UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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): ~~November~~January 2631, ~~2017~~2018

TIME INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-36218

13-3486363

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

225 Liberty Street

New York, NY 10281

(Address of Principal Executive Offices) (Zip Code)

(212) 522-1212

(Registrant’s telephone number, including area code)

Not Applicable

(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 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory 1Note.~~01.~~ ~~Entry into a Material Definitive Agreement.~~

OnAs previously disclosed in the Current Report on Form 8-K filed on November 2627, 2017, with the Securities and Exchange Commission (the “SEC”) by Time Inc., a Delaware corporation (the “Company”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) on November 26, 2017 with Meredith Corporation, an Iowa corporation (“Parent”), and Gotham Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), providing for the merger of Purchaser with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). Pursuant to the Merger Agreement, on December 12, 2017, Purchaser commenced a tender offer to acquire any and all issued and outstanding shares of common stock of the Company (the “Shares”) for $18.50 in cash, without interest (the “Offer Consideration”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 12, 2017 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”), filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Tender Offer statement on Schedule TO (as amended or supplemented from time to time) filed by Parent and Purchaser with the SEC on December 12, 2017.

~~Pursuant~~Item to the Merger Agreement, and subject to the terms and conditions thereof, Parent has agreed to cause Purchaser to commence a tender offer (the “Offer”) for any and all issued and outstanding shares of common stock of the Company (the “Company Common Stock”)1. ~~In the Offer, and subject to the terms and conditions set forth in the Merger Agreement, each share of Company Common Stock accepted by Purchaser will be exchanged for the right to receive $18~~02.50 inTermination ~~cash, without interest (the “Offer Consideration”). The Offer will be scheduled to expire on the 20th business day following the commencement~~ of ~~the~~a ~~Offer~~Material ~~unless~~Definitive ~~extended in accordance with the terms of the Merger~~ Agreement ~~and applicable law~~.

AsOn ~~soon as~~January 31, ~~practicable~~2018, ~~following~~in connection ~~the~~with ~~consummation of~~ the ~~Offer~~Merger, ~~and~~that ~~subject to the satisfaction or waiver of~~ certain ~~conditions~~Credit ~~set forth in the Merger~~ Agreement, ~~Purchaser~~dated ~~will~~April 24, ~~merge~~2014, ~~with~~by and ~~into~~among the Company, (the ~~“Merger”)~~subsidiary ~~pursuant~~guarantors toparty ~~the provisions~~thereto, ~~of Section 251(h) of~~ the ~~Delaware~~lenders ~~General~~party ~~Corporation~~thereto ~~Law~~and ~~(the “DGCL”)~~Citibank, ~~with~~N.A. noas ~~stockholder~~administrative ~~vote~~agent ~~required~~(as toamended ~~consummate~~by ~~the Merger~~Amendment No. 1, ~~and~~dated ~~the Company will survive~~ as aof ~~wholly~~October 11, ~~owned~~2017) ~~subsidiary~~was ~~of Parent~~terminated. ~~Pursuant~~Also toon ~~the Merger Agreement~~January 31, ~~and subject to the terms and conditions thereof~~2018, atin ~~the~~connection ~~effective~~with ~~time of~~ the Merger, byeach ~~virtue~~ of the ~~Merger~~Indenture, ~~each~~dated ~~share~~as of ~~Company Common Stock (other than (i)~~October ~~shares of Company Common Stock that are owned~~11, ~~directly or indirectly~~2017, by ~~Parent,~~and among the Company ~~(including shares held as treasury stock or otherwise) or Purchaser~~, ~~(ii) shares of Company Common Stock held by a holder who has not tendered in~~ the ~~Offer~~subsidiary ~~and~~guarantors ~~has~~party ~~properly exercised appraisal rights~~thereto inand ~~respect~~Citibank, ofN.A., ~~such~~as ~~shares~~trustee, inand ~~accordance~~the ~~with~~Indenture, ~~Section 262~~dated ~~of the DGCL~~April 29, or2014 (~~iii~~as supplemented) ~~shares~~, ofamong the Company, ~~Common~~the ~~Stock~~guarantors ~~purchased~~from intime ~~the~~to ~~Offer)~~time ~~will~~party bethereto ~~automatically~~and ~~converted~~Wells ~~into~~Fargo ~~the~~Bank, ~~right~~National toAssociation, ~~receive~~as ~~the~~trustee, ~~Offer~~was ~~Consideration~~satisfied ~~(the “Merger~~and ~~Consideration”)~~discharged.

~~Pursuant~~Item to2.01. ~~the~~Completion ~~Merger Agreement, at the effective time~~ of ~~the~~Acquisition ~~Merger,~~or ~~equity~~Disposition ~~awards outstanding under the Company’s equity incentive plans immediately prior to the effective time~~ of ~~the Merger will be treated as follows:~~ Assets.

The disclosures under the Introductory Note and Item 3.01 are each incorporated herein by reference. The Offer and all withdrawal rights thereunder expired at one minute after 11:59 p.m. (aEastern Time) ~~Each~~on ~~vested~~January 30, ~~option~~2018. toThe ~~purchase~~Offer was not extended. Computershare Trust Company, ~~Common~~N.A., ~~Stock~~the ~~(including~~depositary ~~any~~for ~~such~~the ~~options~~Offer, has advised that, ~~vest~~as inof ~~connection~~the ~~with~~expiration of the ~~Merger~~Offer, a total of 66,251,255 Shares (not including 1,995,909 Shares tendered by notice of guaranteed delivery for which Shares have not yet been delivered) have ~~will~~been bevalidly ~~canceled~~tendered and ~~converted~~not ~~into~~properly ~~the~~withdrawn ~~right~~pursuant to ~~receive~~ the ~~Merger~~Offer, ~~Consideration~~representing inapproximately ~~respect~~65.87% of ~~each~~the ~~net~~outstanding ~~share (i~~Shares.~~e.,~~ ~~the~~The number of ~~shares~~Shares ~~issuable~~validly iftendered ~~each~~and ~~such~~not ~~vested~~validly ~~option~~withdrawn ~~were~~pursuant ~~net~~to ~~settled~~the ~~for~~Offer ~~the~~(excluding ~~number~~Shares tendered ofby ~~shares~~notice ~~determined~~of ~~based~~guaranteed ondelivery) satisfied the ~~excess~~Minimum ofCondition (as defined in the Merger ~~Consideration~~Agreement). ~~over~~All conditions to the ~~per~~Offer ~~share~~having ~~exercise~~been ~~price~~satisfied, Purchaser has accepted for ~~each~~payment ~~share~~all ~~subject~~Shares that were validly tendered and not validly withdrawn prior to the ~~option)~~expiration of the Offer.

~~(b)~~Following ~~Each~~consummation ~~unvested~~of ~~option~~the toOffer, ~~purchase~~the ~~Company~~remaining ~~Common~~conditions ~~Stock~~set ~~will~~forth bein ~~assumed~~the Merger ~~and~~Agreement ~~converted automatically into an option~~ to ~~purchase~~the ~~shares~~Merger ofwere ~~Parent~~satisfied. ~~common~~On ~~stock~~January 31, ~~with~~2018, ~~the~~Parent ~~number~~completed ofits ~~shares~~acquisition ~~and the per share exercise price~~ of the ~~option~~Company ~~adjusted~~by ~~pursuant~~consummating ~~to a formula set forth in~~ the Merger ~~Agreement~~, ~~and~~without ~~will~~a ~~otherwise~~meeting beof ~~subject~~stockholders toof the ~~same~~Company, ~~terms~~in ~~and~~accordance ~~conditions~~with ~~applicable~~Section 251(h) toof the General ~~unvested~~Corporation ~~option~~Law ~~under~~of the ~~applicable~~State ~~Company~~of ~~equity~~Delaware ~~incentive plan and award agreement, including vesting~~(“DGCL”).

At the effective time of the Merger (cthe “Effective Time”), ~~Each~~and ~~vested~~pursuant ~~Company~~to ~~restricted~~the ~~stock~~terms ~~unit~~and ~~(including~~conditions ~~any~~of ~~such~~the ~~restricted~~Merger ~~stock~~Agreement, ~~units~~each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares that ~~vest~~were inowned, ~~connection~~directly ~~with~~or indirectly, by Parent, the ~~Merger~~Company (including shares held as treasury stock or otherwise) ~~will~~or bePurchaser, ~~canceled~~(ii) Shares inheld ~~exchange~~by ~~for~~a holder who had not tendered in the ~~Merger~~Offer ~~Consideration~~and has properly exercised appraisal rights in respect of ~~each~~such ~~share~~shares in accordance with Section 262 of ~~Company~~the DGCL, ~~Common~~and ~~Stock~~(iii) Shares ~~subject~~purchased toin ~~such~~the ~~vested~~Offer) ~~restricted~~was ~~stock~~canceled ~~unit~~and automatically converted into the right to receive the Offer Consideration.

The foregoing description of the Offer, the Merger and the Merger Agreement and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 27, 2017 and which is incorporated herein by reference.

~~(d)~~Item ~~Each~~3.01. ~~unvested~~Notice ~~Company~~of ~~restricted~~Delisting ~~stock~~or ~~unit~~Failure ~~will~~to beSatisfy ~~assumed and converted automatically into~~ a ~~restricted~~Continued ~~stock~~Listing ~~unit~~Rule ~~with~~or ~~respect~~Standard; toTransfer ~~a number~~ of shares of Parent common stock determined pursuant to a formula set forth in the Merger Agreement, and will otherwise be subject to the same terms and conditions applicable to such unvested restricted stock unit under the applicable Company equity incentive plan and award agreement, including vestingListing.

On January 31, 2018, the Company (ea) notified ~~Each~~the ~~award~~New ofYork ~~performance~~Stock ~~stock~~Exchange ~~units~~(the “NYSE”) of the ~~Company~~consummation ~~granted~~of ~~under~~ the Merger ~~Company’s~~and ~~long-term~~(b) requested ~~outperformance~~that ~~incentive~~the ~~program~~NYSE (~~the~~i) suspend ~~“Company~~trading ~~OPP~~of ~~PSUs”)~~the ~~will~~Shares beeffective ~~deemed~~January 31, ~~earned~~2018, ~~based~~and on(ii) filed with the ~~Offer~~SEC ~~Consideration~~a ~~and~~Form ~~will~~25 beNotification ~~fully~~of ~~vested~~Removal from Listing and/or ~~canceled~~Registration into ~~exchange~~delist ~~for~~and deregister the Shares ~~Merger~~under ~~Consideration~~Section 12(b) inof ~~respect~~the ofSecurities ~~each~~Exchange ~~share~~Act of ~~Company~~1934, ~~Common~~as ~~Stock~~amended ~~subject~~(the to“Exchange ~~the~~Act”). ~~vested~~The Company ~~OPP~~intends ~~PSU~~to ~~Each~~file ~~Company~~a ~~OPP~~certification ~~PSU~~on ~~that~~Form ~~remains~~15 ~~unearned~~with ~~based~~the onSEC requesting the ~~Offer~~deregistration ~~Consideration~~of ~~will~~the beShares ~~canceled~~and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~(f)~~Item ~~Each~~3.03. ~~vested~~Material ~~Company~~Modification ~~performance~~to ~~stock~~Rights ~~unit (including any such performance stock units that vest in connection with the Merger), other than the Company OPP PSUs, will be canceled in exchange for the Merger Consideration in respect~~ of ~~each~~Security ~~share of Company Common Stock subject to such vested performance stock unit~~Holders.

~~(g)~~The ~~Each~~information unvested Company performance stock unit will be assumed and converted automatically into a performance stock unit with respect to a number of shares of Parent common stock determined pursuant to a formula set forth in the Introductory ~~Merger Agreement~~Note, ~~and~~Item ~~will~~2.01 ~~otherwise be subject to the same terms~~ and ~~conditions~~Item ~~applicable~~3.01 toof ~~such~~this ~~unvested~~Current ~~performance~~Report ~~stock~~on ~~unit~~Form ~~under~~8-K ~~the~~is ~~applicable~~incorporated ~~Company~~herein ~~equity~~by ~~incentive plan and award agreement, including vesting~~reference.

~~(h)~~Item ~~Each~~5.01. ~~Company~~Changes ~~deferred stock unit will be canceled~~ in ~~exchange~~Control ~~for the Merger Consideration in respect~~ of ~~each share of Company Common Stock subject to such deferred stock unit~~Registrant.

~~The~~As ~~obligation~~a result of ~~Parent and~~ Purchaser’s toacceptance ~~consummate~~for payment ~~the Offer is subject to the satisfaction or waiver~~ of ~~customary~~all ~~closing~~Shares ~~conditions set forth in the Merger Agreement, including (i)~~ that ~~the~~were ~~number of shares of Company Common Stock~~ validly tendered ~~in accordance with the terms of the Offer~~ and not validly withdrawn, ~~together~~prior ~~with~~to ~~any~~the ~~shares~~expiration of ~~Company~~the ~~Common~~Offer ~~Stock owned by Parent~~ and ~~Purchaser~~the orconsummation ~~any~~ of ~~their subsidiaries at~~ the ~~time~~Merger ofpursuant ~~the~~to ~~expiration~~Section 251(h) of the ~~Offer~~DGCL, ~~must~~a ~~equal~~change atin ~~least~~control ~~a majority~~ of the ~~outstanding shares of~~ Company ~~Common~~occurred ~~Stock,~~and ~~(ii)~~ the Company ~~absence~~is ofnow ~~certain~~a ~~legal~~wholly ~~impediments~~owned ~~and (iii) the~~subsidiary ~~expiration or termination~~ of ~~any~~Parent. ~~applicable~~The ~~waiting~~information ~~period~~set ~~(and~~forth ~~extension~~in ~~thereof) under~~ the ~~Hart-Scott-Rodino~~Introductory ~~(HSR)~~Note, ~~Antitrust~~Item ~~Improvements~~1.02, ~~Act~~Item ~~of 1976~~2.01 ~~The~~and ~~transaction~~Item ~~is not subject to any financing condition~~3.01 ~~Parent~~of ~~intends to~~this ~~fund~~Current ~~the~~Report ~~transaction with a combination of cash~~ on ~~hand~~Form ~~and~~8-K ~~committed~~is ~~debt~~incorporated ~~and~~herein ~~equity financings~~by reference.

~~Each~~Item of the Company, Parent and Purchaser has made customary representations and warranties and covenants in the Merger Agreement, including covenants to use their respective reasonable best efforts to effect the transaction, including securing required regulatory approvals5.02. ~~In addition,~~Departure ~~the~~of ~~Company~~Directors ~~has~~or ~~agreed~~Certain toOfficers; ~~other~~Election ~~customary~~of ~~covenants,~~Directors; ~~including,~~Appointment ~~among others, covenants to conduct its business in the ordinary course during the interim period between the execution~~ of ~~the~~Certain ~~Merger~~Officers; ~~Agreement~~Compensatory ~~and~~Arrangements ~~the closing~~ of ~~the~~Certain Merger, and not to solicit alternative transactions or, subject to certain exceptions, not to enter into discussions concerning, or provide confidential information in connection with, an alternative transactionOfficers.

3In connection with the consummation of the Merger, as contemplated by the Merger Agreement, Rich Battista, David A. Bell, John M. Fahey, Manuel A. Fernandez, Dennis J. FitzSimons, Betsy D. Holden, Kay Koplovitz, Ronald S. Rolfe, Daniel L. Rosensweig, Katie J. Stanton and Michael P. Zeisser, are no longer members of the board of directors of the Company, effective as of the Effective Time.

~~The~~At ~~Merger Agreement contains termination rights for each of~~ the ~~Company~~Effective ~~and Parent~~Time, ~~including, among~~Joseph ~~others~~Ceryanec, ifwho ~~the~~was ~~acceptance time for~~ the ~~Offer~~sole ~~does~~member ~~not occur on or before May 26, 2018, subject to extension for an additional three-month period in certain circumstances (the “End Date”). Upon termination~~ of the Merger Agreement under specified circumstances, including (i) a termination by the Company to enter into an agreement for an alternative transaction, or (ii) termination by Parent following a change of recommendation by the board of directors of ~~the Company~~Purchaser, ~~the~~became ~~Company would be required to pay Parent a termination fee of $65 million (“Company Termination Fee”). Under certain additional circumstances described in~~ the ~~Merger~~new ~~Agreement,~~sole ~~the Company must also~~member pay Parent the Company Termination Fee if (x) the Merger Agreement is terminated on the End Date or due to a breach by the Company that caused a condition to the Offer not to be satisfied, (y) a competing acquisition proposal has previously been publicly announced at the time of ~~such termination, and (z) within 12 months following such termination,~~ the ~~Company~~board ~~enters into an agreement for an alternative change~~ of ~~control~~directors ~~transaction (which fee is payable upon consummation~~ of anthe ~~alternative transaction)~~Company.

~~The~~Additionally, ~~foregoing~~following ~~description of~~ the ~~Merger~~Effective ~~Agreement~~Time, ~~and~~Richard ~~the~~Battista, ~~transactions~~Susana ~~contemplated~~D’Emic, ~~thereby~~Leslie Dukker ~~does~~Doty, ~~not~~Brad ~~purport~~Elders, toGregory beGiangrande, ~~complete~~Lauren ~~and~~Ezrol isKlein, ~~subject~~Erik toMoreno, Alan Murray and ~~qualified~~Jennifer inWong ~~its~~were ~~entirety~~removed as officers of the Company by, the ~~full~~board ~~text~~of directors of the ~~Merger~~Company. ~~Agreement,~~Immediately ~~which~~following issuch ~~attached~~removal, ~~hereto~~Joseph Ceryanec was appointed as ~~Exhibit 2.1~~President and ~~incorporated~~Chief ~~herein~~Executive byOfficer ~~reference~~of the Company.

~~The~~Information ~~Merger Agreement has been included to provide investors and security holders with information regarding the terms of the Merger. It is not intended to provide any other factual information~~ about ~~the Company~~Mr. Ceryanec ~~The~~was ~~representations,~~previously ~~warranties,~~disclosed ~~covenants and agreements contained~~ in the ~~Merger~~Offer ~~Agreement, which were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties~~ to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between ~~the~~Purchase ~~parties to the Merger Agreement instead of establishing these matters as facts)~~ and ~~may~~is beincorporated ~~subject~~herein toby ~~standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders~~reference. Investors and security holders should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent or Purchaser or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 75.0103. ~~Regulation~~Amendment FDto ~~Disclosure~~Articles of Incorporation or Bylaws; Change in Fiscal Year.

OnPursuant ~~November 26,~~to the ~~2017~~terms of the Merger Agreement, the certificate of incorporation and bylaws of the Company ~~issued~~were aamended ~~press~~and ~~release~~restated ~~announcing~~in ~~entry~~their ~~into~~entirety, effective as of the ~~Merger~~Effective ~~Agreement~~Time. The full text of the ~~press~~Company’s ~~release~~amended isand restated certificate of ~~attached~~incorporation ~~hereto~~and amended and restated bylaws are filed as ~~Exhibit 99~~Exhibits 3.1 and ~~incorporated~~3.2, inrespectively, ~~its~~to ~~entirety~~this ~~herein~~Current Report on Form 8-K and are incorporated by reference herein.

~~The information under this~~ Item 7 9.01 ~~of this Current Report on Form 8-K, including Exhibit 99~~.1, isFinancial ~~being~~Statements ~~furnished under Item 7.01~~ and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act on 1934, as amended (the “Exchange Act”), or otherwise subject to liability of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filingExhibits.

4(d) Exhibits.

Important Additional Information and Where to Find It


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of November 26, 2017, by and among TimeInc., Meredith Corporation and Gotham Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Time Inc. on November 27, 2017).

3.1		Amended and Restated Certificate of Incorporation of Time Inc.

3.2		Amended and Restated Bylaws of Time Inc.

~~Notice~~EXHIBIT toINDEX ~~Investors~~

This current report on Form 8-K does not constitute an offer to purchase or a solicitation of an offer to sell securities of the Company. The tender offer for the outstanding shares of the Company’s common stock described in this current report on Form 8-K has not yet commenced. At the time the planned tender offer is commenced, Parent and Purchaser will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (“SEC”) and the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. Those materials will be made available to the Company’s security holders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www.sec.gov.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of November 26, 2017, by and among Time Inc., Meredith Corporation and Gotham Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Time Inc. on November 27, 2017).

3.1		Amended and Restated Certificate of Incorporation of Time Inc.

3.2		Amended and Restated Bylaws of Time Inc.

~~Forward-Looking~~SIGNATURE ~~Statements~~

~~This~~Pursuant ~~Current Report on Form 8-K contains forward-looking statements. These statements are based on management’s current expectations or beliefs, and are subject~~ to ~~uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by~~ the ~~statements~~requirements ~~herein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation~~ of the ~~Company’s businesses. More detailed information about these factors may be found in filings by the Company with the~~ Securities ~~and~~ Exchange ~~Commission,~~Act ~~including~~of ~~its~~1934, ~~most recent~~the ~~Annual~~registrant ~~Report~~has onduly ~~Form~~caused ~~10-K~~this ~~and~~report ~~subsequent~~to ~~Quarterly~~be ~~Reports~~signed on ~~Form 10-Q. The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter~~ its ~~forward-looking~~behalf ~~statements, whether as a result of new~~by ~~information,~~the ~~future~~undersigned ~~events,~~hereunto orduly ~~otherwise~~authorized.

~~Item~~TIME 9INC.01 ~~Financial~~(Registrant) ~~Statements~~By: ~~and~~/s/ ~~Exhibits~~Joseph H. Ceryanec Joseph H. Ceryanec President

~~(d)~~Date: January 31, ~~Exhibits~~2018

Exhibit Number		Exhibit
2.1		Agreement and Plan of Merger, dated as of November 26, 2017, by and among Time Inc., Meredith Corporation and Gotham Merger Sub, Inc. Schedules and exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.
99.1		Press release issued by Time Inc. on November 26, 2017.

EXHIBIT INDEX

Exhibit Number		Exhibit
2.1		Agreement and Plan of Merger, dated as of November 26, 2017, by and among Time Inc., Meredith Corporation and Gotham Merger Sub, Inc. Schedules and exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.
99.1		Press release issued by Time Inc. on November 26, 2017.

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 INC. (Registrant) By: /s/ Susana D’Emic Susana D’Emic Executive Vice President and Chief Financial Officer

Date: November 27, 2017

Filing Compare · Time Inc.