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): March 21, 2005
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 240.13-4(c))
Item 8.01 Other Events.
Time Warner Inc. Announces Settlement with the Securities and Exchange
Commission
On March 21, 2005, Time Warner Inc. (the "Company") issued a press release
announcing that the Securities and Exchange Commission (the "SEC") has approved
the proposed settlement, which resolves the SEC's pending investigation of the
Company. The proposed settlement was first announced on December 15, 2004.
Under the settlement approved by the SEC, the Company agreed, without
admitting or denying any wrongdoing, to be enjoined from future violations of
certain provisions of the securities laws and to comply with a cease-and-desist
order issued by the SEC to America Online, Inc. in May 2000. In addition, as
previously disclosed, the settlement requires the Company to pay a civil penalty
of $300 million, adjust its historical accounting for certain transactions
involving advertising revenues that were recognized during 2000, 2001 and 2002,
adjust its historical accounting for its investment in and consolidation of AOL
Europe S.A., and agree to the appointment of an independent examiner who will
review whether the Company's historical accounting for certain other
transactions with 17 counterparties identified by the SEC staff was in
conformity with U.S. generally accepted accounting principles. In connection
with the settlement, the Company's financial results for each of the years ended
December 31, 2000 through December 31, 2003 have been restated to adjust the
accounting, and the Annual Report on Form 10-K for the year ended December 31,
2004 that the Company filed with the SEC on March 11, 2005 reflects such
restatements. Depending on the independent examiner's conclusions, a further
restatement might be necessary.
The Company's chief financial officer, controller and deputy controller
have also reached settlements approved by the SEC. These settlements relate to
the Company's accounting for certain transactions with Bertelsmann, A.G. Under
these settlements, the three officers agree, without admitting or denying the
SEC's allegations, to the entry of an administrative order that they cease and
desist from any future violations of certain reporting provisions of the
securities laws. The agreements do not require any suspension, bar or penalties
to be imposed on these individuals, who will continue to work for the Company in
their current capacities.
A copy of the press release is furnished with this Report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
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99.1 Press release, dated March 21, 2005, issued by Time Warner Inc.
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: March 22, 2005
EXHIBIT INDEX
Exhibit Description
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99.1 Press release, dated March 21, 2005, issued by Time Warner Inc.