. These complaints were
captioned: Barrett v. Time Warner Cable Inc., et al. (N.Y. Sup. Ct.); Karl Graulich IRA v. Marcus, et al. (N.Y. Sup. Ct.);
Wedeking v. Time Warner Cable Inc., et al. (N.Y. Sup. Ct.); Lassoff v. Time Warner Cable Inc., et al. (N.Y. Sup. Ct.);
Thomas v. Marcus, et al. (N.Y. Sup. Ct.); Tangarone v. Time Warner Cable Inc., et al. (N.Y. Sup. Ct.); Louisiana
Municipal Police Employees’ Retirement System v. Black, et al. (Del. Ch.); and Empire State Supply Corp. v. Time
Warner Cable Inc., et al. (N.Y. Sup. Ct.). On March 25, 2014, the plaintiff in Tangarone v. Time Warner Cable Inc.
voluntarily discontinued the action in the New York Supreme Court and re-filed the action in the Court of Chancery of the
State of Delaware under the caption Tangarone v. Time Warner Cable Inc.,et al. (Del. Ch.). Likewise, on March 26,
2014, the plaintiffs in Empire State Supply Corp. v. Time Warner Cable Inc., et al. voluntarily discontinued the action in
the New York Supreme Court, and re-filed the action on March 27, 2014 in the Court of Chancery of the State of
Delaware under the caption Empire State Supply Corp. v. Time Warner Cable Inc., et al. (Del. Ch.). On March 28, 2014,
the plaintiffs in Louisiana Municipal Police Employees’ Retirement System v. Black, et al. (Del. Ch.) filed an amended
complaint. On April 2, 2014, the Court orally granted a motion to consolidate the pending actions in the New York
Supreme Court under the caption Barrett, et al. v. Time Warner Cable Inc., et al. (N.Y. Sup. Ct.), which the Court did
formally by written order on April 15, 2014. On April 3, 2014, the plaintiffs in Barrett, et al. v. Time Warner Cable Inc.,
et al. (N.Y. Sup. Ct.) filed a consolidated amended complaint. The various complaints name as defendants the Company,
the members of the Company’s Board of Directors, Comcast and Tango Acquisition Sub, Inc. (“Merger Sub”). The
complaints assert that the members of the Company’s Board of Directors breached their fiduciary duties to the Company’s
stockholders during the Comcast merger negotiations and by entering into the Merger Agreement and approving the
Comcast merger, and that Comcast and Merger Sub aided and abetted such breaches of fiduciary duties. The complaints
also allege that the Company and its Board of Directors failed to disclose in the registration statement related to the
Comcast merger material facts relating to the merger. The complaints seek, among other relief, injunctive relief enjoining
the shareholder vote on the Comcast merger, unspecified declaratory and equitable relief, compensatory damages in an
unspecified amount, and costs and fees. On July 22, 2014, the parties to the litigation entered into a memorandum of
understanding reflecting the terms of an agreement, subject to final approval by the New York Supreme Court and certain
other conditions, to settle all of the outstanding litigation challenging the merger. The Company believes that the claims
asserted against it in the lawsuits are without merit and, if the settlement does not receive final approval by the New York
Supreme Court or otherwise is not consummated, intends to defend against the litigation vigorously.
On December 11, 2013, Constellation Technologies LLC, a wholly owned subsidiary of Rockstar Consortium US LP
(“Rockstar”), filed a complaint in the U.S. District Court for the Eastern District of Texas alleging that the Company and
its subsidiary, TWCE, infringe six patents purportedly relating to the Company’s use of various technologies, including
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