UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 4, 2006
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15062 13-4099534
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One Time Warner Center, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
212-484-8000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On May 4, 2006, Time Warner Inc. ("Time Warner" or the "Company") entered into
Prepaid Share Repurchase Agreements (described in Item 8.01 below) with a number
of different counterparties, providing for repurchases of the Company's common
stock, $0.01 par value (the "Common Stock"), under its previously announced $20
billion stock repurchase program. In connection with the Prepaid Share
Repurchase Agreements, the Company has funded the majority of the approximately
$3.6 billion aggregate prepayment amount through borrowings under the Company's
$5.0 billion unsecured commercial paper program supported by the Company's $7.0
billion revolving credit facility (the "TW Facility"), which are described under
"Management's Discussion and Analysis of Results of Operations and Financial
Condition - Financial Condition and Liquidity - Bank Credit Agreements and
Commercial Paper Programs -Time Warner Credit Agreement " and " - Commercial
Paper Programs" in the Company's Annual Report on Form 10-K for the year ended
December 31, 2005 (the "2005 Form 10-K"). The TW Facility is filed as an exhibit
to the 2005 Form 10-K.
Item 8.01 Other Events.
In connection with the Company's $20 billion stock repurchase program, the
Company entered into prepaid stock repurchase agreements on May 4, 2006 with a
number of different counterparties (each, a "Prepaid Share Repurchase Agreement"
and, collectively, the "Prepaid Share Repurchase Agreements") that provide for
repurchases of Common Stock to be made pursuant to consecutive calculation
periods over the next three months, or longer, depending on the share price of
the Common Stock. The Company made payments of approximately $3.6 billion in the
aggregate upon entry into the Prepaid Share Repurchase Agreements and will
receive shares of Common Stock on the respective settlement date for each
Prepaid Share Repurchase Agreement at prices based on a formula that is expected
to deliver an effective average repurchase price per share below the volume
weighted average price of the Common Stock over the term of the relevant
contract. Each Prepaid Share Repurchase Agreement contains substantially similar
terms, except for certain pricing and date-related terms. A representative form
of Prepaid Share Repurchase Agreement is attached to this Form 8-K as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
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99.1 Form of Prepaid Share Repurchase Agreement.
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/ Wayne H. Pace
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Name: Wayne H. Pace
Title: Executive Vice President
and Chief Financial Officer
Date: May 8, 2006
EXHIBIT INDEX
Exhibit Description
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99.1 Form of Prepaid Share Repurchase Agreement.