Time Warner Cable 2014 Annual Report Download - page 9

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PART I
Item 1. Business.
Overview
Time Warner Cable Inc. (together with its subsidiaries, “TWC” or the “Company”) is among the largest providers of
video, high-speed data and voice services in the U.S., with technologically advanced, well-clustered cable systems located
mainly in five geographic areas – New York State (including New York City), the Carolinas, the Midwest (including
Ohio, Kentucky and Wisconsin), Southern California (including Los Angeles) and Texas. TWC’s mission is to connect its
customers to the world – simply, reliably and with superior service. As of December 31, 2014, the Company served
approximately 15.2 million residential and business services customers who subscribed to one or more of its video, high-
speed data and voice services. TWC’s residential services also include security and home management services, and
TWC’s business services also include networking and transport services (including cell tower backhaul services) and
enterprise-class, cloud-enabled hosting, managed applications and services. TWC also sells video and online advertising
inventory to a variety of local, regional and national customers.
Comcast Merger
On February 12, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with
Comcast Corporation (“Comcast”) whereby the Company agreed to merge with and into a 100% owned subsidiary of
Comcast (the “Comcast merger”). Upon completion of the Comcast merger, all of the outstanding shares of the Company
will be cancelled and each issued and outstanding share will be converted into the right to receive 2.875 shares of Class A
common stock of Comcast. At their special meetings on October 8, 2014 and October 9, 2014, respectively, Comcast’s
shareholders approved the issuance of Comcast Class A common stock to TWC stockholders in the Comcast merger and
TWC stockholders approved the adoption of the Merger Agreement. TWC and Comcast expect to complete the Comcast
merger in early 2015, subject to receipt of regulatory approvals, as well as satisfaction of certain other closing conditions.
On April 25, 2014, Comcast entered into a binding agreement with Charter Communications, Inc. (“Charter”), which
contemplates three transactions (the “divestiture transactions”): (1) a contribution, spin-off and merger transaction, (2) an
asset exchange and (3) a sale of assets. The completion of the divestiture transactions will result in the combined company
divesting a net total of approximately 3.9 million video subscribers, a portion of which are TWC subscribers (primarily in
the Midwest). The divestiture transactions are expected to occur contemporaneously with one another and are conditioned
upon and will occur following the closing of the Comcast merger. They are also subject to a number of other conditions.
The Comcast merger is not conditioned upon the closing of the divestiture transactions and, accordingly, the Comcast
merger can be completed regardless of whether the divestiture transactions are ultimately completed.
Caution Concerning Forward-Looking Statements and Risk Factors
This Annual Report on Form 10-K includes certain “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and beliefs
about future events and are inherently subject to uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained herein due to changes in economic, business, competitive, technological,
strategic and/or regulatory factors and other factors affecting the operation of TWC’s business, including the proposed
Comcast merger. For more detailed information about these factors, and risk factors with respect to the Company’s
operations, see Item 1A, “Risk Factors,” below and “Caution Concerning Forward-Looking Statements” in
“Management’s Discussion and Analysis of Results of Operations and Financial Condition” in the financial section of this
report. TWC is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking
statements whether as a result of changes in circumstances, new information, subsequent events or otherwise.
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