Bond WarnerMedia 7.625% ( US00184AAC99 ) in USD

WarnerMedia

100 % ▼

United States

US00184AAC99 ( in USD )

7.625% per year ( payment 2 times a year)

15/04/2031

Prospectus brochure of the bond Warner Media US00184AAC99 en USD 7.625%, maturity 15/04/2031

1 000 USD

2 000 000 000 USD

00184AAC9

BBB- ( Lower medium grade - Investment-grade )

N/A

15/10/2025 ( In 89 days )

Warner Bros. Discovery, formerly known as WarnerMedia, is a global media and entertainment company encompassing film, television, streaming, and gaming assets.

The Bond issued by WarnerMedia ( United States ) , in USD, with the ISIN code US00184AAC99, pays a coupon of 7.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/04/2031
The Bond issued by WarnerMedia ( United States ) , in USD, with the ISIN code US00184AAC99, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AOL TIME WARNER ET AL
<TEXT>
<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration Statement 333-54518
PROSPECTUS SUPPLEMENT [AOL Time Warner Logo]
(To Prospectus Dated February 26, 2001)
$4,000,000,000
AOL Time Warner Inc.
$1,000,000,000 6.125% Notes due 2006
$1,000,000,000 6.750% Notes due 2011
$2,000,000,000 7.625% Debentures due 2031
Unconditionally Guaranteed by
America Online, Inc.
and
Time Warner Inc.
--------------
The 6.125% notes will mature on April 15, 2006, the 6.750% notes will mature
on April 15, 2011 and the 7.625% debentures will mature on April 15, 2031.
Interest on the securities is payable semiannually on April 15 and October 15,
beginning October 15, 2001. The securities are fully, irrevocably and
unconditionally guaranteed on an unsecured basis by each of America Online, Inc.
and Time Warner Inc. Time Warner Companies, Inc. and Turner Broadcasting System,
Inc. have fully, irrevocably and unconditionally guaranteed on an unsecured
basis Time Warner Inc.'s guarantee of the securities. See the section entitled
'Description of the Notes and the Debentures -- Guarantees' on page S-11. Each
of AOL Time Warner Inc., Time Warner Inc., Time Warner Companies, Inc. and
Turner Broadcasting System, Inc. is a holding company that derives its operating
income and its cash flow primarily from its subsidiaries and investments. See
the section entitled 'Description of the Notes and the Debentures -- Ranking' on
page S-12.
We may redeem some or all of the securities at any time. We describe the
redemption prices under the headings 'Description of the Notes and the
Debentures -- Optional Redemption' beginning on page S-12.
The securities will be unsecured senior obligations of AOL Time Warner Inc.
and will rank equally with all our other unsecured senior indebtedness. Each
guarantee will be a senior obligation of each of America Online, Inc., Time
Warner Inc., Time Warner Companies, Inc. and Turner Broadcasting System, Inc.,
respectively, and will rank equally with all other unsecured senior indebtedness
of each guarantor, respectively.
The securities are offered for sale in the United States, Europe and Asia. We
have applied to have the securities listed on the Luxembourg Stock Exchange in
accordance with its rules.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT OR THE RELATED PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------
<TABLE>
<CAPTION>
PER 6.125% PER 6.750% PER 7.625% COMBINED
NOTE DUE 2006 TOTAL NOTE DUE 2011 TOTAL DEBENTURE DUE 2031 TOTAL TOTAL
------------- ------------ ------------- ------------ ------------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Public Offering
Price........... 99.793% $997,930,000 99.750% $997,500,000 99.803% $1,996,060,000 $3,991,490,000
Underwriting
Discount........ .350% $ 3,500,000 .450% $ 4,500,000 .875% $ 17,500,000 $ 25,500,000
Proceeds to AOL
Time Warner..... 99.443% $994,430,000 99.300% $993,000,000 98.928% $1,978,560,000 $3,965,990,000
</TABLE>
Interest on the securities will accrue from April 19, 2001.
--------------
The underwriters are offering the securities subject to various conditions.
The underwriters expect to deliver the securities to purchasers in book-entry
form only through the facilities of The Depository Trust Company, Clearstream,
Luxembourg or the Euroclear System, as the case may be, on or about April 19,
2001.

--------------
Joint Book-Running Managers
BANC OF AMERICA SECURITIES LLC JPMORGAN SALOMON SMITH BARNEY
Senior Co-Managers
<TABLE>
<S> <C>
ABN AMRO INCORPORATED DEUTSCHE BANC ALEX. BROWN
BEAR, STEARNS & CO. INC. GOLDMAN, SACHS & CO.
BNP PARIBAS LEHMAN BROTHERS
CREDIT SUISSE FIRST BOSTON MERRILL LYNCH & CO.
DRESDNER KLEINWORTH WASSERSTEIN MORGAN STANLEY DEAN WITTER
</TABLE>
Co-Managers
<TABLE>
<S> <C>
ALLEN & COMPANY INCORPORATED MURIEL SIEBERT & CO., INC.
BARCLAYS CAPITAL SCOTIA CAPITAL
COMMERZBANK CAPITAL MARKETS CORP. UTENDAHL CAPITAL PARTNERS, L.P.
FLEET SECURITIES, INC. WESTDEUTSCHE LANDESBANK GIROZENTRALE
MIZUHO INTERNATIONAL PLC
</TABLE>
April 11, 2001
<PAGE>
This document is in two parts. The first part is this prospectus supplement,
which describes the terms of the securities that we are currently offering. The
second part is the accompanying prospectus, which gives more general
information, some of which may not apply to the securities that we are currently
offering. Generally, the term 'prospectus' refers to both parts combined.
If the information varies between this prospectus supplement and the
accompanying prospectus, the information in this prospectus supplement
supersedes the information in the accompanying prospectus.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. NO
PERSON IS AUTHORIZED TO PROVIDE YOU WITH DIFFERENT INFORMATION OR TO OFFER THE
SECURITIES IN ANY STATE OR OTHER JURISDICTION WHERE THE OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN
THE DATE ON THE FRONT OF THIS PROSPECTUS SUPPLEMENT.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Where You Can Find More Information......................... S-3
Statements Regarding Forward-Looking Information............ S-4
The Company................................................. S-5
Ratio of Earnings to Fixed Charges.......................... S-6
Use of Proceeds............................................. S-9
Pro Forma Capitalization.................................... S-10
Description of the Notes and the Debentures................. S-11
United States Taxation...................................... S-16
Underwriting................................................ S-19
Legal Matters............................................... S-22
Experts..................................................... S-22
General Information......................................... S-22
PROSPECTUS
About this Prospectus....................................... 2
Where You Can Find More Information......................... 3
Statements Regarding Forward-Looking Information............ 5
The Company................................................. 6
Holding Company and Guarantee Structure..................... 9
Ratio of Earnings to Fixed Charges.......................... 10
Use of Proceeds............................................. 12
Description of the Debt Securities and the Guarantees....... 12
Description of the Capital Stock............................ 21
Description of the Warrants................................. 26
Plan of Distribution........................................ 28
Legal Opinions.............................................. 28
Experts..................................................... 28
</TABLE>

The principal executive offices of each of AOL Time Warner, Time Warner and
Time Warner Companies are located at 75 Rockefeller Plaza, New York, NY 10019
and the telephone number of each is (212) 484-8000. The principal executive
office of America Online is located at 22000 AOL Way, Dulles, VA 20166 and the
telephone number of America Online is (703) 265-1000. The principal executive
office of Turner Broadcasting System is located at One CNN Center, Atlanta,
GA 30303 and the telephone number of Turner Broadcasting System is
(404) 827-1700.
References to 'AOL Time Warner,' 'we,' 'us' and 'our' in this prospectus
supplement and in the accompanying prospectus are references to AOL Time Warner
Inc.
S-2
<PAGE>
This prospectus supplement and the accompanying prospectus include
particulars given in compliance with the rules governing the listing of
securities on the Luxembourg Stock Exchange for the purpose of giving
information with regard to us. We accept responsibility for the information
contained in this prospectus supplement and accompanying prospectus and confirm,
having made all reasonable inquiries, that to the best of our knowledge and
belief there are no other facts the omission of which would make any statement
herein misleading in any material respect as of the date of this prospectus
supplement. The Luxembourg Stock Exchange takes no responsibility for the
contents of this document, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents
of this prospectus supplement and the accompanying prospectus.
We cannot guarantee that listing will be obtained on the Luxembourg Stock
Exchange. Inquiries regarding our listing status on the Luxembourg Stock
Exchange should be directed to our Luxembourg listing agent, Kredietbank S.A.
Luxembourgeoise, 43, Boulevard Royal, L-2955 Luxembourg.
Offers and sales of the securities are subject to restrictions in relation
to the United Kingdom, The Netherlands and Japan, details of which are set out
in the section entitled 'Underwriting.' The distribution of this prospectus
supplement and the accompanying prospectus and the offering of the securities in
certain other jurisdictions may also be restricted by law.
The securities are being offered only for sale in jurisdictions where it is
lawful to make such offers. The distribution of this prospectus supplement and
the accompanying prospectus and the offering of the securities in some
jurisdictions may be restricted by law. Persons who receive this prospectus
supplement and the accompanying prospectus should inform themselves about and
observe any such restrictions. This prospectus supplement and the accompanying
prospectus do not constitute, and may not be used in connection with, an offer
or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful
to make such offer or solicitation. See 'Underwriting' beginning on page S-19 of
this prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus supplement and the accompanying prospectus incorporate
documents by reference which are not presented in or delivered with this
prospectus supplement. We incorporate by reference the documents listed below,
in addition to the documents listed under 'Where You Can Find More Information'
in the accompanying prospectus:
AOL Time Warner's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 (filing date March 27, 2001); and
AOL Time Warner's Current Report on Form 8-K/A dated January 11, 2001
(filing date March 30, 2001).
All documents filed by AOL Time Warner, America Online or Time Warner
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of the accompanying prospectus and prior to the termination
of the offering of the securities are incorporated by reference into and are
deemed to be a part of this prospectus supplement and the accompanying
prospectus from the date of filing of those documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference into this prospectus supplement and the accompanying
prospectus will be deemed to be modified or superseded to the extent that a
statement contained in this prospectus supplement and the accompanying
prospectus or any other subsequently filed document that is deemed to be
incorporated by reference into this prospectus supplement and the accompanying
prospectus modifies or supersedes the statement. Any statement so modified or

superseded will not be deemed, except as so modified or superseded, to
constitute a part of this prospectus supplement and the accompanying prospectus.
S-3
<PAGE>
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone to provide you with any additional information.
This prospectus supplement and the accompanying prospectus, together with
copies of the documents incorporated by reference, are available from us upon
request. We will provide a copy of any and all of the information that is
incorporated by reference into this prospectus supplement and the accompanying
prospectus to any person, without charge, upon written or oral request. If
exhibits to the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus are not themselves specifically
incorporated by reference, then the exhibits will not be provided.
For as long as the securities are listed on the Luxembourg Stock Exchange,
the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus will be available without charge from our transfer and
paying agent in Luxembourg, Kredeitbank S.A. Luxembourgeoise, 43, Boulevard
Royal, L-2955 Luxembourg.
Requests for documents relating to AOL Time Warner or any of the guarantors
should be directed to AOL Time Warner Inc., 75 Rockefeller Plaza, New York, New
York 10019, Attention: Shareholder Relations, telephone: 1-866-INFO-AOL, e-mail:
[email protected].
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
The Securities and Exchange Commission encourages companies to disclose
forward-looking information so that investors can better understand a company's
future prospects and make informed investment decisions. This prospectus
supplement and the accompanying prospectus contain such 'forward-looking
statements' within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements may be made directly in this prospectus supplement and
the accompanying prospectus referring to us and they may also be made a part of
the accompanying prospectus by reference to other documents filed with the
Securities and Exchange Commission by us, America Online or Time Warner, which
is known as 'incorporation by reference.'
Words such as 'anticipate,' 'estimate,' 'expects,' 'projects,' 'intends,'
'plans,' 'believes' and words and terms of similar substance used in connection
with any discussion of future operating or financial performance identify
forward-looking statements. All forward-looking statements are management's
present expectations of future events and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. Actual results may vary materially
from those described in the forward-looking statements due to a variety of
factors. Investors are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of those statements.
None of us, America Online, Time Warner, Time Warner Companies and Turner
Broadcasting System is under any obligation, and each expressly disclaims any
obligation, to update or alter any forward-looking statements, whether as a
result of new information, future events or otherwise.
AOL Time Warner operates in highly competitive, consumer-driven and rapidly
changing Internet, media and entertainment businesses that are dependent on
government regulation and economic, political and social conditions in the
countries in which they operate, consumer demand for their products and
services, technological developments and (particularly in view of technological
changes) protection of their intellectual property rights. AOL Time Warner's
actual results could differ materially from management's expectations because of
changes in such factors and factors affecting the integration of the businesses
of America Online and Time Warner.
For additional information about factors that could cause actual results to
differ materially from those described in the forward-looking statements, please
see the documents that we, America Online and Time Warner have filed with the
SEC, including quarterly reports on Form 10-Q and annual reports on Form 10-K.
All subsequent forward-looking statements attributable to us, America
Online, Time Warner, Time Warner Companies or Turner Broadcasting System or any
person acting on our or their behalf are expressly qualified in their entirety
by the cautionary statements contained or referred to in this section.
S-4
<PAGE>

THE COMPANY
AOL TIME WARNER
We are the world's preeminent, Internet-powered media and communications
company, whose industry-leading businesses include interactive services, cable
systems, filmed entertainment, networks, music and publishing.
AOL Time Warner classifies its business interests into the following
fundamental areas:
America Online, consisting principally of the development and operation of
branded interactive services such as the AOL and CompuServe services, Web
brands such as Netscape, local services such as Digital City, Moviefone and
MapQuest, interactive messaging services such as AOL Instant Messenger and
ICQ, Internet technologies and electronic commerce;
cable, consisting principally of interests in cable television systems,
including Time Warner Cable;
filmed entertainment, consisting principally of interests in filmed
entertainment and television production, including Warner Bros. and New
Line Cinema;
networks, consisting principally of interests in cable television and
broadcast television networks, including WTBS Superstation, TNT, Cartoon
Network, CNN News Group, Home Box Office and the WB Television Network;
music, consisting principally of interests in recorded music and music
publishing, including Warner Music Group and such labels as Atlantic,
Elektra, London-Sire, Rhino, Warner Bros. Records and Warner Music
International; and
publishing, consisting principally of interests in magazine publishing,
book publishing and direct marketing, including Time, People, and Sports
Illustrated magazines, Warner Books and Little, Brown.
As a result of the January 2001 merger between America Online and Time
Warner, we are a holding company with two wholly owned subsidiaries, America
Online and Time Warner. The business of our company is the combined businesses
previously conducted by America Online and Time Warner. We combined America
Online's extensive Internet properties, technology and infrastructure with Time
Warner's broad array of media, entertainment and news brands and its
technologically advanced broadband delivery systems to create a new company
capable of enhancing consumers' access to the broadest selection of high quality
content and interactive services.
AMERICA ONLINE AND TIME WARNER
America Online is primarily an operating company, although it conducts a
portion of its business through subsidiaries. The primary activities of America
Online include the operation of the interactive online services businesses of
AOL Time Warner. Time Warner is a holding company that derives its operating
income and cash flow from its investments in its subsidiaries.
TWC AND TBS
Time Warner Companies, Inc., or 'TWC,' and Turner Broadcasting System, Inc.,
or 'TBS,' are wholly owned subsidiaries of Time Warner as a result of the merger
in 1996 of TWC and TBS with separate subsidiaries of Time Warner. Each of TWC
and TBS is a holding company that derives its operating income and cash flow
primarily from its subsidiaries and investments. The assets of each of TWC and
TBS consist primarily of investments in its consolidated and unconsolidated
subsidiaries. The primary activities of TBS's subsidiaries include the operation
of cable networks and the primary activities of TWC's wholly owned subsidiaries
include the operation of publishing, music and a portion of Time Warner's cable
systems. TWC also owns a 74.49% equity interest in Time Warner Entertainment
Company, L.P., or 'TWE,' a limited
S-5
<PAGE>
partnership that owns a majority of Time Warner's interests in filmed
entertainment and cable television systems and a portion of its interests in
television networks.
DIRECTORS AND EXECUTIVE OFFICERS OF AOL TIME WARNER
Stephen M. Case
Chairman of the Board
Gerald M. Levin
Chief Executive Officer and Director
Daniel F. Akerson
Director

James L. Barksdale
Director
Stephen F. Bollenbach
Director
Paul T. Cappuccio
Executive Vice President,
General Counsel and Secretary
Frank J. Caufield
Director
David M. Colburn
Executive Vice President and President of Business
Development for Subscription Services and
Advertising and Commerce Businesses
Miles R. Gilburne
Director
Carla A. Hills
Director
J. Michael Kelly
Executive Vice President and Chief Financial
Officer
Kenneth B. Lerer
Executive Vice President
Reuben Mark
Director
Michael A. Miles
Director
Kenneth J. Novack
Vice Chairman and Director
Richard D. Parsons
Co-Chief Operating Officer and Director
Robert W. Pittman
Co-Chief Operating Officer and Director
William J. Raduchel
Executive Vice President and Chief Technology
Officer
Franklin D. Raines
Director
Mayo S. Stuntz, Jr.
Executive Vice President
R. E. Turner
Vice Chairman and Senior Advisor and Director
Francis T. Vincent, Jr.
Director
George Vradenburg, III
Executive Vice President, Global and Strategic
Policy
Each of the above-named persons is a full-time employee of AOL Time Warner,
except Ambassador Hills and Messrs. Akerson, Barksdale, Bollenbach, Caufield,
Gilburne, Mark, Miles, Raines and Vincent. The business address of each, in his
or her capacity as a director or an executive officer of AOL Time Warner, is c/o
AOL Time Warner Inc., 75 Rockefeller Plaza, New York, NY 10019.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges and the ratio of earnings to combined
fixed charges and preferred dividends for each of AOL Time Warner, America
Online, Time Warner, TWC and TBS are set forth below for the periods indicated.
For periods in which earnings before fixed charges were insufficient to cover
fixed charges (or combined fixed charges and preferred dividends), the dollar
amount of coverage deficiency (in millions), instead of the ratio, is disclosed.
In addition to the historical ratios (or coverage deficiencies), pro forma
ratios of earnings to fixed charges and pro forma ratios of earnings to combined
fixed charges and preferred dividends are presented for the year ended December
31, 2000 to give effect to the merger of America Online and Time Warner as if it
occurred at the beginning of the period.
Further, as a result of the merger of America Online and Time Warner, the
pro forma ratios of Time Warner, TWC and TBS have each been adjusted to reflect
an allocable portion of AOL Time Warner's new basis of accounting on a pushdown
basis. The historical ratios are reflected at each company's historical cost
basis of accounting.
The pro forma ratios have been derived from, and should be read in
conjunction with, the pro forma consolidated condensed financial statements
including the notes thereto of AOL Time Warner. Those pro forma consolidated
condensed financial statements are included in AOL Time
S-6
<PAGE>
Warner's Current Report on Form 8-K/A dated January 11, 2001 (filing date

March 30, 2001), which is incorporated herein by reference.
For purposes of computing the ratio of earnings to fixed charges and the
ratio of earnings to combined fixed charges and preferred stock dividends,
earnings were calculated by adding:
(1) pretax income,
(2) interest expense, including previously capitalized interest amortized to
expense and the portion of rents representative of an interest factor
for AOL Time Warner, America Online, Time Warner, TWC, TBS and their
respective majority-owned subsidiaries,
(3) AOL Time Warner's, America Online's, Time Warner's, TWC's, and TBS's
respective proportionate share of the items included in (2) above for
their 50%-owned companies,
(4) preferred stock dividend requirements of majority-owned companies,
(5) minority interest in the income of majority-owned subsidiaries that have
fixed charges, and
(6) the amount of undistributed losses of each of AOL Time Warner's, America
Online's, Time Warner's, TWC's, and TBS's less than 50%-owned companies.
Fixed charges consist of:
(1) interest expense, including interest capitalized and the portion of
rents representative of an interest factor for AOL Time Warner, America
Online, Time Warner, TWC, and TBS and their respective majority-owned
subsidiaries,
(2) AOL Time Warner's, America Online's, Time Warner's, TWC's, and TBS's
respective proportionate share of such items for their 50%-owned
companies, and
(3) preferred stock dividend requirements of majority-owned subsidiaries.
Combined fixed charges and preferred stock dividends include the amount
of pretax income necessary to cover any preferred stock dividend
requirements of the issuer.
Earnings as defined include significant non-cash charges for depreciation
and amortization primarily relating to the amortization of intangible assets
recognized in business combinations accounted for by the purchase method. On a
pro forma basis, based on a preliminary allocation of the purchase price paid in
the merger of America Online and Time Warner, earnings have been reduced by
annual non-cash amortization charges of approximately $7.0 billion for both AOL
Time Warner and Time Warner, $5.7 billion for TWC and $1.6 billion for TBS.
AOL TIME WARNER(a)
<TABLE>
<CAPTION>
PRO FORMA
------------
YEAR ENDED
DECEMBER 31,
2000
----
<S> <C>
Deficiency of earnings to fixed charges..................... $(3,245)
Deficiency of earnings to combined fixed charges and
preferred dividends....................................... $(3,269)
</TABLE>
---------
(a) AOL Time Warner became the parent of America Online and Time Warner on
January 11, 2001, in connection with the consummation of the merger of
America Online and Time Warner. Because America Online is the predecessor of
AOL Time Warner, AOL Time Warner's historical ratios are the same as America
Online's historical ratios. For further reference, see America Online's
ratio information below.
S-7
<PAGE>
AMERICA ONLINE
<TABLE>
<CAPTION>
HISTORICAL
---------------------------------
YEAR ENDED DECEMBER 31,

---------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.......................... 8.2x 9.7x 2.0x (a) (a)
Ratio of earnings to combined fixed charges and preferred
dividends................................................. 8.2x 9.7x 2.0x (a) (a)
</TABLE>
---------
(a) The deficiency of earnings to fixed charges and the deficiency of earnings
to combined fixed charges and preferred dividends were each $11 million for
the year ended December 31, 1997 and $215 million for the year ended
December 31, 1996.
TIME WARNER
<TABLE>
<CAPTION>
PRO FORMA HISTORICAL
------------- --------------------------------
YEAR ENDED YEAR ENDED DECEMBER 31,
DECEMBER 31, --------------------------------
2000 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges............... (a) 1.4x 3.1x 1.5x 1.6x 1.1x
Ratio of earnings to combined fixed charges and
preferred dividends............................ (a) 1.4x 3.0x (a) 1.3x (a)
</TABLE>
---------
(a) The pro forma deficiency of earnings to fixed charges and the pro forma
deficiency of earnings to combined fixed charges and preferred dividends
were $5.1 billion and $5.2 billion, respectively, for the year ended
December 31, 2000, and the deficiency of earnings to combined fixed charges
and preferred dividends was $39 million and $98 million, respectively, for
the years ended December 31, 1998 and 1996.
TWC
<TABLE>
<CAPTION>
PRO FORMA HISTORICAL
------------- --------------------------------
YEAR ENDED YEAR ENDED DECEMBER 31,
DECEMBER 31, --------------------------------
2000 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges............... (a) 1.5x 3.6x 1.5x 1.6x 1.1x
Ratio of earnings to combined fixed charges and
preferred dividends............................ (a) 1.5x 3.6x 1.5x 1.6x 1.1x
</TABLE>
---------
(a) The pro forma deficiency of earnings to fixed charges and the pro forma
deficiency of earnings to combined fixed charges and preferred dividends
were each $4.0 billion for the year ended December 31, 2000.
S-8
<PAGE>
TBS
<TABLE>
<CAPTION>
PRO FORMA HISTORICAL
------------ ---------------------------------------------------------
YEAR THREE MONTHS NINE MONTHS
ENDED YEAR ENDED DECEMBER 31, ENDED ENDED
DECEMBER 31, ------------------------- DECEMBER 31, SEPTEMBER 30,
2000 2000 1999 1998 1997 1996(a) 1996(a)
---- ---- ---- ---- ---- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges..................... (b) 2.8x 3.5x 2.6x 2.1x 1.6x (b)
Ratio of earnings to combined
fixed charges and preferred
dividends................... (b) 2.8x 3.5x 2.6x 2.1x 1.6x (b)
</TABLE>

---------
(a) Time Warner became the parent of TWC and TBS on October 10, 1996, upon the
merger of TWC and TBS with separate subsidiaries of Time Warner (the 'TBS
Merger'). The ratios of earnings to fixed charges (or coverage deficiencies)
of TBS for all periods after the TBS Merger have been adjusted to reflect
Time Warner's basis of accounting. The ratio of earnings to fixed charges
(or coverage deficiencies) of TBS for the period before the TBS Merger is
reflected at TBS's historical cost basis of accounting.
(b) The pro forma deficiency of earnings to fixed charges and the pro forma
deficiency of earnings to combined fixed charges and preferred dividends
were each $853 million for the year ended December 31, 2000, and the
deficiency of earnings to fixed charges and the deficiency of earnings to
combined fixed charges and preferred dividends were each $44 million for the
nine months ended September 30, 1996.
USE OF PROCEEDS
The net proceeds from this offering are estimated to be approximately $3.964
billion, after deducting the underwriting discount and commissions and our
estimated offering expenses of approximately $1.7 million. We intend to use the
net proceeds of the offering for general corporate purposes, including, but not
limited to, the repayment of existing short-term and bank indebtedness. The
indebtedness we expect to be repaid is comprised primarily of indebtedness
incurred under our $7.5 billion revolving bank credit agreement (the 'Bank
Credit Agreement'). Affiliates of certain of the underwriters of this offering
are lenders on the Bank Credit Agreement and, upon application of the net
proceeds from this offering, each will receive its proportionate share of the
amounts outstanding under the Bank Credit Agreement that are repaid. See the
section entitled 'Underwriting' for additional information. As of March 31,
2001, there were approximately $5.2 billion in borrowings outstanding under the
Bank Credit Agreement and the annual blended interest rate was 5.48%. Pending
any specific application, we may initially invest the net proceeds of this
offering in interest-bearing securities.
S-9
<PAGE>
PRO FORMA CAPITALIZATION
The consolidated pro forma capitalization of AOL Time Warner at December 31,
2000 is set forth below. The consolidated pro forma capitalization of AOL Time
Warner gives effect to the January 11, 2001 merger between America Online and
Time Warner as if the merger occurred on December 31, 2000. The as adjusted
column reflects the issuance of the notes and debentures offered hereby and the
application of the net proceeds to the repayment of bank credit agreement
borrowings.
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 2000
------------------------
PRO FORMA
PRO FORMA AS ADJUSTED
--------- -----------
(MILLIONS)
<S> <C> <C>
Pro forma long-term debt, excluding the current portion:
Bank credit agreement borrowings, commercial paper and
money market loans(a)................................. $ 7,532 $ 3,568
Fixed-rate senior notes and debentures(b)............... 13,774 17,765
Variable-rate senior notes.............................. 682 682
-------- --------
Total pro forma long-term debt...................... 21,988 22,015
Company-obligated mandatorily redeemable preferred
securities of subsidiaries holding solely debentures of
TWC(c).................................................... 575 575
Pro forma shareholders' equity:
Preferred stock liquidation preference(d)............... 310 310
Pro forma equity applicable to common stock............. 157,317 157,317
-------- --------
Total pro forma shareholders' equity................ 157,627 157,627
-------- --------
Total pro forma capitalization(e)............... $180,190 $180,217
-------- --------
-------- --------
</TABLE>
---------
(a) The Bank Credit Agreement permits borrowings in an aggregate amount of up to
$7.5 billion. Borrowings under the Bank Credit Agreement are limited to (i)

$6.0 billion in the aggregate for Time Warner, TWC, TBS and TWI Cable,
(ii) $7.5 billion in the case of TWE and (iii) $2.0 billion in the case of
Time Warner Entertainment-Advance/Newhouse Partnership, subject, in each
case, to an aggregate borrowing limit of $7.5 billion and certain other
limitations and adjustments. Such borrowings bear interest at specific rates
for each of the borrowers (generally equal to LIBOR plus a margin of
30 basis points) and each borrower is required to pay a commitment fee of
generally 10 basis points per year on the unused portion of its share of the
$7.5 billion commitment, which margin and fee vary based on the credit
rating or financial leverage of the applicable borrower. Borrowings may be
used for general business purposes and unused credit is available to support
commercial paper borrowings. The Bank Credit Agreement contains certain
covenants generally relating to, among other things, additional
indebtedness; liens on assets; cash flow coverage and leverage ratios; and
dividends, distributions and other restricted cash payments or transfers of
assets from the borrowers to their respective shareholders, partners or
affiliates. In addition, on April 6, 2001, we entered into a new
$5.0 billion bank credit agreement. As of the date of this prospectus
supplement, there are no borrowings outstanding thereunder.
(b) Includes certain zero coupon convertible notes and other indebtedness, which
are reflected net of unamortized original issue discount aggregating
$1.2 billion.
(c) During February 2001, all 23 million shares outstanding were redeemed. The
redemption price was $25 per security, plus accrued and unpaid distributions
thereon equal to $0.265 per security. The total redemption price of
$581 million was funded on a long-term basis with borrowings under the Bank
Credit Agreement.
(d) During January 2001, the remaining outstanding preferred stock was converted
into approximately 19 million shares of AOL Time Warner common stock. The
conversion resulted in the elimination of the preferred stock liquidation
preference and an increase to pro forma equity applicable to common stock of
$310 million.
(e) Except as set forth herein, there has been no material change in the
consolidated pro forma capitalization of AOL Time Warner since December 31,
2000 to the date of this prospectus supplement.
S-10
<PAGE>
DESCRIPTION OF THE NOTES AND THE DEBENTURES
We will issue three separate series of securities under the indenture
referred to in the accompanying prospectus. The following description of the
particular terms of the securities offered hereby and the related guarantees
supplements the description of the general terms and provisions of the debt
securities set forth under 'Description of the Debt Securities and the
Guarantees' beginning on page 12 in the accompanying prospectus. This
description replaces the description of the securities in the accompanying
prospectus, to the extent of any inconsistency. Terms used in this prospectus
supplement that are otherwise not defined will have the meaning given to them in
the accompanying prospectus.
GENERAL
The securities will have the following terms:
<TABLE>
<CAPTION>
PRINCIPAL ANNUAL MATURITY
AMOUNT INTEREST RATE DATE
------ ------------- ----
<S> <C> <C> <C>
6.125% Notes due 2006..................... $1,000,000,000 6.125% April 15, 2006
6.750% Notes due 2011..................... $1,000,000,000 6.750% April 15, 2011
7.625% Debentures due 2031................ $2,000,000,000 7.625% April 15, 2031
</TABLE>
In each case, interest will accrue from April 19, 2001, or from the most
recent interest payment date to which interest has been paid or duly provided
for. Interest will be payable semiannually on April 15 and October 15 of each
year, commencing October 15, 2001, to the persons in whose names the securities
are registered at the close of business on the April 1 or October 1, as the case
may be, next preceding such interest payment date. Interest will be calculated
on the basis of a 360-day year of twelve 30-day months. At maturity, each of the
6.125% Notes due 2006, the 6.750% Notes due 2011 and the 7.625% Debentures due
2031 will be repaid at par.
In some circumstances, we may elect to discharge our obligations on the
securities through defeasance. See 'Description of the Debt Securities and the
Guarantees -- Defeasance' on page 17 in the accompanying prospectus for more