Orange County NC Website
<br />~~~ TIME WARNER <br />CABLE <br />June 12, 2008 <br />Ms. Laura Blackmon <br />County Manager <br />Orange County <br />P.O. Box 8181 <br />200 South Cameron Street <br />Hillsborough, NC 27278 <br />Dear Ms. Blackmon: <br />As you may know, Time Warner Cable Inc. ("Time Warner Cable") is the managing <br />parent of the Franchisee providing cable television service in your community. Time Warner <br />Cable is apublicly-traded corporation, with approximately 84% of its common stock currently <br />indirectly held by Time Warner Inc. ("TWX"), itself apublicly-traded corporation, with the <br />remainder widely held by public shareholders. <br />On May 21, 2008, TWX and Time Warner Cable announced a plan to effect a complete <br />separation of Time Warner Cable from TWX (the "Spin-Off'). The end result of the Spin-Off <br />will be the divestiture by TWX of its entire ownership in Time Warner Cable either through (i) <br />an exchange offer whereby TWX stockholders may exchange some or all of their shares of TWX <br />common stock for shares of Time Warner Cable common stock or (ii) a dividend by TWX to its <br />stockholders of the shares of Time Warner Cable common stock held by TWX, or some <br />combination of these mechanisms. Upon completion of the Spin-Ofd', which we hope to occur <br />before the end of this year, 100% of the common stock of Time Warner Cable will be publicly <br />traded. <br />The Spin-Off will not affect the ownership interests held by Time Warner Cable in the <br />Franchisee or any of its other direct or indirect subsidiaries or affiliates, and Time Warner Cable <br />will retain management authority over the Franchisee in your community. The Spin-Off will not <br />result in the assignment or transfer of any of the Franchisee's assets, including the franchise. <br />Moreover, ultimate control of Time Warner Cable will rest with the same public shareholders <br />both immediately before and after completion of the Spin-Off. <br />Based on all of the circumstances, we do not believe that the Spin-Off requires your <br />approval. Nevertheless, if you would like to grant approval, we would appreciate the <br />consideration and prompt adoption of the accompanying Resolution. We are also enclosing the <br />required number of copies of FCC Form 394, which contains the information regarding the Spin- <br />Offand Time Warner Cable, along with contact information if you should have additional <br />questions. <br />