WarnerMedia

Warner Media, LLC

Time Warner Center in New York City
Trade name	WarnerMedia
Formerly	Time-Warner (1990–2001) AOL Time Warner Inc. (2001–2003) Time Warner Inc. (2003–2018)
Company type	Subsidiary
Industry	Mass media Entertainment
Predecessors	Time Inc. Warner Communications
Founded	January 10, 1990 (1990-01-10)
Founder	Steve Ross
Headquarters	New York City, New York , U.S.
Area served	Worldwide
Key people	John Stankey (CEO)
Revenue	US$31.27 billion (2017)
Operating income	US$7.92 billion (2017)
Net income	US$5.24 billion (2017)
Total assets	US$69.20 billion (2017)
Total equity	US$28.37 billion (2017)
Number of employees	30,400 (2018)
Parent	AT&T (2018–present)
Subsidiaries	HBO Otter Media Turner Broadcasting System Warner Bros.
Website	warnermediagroup.com

Warner Media, LLC, doing business as WarnerMedia, is an American multinational mass media and entertainment conglomerate owned by AT&T and headquartered in New York City. The company has film, television, cable networks, and publishing operations.

The company was formed in 1990 as Time Warner, from the merger of Time Inc. and Warner Communications. The current company consists largely of the assets of the former Warner Communications, HBO (a Time Inc. subsidiary until the merger), and the Turner Broadcasting System assets which it acquired in 1996. Its assets include HBO, Turner, half of The CW, Cartoon Network, Audience, Warner Bros., CNN, DC Comics, Otter Media, and a 10% stake in Hulu.

On October 22, 2016, AT&T announced an offer to acquire Time Warner for $108.7 billion (including assumed Time Warner debt). The proposed merger was confirmed on June 12, 2018, after AT&T won an antitrust lawsuit that the U.S. Justice Department filed in 2017 to attempt to block the acquisition. The merger closed two days later, with the company becoming a subsidiary of AT&T.

Despite spinning off Time Inc. in 2014 (which was acquired by the Meredith Corporation in 2018), the company retained the Time Warner name until AT&T's acquisition in 2018. The company's previous assets included Time Inc., AOL (now owned by Verizon Communications), Time Warner Cable (later purchased by Charter Communications), Warner Books (now Hachette Book Group), and Warner Music Group; these operations were either sold to others or spun off as independent companies. The company ranked No. 98 in the 2018 Fortune 500 list of the largest United States corporations by total revenue.

Background

1920s

Time magazine, the first weekly news magazine in the United States, debuted in 1923.

Four years later, in 1927, Warner Bros. released the world's first feature-length talking picture, The Jazz Singer.

1960s

In 1963, recommendations from Time Inc. based on how it delivered magazines led to the introduction of ZIP codes by the United States Post Office.

1970s

In 1972, Kinney National Company spun off its non-entertainment assets due to a financial scandal over its parking operations and renamed itself Warner Communications Inc.

It was the holding company for Warner Bros. Pictures and Warner Music Group during the 1970s and 1980s. It also owned DC Comics and Mad, as well as a majority stake in Garden State National Bank (an investment it was ultimately required to sell pursuant to requirements under the Bank Holding Company Act). Warner's initial divestiture efforts led by Garden State CEO Charles A. Agemian were blocked by Garden State board member William A. Conway in 1978; a revised transaction was later completed in 1980.

In 1975, Home Box Office (HBO) became the first TV network to broadcast nationally via satellite, debuting with the Muhammad Ali and Joe Frazier "Thrilla in Manila" boxing match.

In 1975, Warner expanded under the guidance of CEO Steve Ross and formed a joint venture with American Express, named Warner-Amex Satellite Entertainment, which held cable channels including MTV (launched 1981), Nickelodeon (launched 1979) and The Movie Channel. Warner Bros. bought out American Express's half in 1984, and sold the venture a year later to Viacom, which renamed it MTV Networks.

In 1976, the Turner–owned WTCG originated the "superstation" concept, transmitting via satellite to cable systems nationwide and pioneering the basic cable business model. WTCG was renamed WTBS in 1979 (it is now Meredith-owned WPCH).

In 1976, Nolan Bushnell sold Atari, Inc. to Warner Communications for an estimated $2–12 million. Warner made considerable profits (and later losses) with Atari, which it owned from 1976 to 1984. While part of Warner, Atari achieved its greatest success, selling millions of Atari 2600s and computers. At its peak, Atari accounted for a third of Warner's annual income and was the fastest-growing company in the history of the United States at the time.

1980s

In 1980, Warner purchased The Franklin Mint for about $225 million. The combination was short lived: Warner sold The Franklin Mint in 1985 to American Protection Industries Inc. (API) for $167.5 million. However, Warner retained Franklin Mint's Eastern Mountain Sports as well as The Franklin Mint Center, which it leased back to API.

In 1980, Turner launched CNN, the first 24-hour all-news network, redefining the way the world received breaking news.

In January 1983, Warner expanded their interests to baseball. Under the direction of Caesar P. Kimmel, executive vice-president, bought 48 percent of the Pittsburgh Pirates for $10 million. The company then put up its share for sale in November 1984 following losses of $6 million due to its failed attempt to launch a cable sports package. The team's majority owner, John W. Galbreath, soon followed suit after learning of Warner's actions. Both Galbreath and Warner sold the Pirates to local investors in March 1986.

In 1984, due to major losses spurred by subsidiary Atari Inc.'s losses, Warner sold Atari Inc.'s Consumer Division assets to Jack Tramiel. It kept the rest of the company and named it Atari Games, eventually reducing it to just the Coin Division. They sold Atari Games to Namco in 1985, and repurchased it in 1992, renaming it Time Warner Interactive, until it was sold to Midway Games in 1996. In a long-expected deal, Warner Communications acquired Lorimar-Telepictures; the acquisition was finalized on January 12, 1989.

History

Plans to merge Time Inc. and Warner Communications were made public on March 4, 1989. During the summer of that same year, Paramount Communications (formerly Gulf+Western) launched a $12.2 billion hostile bid to acquire Time, Inc. in an attempt to end a stock-swap merger deal between Time and Warner Communications. Time raised its bid to $14.9 Billion in cash and stock. Paramount responded by filing a lawsuit in a Delaware court to block the Time/Warner merger. The court ruled twice in favor of Time, forcing Paramount to drop both the Time acquisition and the lawsuit, and allowing the two companies' merger, which was completed on January 10, 1990.

1990s

US West partnered with Time Warner in 1993 to form what is now known as TW Telecom, initially known as Time Warner Communications (also utilized as the brand name for cable operation previously under the ATC name), in order to bring telephone via fiber to the masses. US West also took a 26% stake in the entertainment portion of the company, calling that division Time Warner Entertainment (or legally Time Warner Entertainment Company L.P.). US West's stake eventually passed to acquired cable company MediaOne, then to AT&T Broadband in 1999 when that company acquired MediaOne, then finally to Comcast in 2001 when that company bought the AT&T Broadband division. Comcast sold their stake in the company in 2003, relegating the name to a subdivision under Time Warner Cable.

In October 1996, Time Warner merged with Turner Broadcasting System, which was established by Ted Turner. Not only did this result in the company (in a way) re-entering the basic cable television industry (in regards to nationally available channels), but Warner Bros. also regained the rights to their pre-1950 film library, which by then had been owned by Turner (the films are still technically held by Turner, but WB is responsible for sales and distribution), while Turner gained access to WB's post-1950 library, as well as other WB-owned properties.

Time Warner purchased the Six Flags Theme Parks chain in 1993. The company later sold all Six Flags parks and properties to Oklahoma-based Premier Parks on April 1, 1998.

Dick Parsons, already a director on the board since 1991, was hired as Time Warner president in 1995, although the division operational heads continued to report directly to Chairman and CEO Gerald Levin.

In 1991, HBO and Cinemax became the first premium pay services to offer multiplexing to cable customers, with companion channels supplementing the main networks. In 1993, HBO became the world's first digitally transmitted television service. In 1995, CNN introduced CNN.com which later became a leading destination for global digital news, both online and mobile. In 1996, Warner Bros. spearheaded the introduction of the DVD, which gradually replaced VHS tapes as the standard format for home video in the early to mid-2000s. In 1999, HBO became the first national cable TV network to broadcast a high–definition version of its channel.

2000s

AOL Time Warner

Logo for AOL Time Warner

In 2000, AOL stated its intentions to purchase Time Warner for $164 billion. Due to the larger market capitalization of AOL, their shareholders would own 55% of the new company while Time Warner shareholders owned only 45%, so in actual practice AOL had acquired Time Warner, even though Time Warner had far more assets and revenues. Time Warner had been looking for a way to embrace the digital revolution, while AOL wanted to convert its stock price into tangible assets.

The deal, officially filed on February 11, 2000, employed a merger structure in which each original company merged into a newly created entity. The Federal Trade Commission cleared the deal on December 14, 2000, and gave final approval on January 11, 2001; the company completed the merger later that day. The deal was approved on the same day by the Federal Communications Commission, and had already been cleared by the European Commission on October 11, 2000.

AOL Time Warner Inc., as the company was then called, was supposed to be a merger of equals with top executives from both sides. Gerald Levin, who had served as chairman and CEO of Time Warner, was CEO of the new company. Steve Case served as Executive Chairman of the board of directors, Robert W. Pittman (president and COO of AOL) and Dick Parsons (president of Time Warner) served as Co-Chief Operating Officers, and J. Michael Kelly (the CFO from AOL) became the Chief Financial Officer.

According to AOL President and COO Bob Pittman, the slow-moving Time Warner would now take off at Internet speed, accelerated by AOL: "All you need to do is put a catalyst to [Time Warner], and in a short period, you can alter the growth rate. The growth rate will be like an Internet company." The vision for Time Warner's future seemed clear and straightforward; by tapping into AOL, Time Warner would reach deep into the homes of tens of millions of new customers. AOL would use Time Warner's high-speed cable lines to deliver to its subscribers Time Warner's branded magazines, books, music, and movies. This would have created 130 million subscription relationships.

However, the growth and profitability of the AOL division stalled due to advertising and loss of market share to the growth of high speed broadband providers. The value of the America Online division dropped significantly, not unlike the market valuation of similar independent internet companies that drastically fell, and forced a goodwill write-off, causing AOL Time Warner to report a loss of $99 billion in 2002 — at the time, the largest loss ever reported by a company. The total value of AOL stock subsequently went from $226 billion to about $20 billion.

An outburst by Vice-Chairman Ted Turner at a board meeting prompted Steve Case to contact each of the directors and push for CEO Gerald Levin's ouster. Although Case's coup attempt was rebuffed by Parsons and several other directors, Levin became frustrated with being unable to "regain the rhythm" at the combined company and handed in his resignation in the fall of 2001, effective in May 2002. Although Co-COO Bob Pittman was the strongest supporter of Levin and largely seen as the heir-apparent, Dick Parsons was instead chosen as CEO. Time Warner CFO J. Michael Kelly was demoted to COO of the AOL division, and replaced as CFO by Wayne Pace. AOL Chairman and CEO Barry Schuler was removed from his position and placed in charge of a new "content creation division", being replaced on an interim basis by Pittman, who was already serving as the sole COO after Parsons' promotion.

Many expected synergies between AOL and other Time Warner divisions never materialized, as most Time Warner divisions were considered independent fiefs that rarely cooperated prior to the merger. A new incentive program that granted options based on the performance of AOL Time Warner, replacing the cash bonuses for the results of their own division, caused resentment among Time Warner division heads who blamed the AOL division for failing to meet expectations and dragging down the combined company. AOL Time Warner COO Pittman, who expected to have the divisions working closely towards convergence instead found heavy resistance from many division executives, who also criticized Pittman for adhering to optimistic growth targets for AOL Time Warner that were never met. Some of the attacks on Pittman were reported to come from the print media in the Time, Inc. division under Don Logan. Furthermore, CEO Parsons' democratic style prevented Pittman from exercising authority over the "old-guard" division heads who resisted Pittman's synergy initiatives.

Pittman resigned as AOL Time Warner COO after July 4, 2002, being reportedly burned out by the AOL special assignment and almost hospitalized, unhappy about the criticism from Time Warner executives, and seeing nowhere to move up in firm as Parsons was firmly entrenched as CEO. Pittman's departure was seen as a great victory to Time Warner executives who wanted to undo the merger. In a sign of AOL's diminishing importance to the media conglomerate, Pittman's responsibilities were divided between two Time Warner veterans; Jeffrey Bewkes who was CEO of Home Box Office, and Don Logan who had been CEO of Time. Logan became chairman of the newly created media and communications group, overseeing America Online, Time, Time Warner Cable, the AOL Time Warner Book Group and the Interactive Video unit, relegating AOL to being just another division in the conglomerate. Bewkes became chairman of the entertainment and networks group, comprising HBO, New Line Cinema, The WB, Turner Networks, Warner Bros. and Warner Music. Both Logan and Bewkes, who had initially opposed the merger, were chosen because they were considered the most successful operational executives in the conglomerate and they would report to AOL Time Warner CEO Richard Parsons. Logan, generally admired at Time Warner and reviled by AOL for being a corporate timeserver who stressed incremental steady growth and not much of a risk taker, moved to purge AOL of several "Pittman panzers".

Return to Time Warner name

Logo for Time Warner (2003—2018)

AOL Time Warner Chairman Steve Case took on added prominence as the co-head of a new strategy committee of the board, making speeches to divisions on synergism and the promise of the Internet. However, under pressure from institutional investor vice-president Gordon Crawford who lined up dissenters, Case stated in January 2003 that he would not stand for re-election as executive chairman in the upcoming annual meeting, making CEO Richard Parsons the chairman-elect. That year, the company dropped the "AOL" from its name, and spun off Time-Life's ownership under the legal name Direct Holdings Americas, Inc. Case resigned from the Time Warner board on October 31, 2005. Jeff Bewkes, who eventually became CEO of Time Warner in 2007, described the 2001 merger with AOL as 'the biggest mistake in corporate history'.

In 2005, Time Warner was among 53 entities that contributed the maximum of $250,000 to the second inauguration of President George W. Bush. On December 27, 2007, newly installed Time Warner CEO Jeffrey Bewkes discussed possible plans to spin off Time Warner Cable and sell off AOL and Time Inc. This would leave a smaller company made up of Turner Broadcasting, Warner Bros. and HBO. On February 28, 2008, co-chairmen and co-CEOs of New Line Cinema Bob Shaye and Michael Lynne resigned from the 40-year-old movie studio in response to Jeffrey Bewkes's demand for cost-cutting measures at the studio, which he intended to dissolve into Warner Bros.

In 2009, Time Warner spun out its Time Warner Cable division, and later AOL, as independent companies.

2010s

In the first quarter of 2010, Time Warner purchased additional interests in HBO Latin America Group for $217 million, which resulted HBO owning 80% of the equity interests of HBO LAG. In 2010, HBO purchased the remainder of its partners' interests in HBO Europe (formerly HBO Central Europe) for $136 million, net of cash acquired. In August 2010, Time Warner agreed to acquire Shed Media, a TV production company, for £100 million. Its distribution operation, Outright Distribution, was folded into Warner Bros. International Television Production. On August 26, 2010, Time Warner acquired Chilevisión. On August 25, 2010, Time Warner's Latin American division bought Chilean nationwide terrestrial television station Chilevisión from Chile's elected president Sebastián Piñera. WarnerMedia already operates in the country with CNN Chile.

In May 2011, Warner Bros. Home Entertainment Group acquired Flixster, a movie discovery application company. The acquisition also includes Rotten Tomatoes, a movie review aggregator.

In June 2012, Time Warner acquired Alloy Entertainment, a publisher and television studio whose works are aimed at teen girls and young women. On August 6, 2012, Time Warner acquired Bleacher Report, a sports news website. The property was placed under the control of the Turner Sports division.

On March 6, 2013, Time Warner intended to spin-off its publishing division Time Inc. as a separate, publicly traded company. The transaction was completed on June 6, 2014.

In January 2014, Time Warner, Related Companies, and Oxford Properties Group announced that the then Time Warner intended to relocate the Company's corporate headquarters and its New York City-based employees to 30 Hudson Yards in the Hudson Yards neighborhood in Chelsea, Manhattan, and has accordingly made an initial financial commitment. Time Warner sold its stake in the Columbus Circle building for $1.3 billion to Related and two wealth funds. The move will be completed in 2018.

In June 2014, 21st Century Fox made a bid for Time Warner at $85 per share in stock and cash ($80 billion total) which Time Warner's board of directors turned down in July. Time Warner's CNN unit would have been sold to ease antitrust issues of the purchase. On August 5, 2014, Fox withdrew its offer to purchase Time Warner.

WarnerMedia

On October 20, 2016, it was reported that AT&T was in talks to acquire Time Warner. The proposed deal would give AT&T significant holdings in the media industry. As AT&T's competitor Comcast had previously acquired NBCUniversal in a similar bid to increase its media holdings, in concert with its ownership of television and internet providers. On October 22, 2016, AT&T reached a deal to buy Time Warner for $108.7 billion. If approved by federal regulators, the merger would bring Time Warner's properties under the same umbrella as AT&T's telecommunication holdings, including satellite provider DirecTV. The deal has faced criticism for the possibility that AT&T could use Time Warner content as leverage to discriminate against or limit access to the content by competing providers.

On February 15, 2017, Time Warner shareholders approved the merger. On February 28, Federal Communications Commission chairman Ajit Pai refused to review the deal, leaving the review to the Department of Justice. On March 15, 2017, the merger was approved by the European Commission. On August 22, 2017, the merger was approved by the Comisión Federal de Competencia. On September 5, 2017, the merger was approved by the Chilean Fiscalía Nacional Económica.

In the wake of the presidency of US President Donald Trump, Time Warner's ownership of CNN was considered a potential source of scrutiny for the deal, as Trump has repeatedly criticized the network for how it has covered his administration, and stated during his campaign that he planned to block the acquisition because of the potential impact of the resulting consolidation. Following his election, however, his transition team stated that the government planned to evaluate the deal without prejudice. On December 22, 2017, the merger agreement deadline was extended to June 21, 2018, under a big vote of confidence.

On June 12, 2018, District Judge Richard J. Leon ruled in favor of AT&T, thus allowing the acquisition to go ahead with no conditions or remedies. Leon argued that the Department of Justice provided insufficient evidence that the proposed transaction would result in lessened competition. He also warned the government that attempting to obtain an appeal or stay on the ruling would be manifest unjust, as it would cause "certain irreparable harm to the defendants".

On June 14, 2018, AT&T announced that it had closed the acquisition deal on Time Warner, making it as the former's subsidiary and division. Jeff Bewkes stepped down as CEO of Time Warner while retaining ties with the company as senior advisor of its parent company AT&T. John Stankey, which headed the AT&T/Time Warner integration team, took over as CEO. It was also announced that the Time Warner brand would be dropped in favor of the name WarnerMedia. As a result of the structure of the merger, Time Warner Inc. became a limited liability company with the legal name Warner Media, LLC.

On July 12, 2018, the Department of Justice filed a notice of appeal with the D.C. Circuit to reverse the District Court's approval. Although the Department of Justice reportedly contemplated requesting an injunction to stop the deal from closing after the District Court's ruling, the Department ultimately did not file the motion because WarnerMedia's operation as a separate group from the rest of AT&T would make the business relatively easy to unwind should the appeal be successful. The next day, however, AT&T CEO Randall Stephenson told CNBC that the appeal would not affect its plans to integrate WarnerMedia into AT&T, or services already launched. In a brief filed by the Justice Department, it was argued that the decision to approve the acquisition ran "contrary to fundamental economic logic and the evidence."

On August 7, 2018, AT&T acquired the remaining controlling stake in Otter Media, owner of online brands such as Fullscreen, anime streaming service Crunchyroll, and Rooster Teeth, from the Chernin Group for an undisclosed amount. The company now operates as a division of WarnerMedia. The appeal is expected to have zero impact on the integration. By September 2018, nine state attorney generals sided with AT&T on the case.

On October 10, 2018, WarnerMedia announced that it will launch an over-the-top streaming service in late 2019 to compete with Netflix, Amazon Video and Disney+.

On December 14, 2018, Kevin Reilly, President of TNT and TBS was promoted to Chief Content officer of all WarnerMedia's digital and subscription activities including the upcoming streaming service reporting to both Turner's President Daniel Levy and WarnerMedia's CEO John Stankey.

Subsidiaries

Main article: List of assets owned by WarnerMedia

WarnerMedia operates its three "principal operating divisions"—HBO, Turner Broadcasting System and Warner Bros.—as well as other, smaller subsidiaries, such as Otter Media.

HBO

Main article: HBO

Home Box Office, Inc. operates the HBO premium television service as well as sister service Cinemax. HBO- and Cinemax-branded channels are available in over 70 countries around the world, and HBO programming is licensed to other television networks in over 150 countries.

In 2012, HBO was the number 1 premium pay television service in primetime television and total day ratings. In 2013, the network received five Golden Globes and 23 primetime Emmy Awards. HBO's programming includes the airing of feature films, HBO Documentary Films, HBO Sports, original films, and original programming. The network has developed content distribution platforms, like HBO GO and Max GO to help support and deliver programming to users via online and mobile devices.

Turner Broadcasting System

Main article: Turner Broadcasting System

Turner Broadcasting System is an entertainment, sports and news company that creates and distributes various programs. Turner owns cable channels and their brand extensions including CNN, AT&T SportsNet, TBS, Turner Classic Movies (TCM), truTV, Cartoon Network and TNT. Turner's brands and sub brands reach broad domestic and international audiences. In addition to television network programming, Turner manages digital sports entities, including bleacherreport.com, NBA.com, PGA.com and NCAA.com. Turner primarily reaches audiences in the 18- to 34-year-old bracket. Turner Sports produces sports programming and content for Turner networks and related digital properties. Turner Sports' television lineup includes NBA and MLB games, the NCAA Tournament Games, and the PGA Championship. Turner and the NBA jointly manage a portfolio of the NBA's digital businesses, including NBA TV, NBA.com, NBA League Pass, NBA Mobile and the NBA GameTime app. Also Turner and MLB jointly manage a portfolio of the MLB's digital businesses including MLB Network, MLB.com, MLB Extra Innings and the MLB Network App.

Otter Media

Main article: Otter Media

Otter Media Holdings, LLC. is an American digital branding and media company. It owns Crunchyroll, VRV, Fullscreen, Gunpowder & Sky, Hello Sunshine, Machinima, and Rooster Teeth. Originally started as a joint venture of AT&T and the Chernin Group in 2014, it was solely acquired by AT&T on August 7, 2018 and subsequently operated as the subsidiary of WarnerMedia.

Warner Bros.

Main article: Warner Bros.

Warner Bros.' businesses range from feature film and TV to home entertainment production and worldwide distribution to home video, digital distribution, animation, comic books, licensing and international cinemas and broadcasting. In 2012, the Warner Bros. Pictures Group grossed 4.3 billion dollars at the worldwide box office. Home Video is the industry leader with a 21% market share in total DVD and Blu-ray sales.

The Warner Bros. Home Entertainment Group works across platforms and outlets in the digital realm with video-on-demand, branded channels, original content, anti-piracy technology and broadband & wireless destinations. Each year Warner Bros. Pictures produces between 18 and 22 films. Warner Bros. has produced more than 50 television series in the 2012–2013 television season. Warner Bros. has also incorporated DC Comics content into Warner Bros. Entertainment via the creation of the DC Entertainment division, which was founded in 2009. DC Entertainment, which is wholly owned by the Company, is responsible for bringing the stories and characters from the DC Comics, Vertigo and MAD Magazine publishing portfolios into other Warner Bros. content and distribution businesses, including feature films, television programming, video games, direct-to-consumer platforms and consumer products. The DC Comics imprint, home to such iconic characters as Batman, Superman, Wonder Woman, Flash and Green Lantern, has launched digital versions of its top comic book and graphic novel titles, making them available for download on digital platforms.

Commercial properties

WarnerMedia owns several large properties in New York City. In late 2003, Time Warner finished construction of a new twin-tower complex, designed to serve as additional office space, facing Columbus Circle on the southwestern edge of Central Park. Originally called the AOL Time Warner Center, the 755-foot (230 m), 55-floor mixed-use property was renamed Time Warner Center when the company itself was renamed.

Notable people

• John Stankey, CEO of WarnerMedia
• Richard Plepler, Chairman and CEO of HBO
• Kevin Tsujihara, Chairman and CEO of Warner Bros.

See also

• List of conglomerates

External links

• Official website