WarnerMedia

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Time Warner (1990–2001)

After several rounds of merger discussions, Time Inc. announced on March 4, 1989, that the two companies were to merge. If Warner and Time were to be successful in their merger, it would result in the world's largest media company. In response, Paramount Communications launched a counterbid of $12.2 billion to acquire Time Inc. in a stock-swap deal to block the merger. Time rejected Paramount's offer and requested a bigger bid of $14.9 billion. In response, Paramount filed a lawsuit in a Delaware Court to block the Time/Warner merger. The courts ruled in Time's favor twice, leading Paramount to end both its Time Inc. bids and the lawsuit and allowing the Time Warner merger to proceed on January 10, 1990.

Legally, the merger was structured as an acquisition of Warner Communications Inc. by Time Inc., with the latter changing its name to Time Warner Inc. The lawsuit by Paramount caused the mechanism of the merger to be changed such that Time Inc. had to take on significant debt to outright purchase all Warner Communications Inc.'s outstanding shares, which would not have been necessary in the original merger mechanism.

Time Warner Entertainment (1992–2001)

On June 30, 1992, Time Warner transferred most of its film, television production, music and cable businesses, including the Warner Bros., HBO, and Time Warner Cable assets, into Time Warner Entertainment Company, L.P. (TWEC), a new limited partnership with Toshiba and C. Itoh & Co. where each invested US$500 million for a 6.25% share. The deal announced in October 1991 was intended to relieve debt pressure from the Time Inc.–Warner Communications merger.

In 1993, US West joined the partnership with a US$2.5 billion investment for a 25% share. As part of the partnership, US West formed 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. By 1996, TWEC was owned 74.49% by Time Warner and the remainder by US West.

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.

Other operations

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 late 1990s and early to mid-2000s. In 1999, HBO became the first national cable television network to broadcast a high–definition version of its channel.

Time Warner Entertainment completed its purchase of Six Flags Theme Parks in 1993 after buying half of the company in 1991, saving it from financial trouble. The company was later sold to Oklahoma-based theme park operator Premier Parks under certain terms and conditions 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.

Turner Broadcasting System acquisition

On October 10, 1996, Time Warner acquired Turner Broadcasting System, which was established by Ted Turner in 1965. The deal resulted in the company gaining a multitude of cable channels, as well as two separate film companies, New Line Cinema and Castle Rock Entertainment. Time Warner was labelled as the world's largest media company following the acquisition of Turner Broadcasting System.

The deal also allowed Warner Bros. to regain 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 Warner Bros. is responsible for sales and distribution), while Turner gained access to Warner Bros.' post-1950 library, as well as other Warner Bros.-owned properties. The Turner deal also gave Time Warner access to Metro-Goldwyn-Mayer (MGM)'s pre-May 1986 library and the pre-1991 libraries of animation studios Hanna-Barbera and Ruby-Spears.

The deal was legally structured such that a new Time Warner Inc. corporate entity was formed that contained the "old" Time Warner Inc., which was renamed to Time Warner Companies, Inc.; as well as Turner Broadcasting System, Inc.

Formation

In January 2000, America Online (AOL) stated its intentions to purchase Time Warner for $183 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 merged with 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 anchor its stock price with more 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 (FTC) 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 (FCC), and had already been cleared by the European Commission (EC) on October 11, 2000.

AOL Time Warner was supposed to be a merger of equals with top executives from both sides. Gerald Levin, who had been chairman and CEO of Time Warner Entertainment, was CEO of the new company. AOL co-founder Steve Case was executive chairman of the board of directors, Robert W. Pittman (president and COO of AOL) and Dick Parsons (president of Time Warner) was 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 Entertainment would now take off at Internet speed, accelerated by AOL: "All you need to do is put a catalyst to [Time Warner Entertainment], 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.

Operations

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 AOL 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 Entertainment 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 of the 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, Cinemax, New Line Cinema, The WB, TNT, Turner Networks, Warner Bros., and Warner Music Group. 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 Pittman allies.

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.

In March 2003, AOL Time Warner regained full control of the film and television production assets from the Time Warner Entertainment Company, L.P. (TWEC) partnership. The Warner Bros. assets then were placed into the newly formed Warner Bros. Entertainment Inc. wholly-owned subsidiary, which had been formed on December 3, 2002. TWEC retained only Time Warner Cable.

Time Warner (2003–2018)

In June 2003, the company dropped the "AOL" from its name, and reverted itself to Time Warner, with its ticker on the New York Stock Exchange also being reverted to "TWX" from "AOL". The company also 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 2008, described the 2001 merger with AOL as 'the biggest mistake in corporate history' in 2010.

Divestments

In November 2003, Time Warner announced they would sell Warner Music Group, which hosted a variety of acts such as Madonna and Prince, to an investor group led by Edgar Bronfman Jr. and Thomas H. Lee Partners, in order to cut its debt down to US $20 billion. Time Warner then sold its books group to Lagardère in 2006.

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. In 2009, Time Warner spun out its Time Warner Cable division (which is now part of Charter Communications), and later AOL, as independent companies; AOL was later purchased by Verizon in 2015.

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.

Other operations

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 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' demand for cost-cutting measures at the studio, which he intended to dissolve into the Warner Bros. Entertainment subsidiary.

In the first quarter of 2010, Time Warner purchased additional interests in HBO Latin America Group for $217 million, which resulted in 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 television production company, for £100 million. Its distribution operation, Outright Distribution, was folded into Warner Bros. International Television Production. On August 26, 2010, Turner acquired Chilevisión. Turner already operated 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 (through Warner Bros. Television) 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.

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 would be completed in 2019.

In June 2014, Rupert Murdoch 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, Murdoch withdrew his offer to purchase Time Warner.

Acquisition by AT&T

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. 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 $85.4 billion. The merger would bring Time Warner's properties under the same umbrella as AT&T's telecommunication holdings, including satellite provider DirecTV. The deal 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 (FCC) chairman Ajit Pai refused to review the deal, leaving the review to the Department of Justice (DOJ). On March 15, 2017, the merger was approved by the European Commission (EC). On August 22, 2017, the merger was approved by the Mexican Comisión Federal de Competencia. On September 5, 2017, the merger was approved by the Chilean Fiscalía Nacional Económica.

In the wake of the U.S. presidency of Donald Trump, Time Warner's ownership of CNN was considered a potential source of scrutiny for the deal, as Trump had repeatedly criticized CNN for how it 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.