Jeff Bewkes doesn’t hide his amusement when asked whether Time Warner is a takeover target. Sitting at a large circular table in a conference room on the 11th floor of the Time Warner Center, the chairman/CEO ticks off the reasons why the company is well-positioned to keep thriving in its current configuration. He’s brought along a yellow legal pad with handwritten notes to ensure he doesn’t overlook any salient points.

Bewkes, 64, really doesn’t need any reminders. He’s the one who wrote the script for the new-model Time Warner. During his tenure as chief executive, it has been winnowed from the sprawl following the AOL merger 15 years ago to a three-pronged content company focused on TV, movies, and digital across HBO, Turner, and Warner Bros. Now, at a time of immense industry upheaval, Bewkes favors a strategy of holding steady with Time Warner’s formidable assets as they stand today. As talk swirls about potential merger options — Apple? CBS? — Bewkes steadfastly insists he likes the hand he’s playing.

Justin Metz for Variety

“After all the failures of Time Warner 10 years ago and 20 years ago [HBO, Turner, and Warner Bros.] finally have the experience and shared interest to help each other succeed,” Bewkes says. “We have the brands, we have the money, we have the distribution platform support, and we have the program supply. We have better access to movies and TV shows than any other company probably other than Disney. We can use our scale together, or not, and that balance is one of the biggest advantages of our company.”

But within entertainment circles, the conventional wisdom about Time Warner is different. There is strong sentiment that it is long past time for Bewkes to make a move to expand the company’s horizons. Disney and its decade-long buying spree of blue-chip brands (Pixar, Marvel, Lucasfilm) is the standard by which all entertainment content companies are judged.

At Time Warner, the recent emphasis on cost containment, stock buy-backs, delivering its promised double-digit earnings growth, and raising the dividend has signaled to some a lack of ambition. “They have been too timid,” says a former Time Warner investor. “It’s like [Jeff] has given up trying to build the company.”

Time Warner was, of course, deeply scarred by the economic devastation of its union with AOL in 2001. Bewkes gets credit even from his critics for helping the company recover from that mess. A year later he started his climb up the corporate ladder from HBO chief to chairman of Time Warner’s entertainment and networks group, and then to chief operating officer. He took the CEO reins from Richard Parsons in January 2008.

The company’s financial track record under Bewkes speaks for itself. Shareholder earnings grew at a compound rate of 17.3% from 2010 to 2015. In that same time frame, Time Warner returned some $29.1 billion to shareholders in the form of stock buy-backs and dividends.

“We have the brands, we have the money, we have the distribution platform support, and we have the program supply. We have better access to movies and TV shows than any other company probably other than Disney.”
Jeff Bewkes

However, some fault Bewkes for failing to use Time Warner’s strong balance sheet to take big swings — such as moving more aggressively into premium streaming video via HBO when Netflix was in its infancy, or combining with a broadcast network, or expanding Warner Bros. through acquisitions. (WB execs in recent years floated the idea of buying DreamWorks Animation and at least one major video game company, to no avail.)

Now, as the company’s core businesses fight industrywide headwinds, Time Warner is facing the perception that management is in caretaker mode until the right buyer comes along. The heightened attention to spending, even behind the velvet rope of HBO, has fueled speculation that the objective is to make the books look as good as possible for prospective suitors.

All of this sounds plausible — until you spend five minutes with Bewkes talking about Time Warner’s future. He does not sound like a CEO who is focused on his exit package. He’s engaged in the challenge of navigating the company through choppy waters as the industry sorts through disruption in the economic structures that have powered film and TV for decades.

“We’ve spent a long time getting our company down to a nimble, focused, must-have group of capabilities that we think is very well suited to all these evolutions,” says Bewkes. “First and foremost, in program development, we think we have the right people and processes in place to get breakthrough content made at HBO, Warner Bros., and Turner. And we think we have exactly what we need for optimal positioning in global distribution.”

Bewkes’ streamlining of Time Warner could make it an attractive takeover target for a well-heeled suitor seeking enviable assets at a time when industry observers believe consolidation among content companies is poised to accelerate. The notion of an Apple-Time Warner union was even briefly considered last year after the two companies worked closely together on the launch of the HBO Now broadband service. The what-if discussion came up in the context of Apple’s pursuit of its TV channel bundling and navigation guide initiatives, but it didn’t advance to the level of Bewkes or Apple CEO Tim Cook, sources say.

Still, Apple’s interest underscores that Time Warner is seen as a prime M&A target, in part because its operations have been so intensively streamlined. Within CBS Corp., speculation about what a Time Warner merger might look like has increased in the past year, given the natural fit of the broadcast network with Warner Bros. and Turner.

Just a month after Time Warner completed the last piece of Bewkes’ slim-down campaign (the 2014 spinoff of the Time Inc. magazine group), 21st Century Fox came knocking with its $80 billion buyout bid.

source: company reports, rbc capital markets, excludes intersegment eliminations in revenue + ebitda and excludes corporate costs in ebitda

Bewkes and his board barely broke a sweat batting down Rupert Murdoch’s overture as greatly undervaluing the company. Fox’s $85-per-share offer set a benchmark for Time Warner to demonstrate that it would be more valuable to shareholders to go it alone. Yet amid the broader market volatility, Time Warner shares haven’t closed above $80 since August.

Bewkes shakes his head with a knowing smile at the suggestion that the company has faced pressure from major shareholders to consider new options, such as a spinoff of HBO. That’s been a source of chatter in financial and media circles — but not from actual shareholders, Bewkes insists, and he meets with them regularly.

“There has been no formal approach, no demands, which is exactly what we expected,” he says.

Cool and unflappable, Bewkes says there’s no strategic piece missing from Time Warner, and he has no wish list of potential acquisitions.

He had some fun with the constant “What will Time Warner do next?” speculation on the company’s May 4 first-quarter earnings call. A snafu at the call-hosting service caused participants to hear a few seconds of a pre-recorded earnings call for Minnesota-based St. Jude Medical.

Bewkes was quick to joke as his investor relations chief, Michael Kopelman, started in with the usual earnings-call preamble about forward-looking statements. “Are you going to tell them about our big merger with St. Jude Medical?” Bewkes interrupted. “Catheters are up!”

Joking aside, industryites shouldn’t hold their breath for a mega-deal. More than anything else, the chief exec wants the company to execute on its content-focused strategy.

Those who know Bewkes well praise his decisiveness and incisiveness.

“He’s got really good brain power,” says Bob Miron, the former head of Advance/Newhouse Communications, and current non-executive chairman of Discovery Communications. Bewkes impressed Miron decades ago when they collaborated on a complicated deal involving ownership of the E! channel. Bewkes was then a mid-level executive in finance at HBO, but he was the one who sorted out thorny issues among various owners.

“He knows how to find a happy medium to reach a deal,” Miron says.

Wall Street respects Bewkes for his attention to earnings growth and return on invested capital. His deconstruction of AOL Time Warner has been good for business, and complex divestitures and spinoffs of Time Warner Cable and AOL (both in 2009) and Time Inc. (2014) required a lot of financial advisers. But in the end, those companies proved to be worth more as stand-alone entities than they were valued under the Time Warner umbrella. All of this contributes to Bewkes’ view that bigger doesn’t mean better. Even the talk of Time Warner joining Disney, Fox, and NBCUniversal as an equity partner in Hulu has been overstated, although his interest in being part of Hulu’s nascent channel bundle is not.

“We’ve been talking to them since the beginning of Hulu,” Bewkes says.

Bewkes’ vision for the leaner Time Warner will be tested in coming months as each of its units pursues business-transformation efforts. “With all the paranoia about cord-cutting, the company needs a new growth narrative,” says a Time Warner alum.

BIG INFLUENCE: Jeff Bewkes opened the 2014 Time 100 gala at Time Warner Center in New York.
Clint Spaulding/Patrick McMullan/Sipa USA

“Jeff in his heart believes it’s wrong to break it into pieces until all the other paths of internal growth are exhausted, or until someone comes along and offers a huge premium.”

Bewkes sees a bright future ahead for Turner thanks to the emergence of digital channel packages from Hulu, YouTube, and possibly Apple, as well as the early entrants of Dish Network’s Sling TV and Sony’s PlayStation Vue. The CEO wants Time Warner channels on all of those systems, so long as they’re willing to pay market rates.

The hope is that those alternative services will take root during the next few years while Turner is guaranteed rich rate-card fee increases from its traditional MVPDs, thanks to deals that were completed several years ago before the erosion of traditional pay-TV subscribers became noticeable.

In a skinny-bundle environment, it may have been wise for Time Warner to have nurtured a half-dozen dominant channels — HBO, CNN, TNT, TBS, Cartoon Network/Adult Swim, TCM — that demand to be in any smaller cable bundle, rather than developing tonnage à la Disney’s ESPN in sports or Viacom in MTV- and VH1-branded offshoots.

Alexia Quadrani, senior media analyst at JP Morgan, has confidence in Bewkes’ approach to the changing landscape. “Time Warner could get bigger, but it doesn’t need to,” she says. “They are not at the top of the list of media companies to be concerned about. I think they have more tailwinds than they have had in a while.”

But even the best-laid plans hit unexpected hurdles. HBO is undergoing a major executive transition on the West Coast, with programming president Michael Lombardo being replaced by Casey Bloys. Turner is just beginning a risky effort to refurbish its TNT and TBS motherships with an edgier brand of younger-skewing original series. And the sports rights, notably professional basketball and baseball games, which are crucial to keeping TNT and TBS must-haves in any bundle, are only growing more expensive.

Warner Bros. TV’s production business is formidable and growing in its international scope. But the prevailing trends in the U.S. of the largest networks producing more shows in-house will challenge the studio’s tried-and-true model of spending big on talent and producers to command the richest fees from networks. In this environment, the Warner Bros.-Turner relationship becomes more important.

The current Warner Bros. movie division continues to struggle with more flops than hits — a sharp contrast to the “We’re No. 1” swagger of earlier regimes. The studio’s first salvo in its enormous bet on the DC Comics vault to launch the next decade of franchise films, “Batman v Superman,” was widely considered a creative misstep despite its financial success.

Nothing is more central to Bewkes’ growth plan than embracing the widening world of video-on-demand and over-the-top distribution. That explains why Time Warner in February bought the Korean subscription VOD service DramaFever, which specializes in Korean TV shows and movies.

source: company reports, rbc capital markets, excludes intersegment eliminations in revenue + ebitda and excludes corporate costs in ebitda; *stock price adjusted for splits and dividends

At first, industry observers were scratching their heads over the acquisition. But the 7-year-old, New York-based company has grown into a decent little business, with service available in multiple languages in more than 20 countries. Even more attractive to Time Warner was its technology and the streaming-video know-how of DramaFever founders Seung Bak and Suk Park.

The DramaFever deal came about six months after Turner acquired a majority stake in an even larger streaming platform, Las Vegas-based iStreamPlanet. (Warner Bros. just this month set up the Warner Bros. Digital Networks division to house DramaFever, its digital ventures with Ellen DeGeneres and LeBron James, and its investment in Machinima.)

“We want to make sure we expand our capabilities for new, alternative distribution,” Bewkes says. That’s a measured way of saying that Time Warner wants the firepower to be able to go direct-to-consumer with its biggest networks if the need arises.

Bewkes sees the new virtual bundles as providing both a fresh source of revenue and a competitive spur for the old-guard MVPDs to improve their bundle offerings, from a pricing, technology, and marketing perspective. He and others believe that long-overdue innovation will help MVPDs preserve the traditional pay-TV ecosystem that remains the single-biggest driver of earnings for the largest media congloms.

Bewkes, like many of his media-CEO peers, is frustrated that the old-guard MVPDs were generally slow to respond to the changes in consumer viewing habits that allowed Netflix to storm onto the scene. He knew the appeal of on-demand viewing options because HBO blazed the trail back in 2001 with the launch of its cable-based HBO on Demand service.

In 2009, Bewkes and Comcast chief Brian Roberts sought to galvanize the industry around the concept of “TV Everywhere,” in which cable operators would offer subscribers streaming-video access to the channels for which they were already paying. Only Comcast really expanded its offerings in a significant way — through its Xfinity platform — which is a big reason Comcast boasts the industry’s leading subscriber-retention rates.

“They bungled it,” Bewkes says. “By and large, the incumbent distribution system was too slow to give the consumers what had already been invented. They had the programming; they could have offered it in an effective way to consumers who would have watched. Instead, [MVPDs] let consumers go to alternatives for the very same programming they already had, because consumers wanted it on VOD and with a great interface.”

Since April 2015, HBO Now, the $15- per-month streaming-only service, has been Time Warner’s canary in the OTT coal mine. It’s an effort to reach subscribers who don’t have traditional cable service or are put off by the high price of taking basic service plus the premium fee for HBO. For the first time in its nearly 45-year history, HBO can be purchased as a stand-alone channel. That’s a breakthrough that amounts to Time Warner leading the charge in offering consumers à la carte cable. (Showtime and Starz followed HBO’s lead within months.)

Bewkes and HBO chairman/CEO Richard Plepler have told Wall Street that HBO Now will be transformative. With just under 1 million subscribers to date, the streaming service’s growth trajectory is on target, Bewkes says (although he would not confirm that number). “It’s doing pretty much exactly what we wanted. It’s delivering the right sub numbers, the right viewing, and the right retention numbers.”

source: company reports, rbc capital markets estimates

HBO Now is also a cudgel that Time Warner is holding over the head of Big Cable to get operators to work harder to sell HBO to their subscriber bases. The premium network’s wholesale model incentivizes operators to sell subscriptions, giving them a slice of the monthly fee paid by every new subscriber.

But Time Warner is convinced that HBO has room to grow in homes with traditional cable service if only operators are more aggressive in marketing the service. Time Warner Cable, HBO’s former corporate sibling, is seen as the biggest offender. Bewkes points to the fact that HBO’s penetration within Comcast’s cable footprint is nearly twice as high as in TW Cable’s. (There’s hope that will improve now that Charter has swallowed up TW Cable.)

So Bewkes has a message for cable operators: “Last call.” As HBO ramps up its consumer marketing for HBO Now, cable operators have a final chance to step up the marketing of traditional HBO or partner on selling HBO Now — or stand back and watch the premium network sign up new subscribers in which MVPDs get no cut of the monthly $15 check.

“For the operator who has been sitting on his hands, we’re saying, ‘You’ve got two choices here: Either a house gets HBO Now, or gets it from you. If you don’t do it, we’re doing it.’” he says.

Bewkes believes the leverage is working. In the 18 months since HBO Now was unveiled, the channel overall has added 2.7 million subscribers, its biggest growth spurt in 30 years. And more of them came from traditional cable than from Now.

The HBO Now experience has reinforced Bewkes’ view that Time Warner’s focus on content production and distribution — particularly TV content — is the right one.

“There has never been more interest or vibrancy in television and the relationship that audiences have to it,” Bewkes says. “It really is the Golden Age.”

The exec is equally certain that now is not the time to court a deal with a Facebook or an Apple or a Verizon. Time Warner went the online-partner route once before, and it played like a disaster movie.

Standing in an empty row of seats at the Theater at Madison Square Garden after Turner’s nearly two-hour upfront presentation on May 18, Bewkes is gamely talking shop with a reporter. As workers sweep up confetti, strike the stage, and pack up heavy equipment all around him, Time Warner’s titan sticks around to articulate the central challenge that media giants face in this fraught moment of change.

TV programming is more plentiful, more beloved, and more “at your service” on multiple platforms, as he puts it, than ever before. That’s good news for Time Warner, because demand is only going up. But the economic fundamentals of how all that programming is paid for are very much in flux, leading to nervousness in the executive suites and bearishness on Wall Street.

In Bewkes’ view, all of this quaking and shaking will sort itself out. “Great content,” he says with characteristically patrician delivery, “will carry the day.”

But as seismic changes whirl around him, Bewkes will face plenty of challenges in his steering of the Time Warner ship. It begs the question about a Plan B. Is he biding his time until the right offer comes in? Is he hoping to outmaneuver his rivals? Is he in denial? For now, it’s a cliffhanger worthy of “Game of Thrones.”