July 10, The following responds to the from the DCCA dated June 26, 2012:
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- Janice Armstrong
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1 July 10, 2012 The following responds to the from the DCCA dated June 26, 2012: 1. TWE will be assigning its Hawaii cable franchises and all related assets serving or related to its Hawaii franchises to Oceanic Time Warner Cable LLC (OTWC). Other than the transfer of the Hawaii cable franchises and related assets, will TWE be assigning other assets to OTWC? Will TWE be assigning or transferring related assets to any other entity? Only TWE's Hawaii cable franchises and assets relating primarily to its cable operations in Hawaii will be transferred to OTWC. TWE will not be assigning other assets to OTWC, and no assets primarily related to TWE's Hawaii cable operations will be assigned or transferred to any other entity. 2. Will the transaction change in any way the financial resources of TWE that are assigned to OTWC? No, the transaction will not change in any way the manner in which Time Warner Cable's financial resources are assigned to OTWC. 3. Will OTWC's local management and staff remain the same as TWE s and continue to manage the day-to-day management and operation of the Hawaii cable television franchises? OTWC s local management and staff will not change as a result of the internal franchise transfer and they will manage the day-to-day operations of the Hawaii cable systems. 4. Please confirm that there will be no impact on services to subscribers and on business policies and practices. The internal franchise transfer will have no impact on services to subscribers, on business policies or on business practices.
2 5. Please identify the entities that will have intermediate and ultimate control over OTWC. Please also indicate if this control structure is different than the control structure that currently exists for TWE. The post-closing control structure over OTWC will be no different than the control structure that currently exists for TWE. Ultimate control over OTWC will continue to reside with Time Warner Cable Inc. ("TWC Inc."). TWC Inc. presently is the ultimate parent entity of each of (1) TWE, (2) the present TWC Inc. entities that directly and indirectly own and control TWE, (3) Time Warner Cable Enterprises LLC ("TWCE"), the entity into which TWE will be merged and which will be the sole member of OTWC after closing, and (4) OTWC. After closing, immediate control over OTWC will be held by TWCE, the sole member of OTWC. TWCE will have two members: TWC Inc. will hold a 36.64% ownership interest in TWCE and Time Warner NY Cable LLC ("TWNYC") will hold a 63.36% ownership interest in TWCE. TWNYC presently holds a direct 3.75% limited partner interest in TWE and an indirect 51.55% general partner interest in TWE. After closing, TWNYC will hold a direct 63.36% ownership interest in TWCE. TWC Inc. indirectly now owns of TWNYC and after closing will retain indirect ownership and control over TWNYC as well as TWCE and OTWC. Please see attached Exhibits 5A and 5B. 6. Please confirm that the internal restructuring will not change, in any way, the commitment to keeping pace with changing technology and that OTWC will work to incorporate new technological developments into its cable systems. The internal franchise transfer will not change, in any way Time Warner Cable s commitment to keep pace with changing technology or to work to incorporate new technological developments into its cable systems. 7. Please confirm that the transaction does not change in any way the structure of PEG Access or resources committed to PEG Access. The internal franchise transfer will not change in any way the structure of PEG Access or the resources committed to PEG Access. 2
3 8. Please confirm that the transaction does not change in any way OTWC's ability to comply with the terms and conditions of all the Hawaii cable franchises. The internal franchise transfer will not change in any way Time Warner Cable s ability to comply with the terms and conditions of the Hawaii franchises. 9. Please confirm that the transaction does not change any anticipated construction projects for the Hawaii cable systems. The internal franchise transfer will not change any anticipated construction projects for the Hawaii cable systems. 10. Please confirm that the transaction does not change in any way the channel capacity and system design of the Hawaii cable systems. The internal franchises transfer will not result in a change in any way in the channel capacity and system design of the Hawaii cable systems. 11. Please confirm that the transaction does not change customer service practices and rates for services. The internal franchise transfer will not result in changes in customer service practices or rates for services. 12. It is our understanding that OTWC will not be paying any funds or revenues, or transferring assets, benefits, interests to TWE or any other entity, in exchange for the assignment of the Hawaii cable franchises. Will parent companies/entities be transferring funds, assets, resources to another company/entity to finance the assignment? Your understanding is correct. OTWC will not be paying any funds or revenues, or transferring assets, benefits, interests to TWE or any other entity, in exchange for the assignment of the Hawaii cable franchises. Furthermore, no parent company or other Time Warner Cable entity will be transferring funds, assets, or resources to another company/entity to finance the assignment of the Hawaii cable franchises to OTWC. 3
4 EXHIBIT 5A CURRENT OWNERSHIP STRUCTURE OF TIME WARNER CABLE HAWAII CABLE OPERATIONS Time Warner Cable Inc. Time Warner Cable LLC TW NY Cable Holding Inc. Time Warner Cable Enterprises LLC Time Warner NY Cable LLC 42.51% GP 2.19% LP 3.75% LP TWE GP Holdings LLC 51.55% GP Time Warner Entertainment Company, L.P. Hawaii Cable Operations 4
5 EXHIBIT 5B POST-CLOSING OWNERSHIP STRUCTURE OF OCEANIC TIME WARNER CABLE LLC Time Warner Cable Inc. TW NY Cable Holding Inc % Time Warner NY Cable LLC 63.36% Time Warner Cable Enterprises LLC Oceanic Time Warner Cable LLC Hawaii Cable Operations 5
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