Bond WarnerMedia 6.25% ( US887317AL94 ) in USD

WarnerMedia

88.475 % ▲

United States

US887317AL94 ( in USD )

6.25% per year ( payment 2 times a year)

29/03/2041

Prospectus brochure of the bond Warner Media US887317AL94 en USD 6.25%, maturity 29/03/2041

2 000 USD

1 000 000 000 USD

887317AL9

BB ( Non-investment grade speculative )

N/A

29/03/2026 ( In 50 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 US887317AL94, pays a coupon of 6.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/03/2041
The Bond issued by WarnerMedia ( United States ) , in USD, with the ISIN code US887317AL94, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents

CALCULATION OF REGISTRATION FEE

Title of Each Class

of Securities to be
Amount to be Maximum Offering Maximum Aggregate
Amount of
Registered
Registered

Price

Offering Price
Registration Fee(1)
4.75% Notes due 2021
$1,000,000,000
98.943%
$989,430,000

$114,873
6.25% Debentures due 2041
$1,000,000,000
98.707%
$987,070,000

$114,599
Total

$229,472

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933

Filed Pursuant to Rule 424(b)(5)
File No.: 333-165156

PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 3, 2010)

$2,000,000,000

$1,000,000,000 4.75% Notes due 2021
$1,000,000,000 6.25% Debentures due 2041

The notes and the debentures will be issued by Time Warner Inc. The notes and debentures will be guaranteed
by Historic TW Inc. In addition, Home Box Office, Inc. and Turner Broadcasting System, Inc. will guarantee
Historic TW Inc.'s guarantee of the notes and the debentures. We use the term "notes" to refer to the 4.75% Notes
due 2021 and the term "debentures" to refer to the 6.25% Debentures due 2041. We use the terms "debt
securities" and "securities" to refer to both the notes and the debentures.

The notes will mature on March 29, 2021 and the debentures will mature on March 29, 2041. Interest on each
series of securities will be payable semi-annually in arrears on March 29 and September 29 of each year,
beginning on September 29, 2011. We may redeem some or all of the notes and the debentures at any time or
from time to time, as a whole or in part at our option, at the applicable redemption prices set forth under the
heading "Description of the Notes and the Debentures -- Optional Redemption."

The securities will be senior unsecured obligations of Time Warner Inc. and will rank equally with all of Time
Warner Inc.'s other existing and future senior unsecured obligations. The guarantees will be the senior unsecured
obligations of the applicable guarantor and will rank equally with all other senior unsecured obligations of the
applicable guarantor.

The securities will not be listed on any securities exchange. Currently, there is no public market for the
securities.

Investing in the securities involves risks. See "Risk Factors" beginning on page S-3
of this prospectus supplement.

Proceeds Before

Public Offering Underwriting Expenses to

Price(1)
Discount
Time Warner

Per Note Due 2021

98.943 %
.450 %
98.493 %
Total
$ 989,430,000 $ 4,500,000 $ 984,930,000
Per Debenture due 2041

98.707 %
.875 %
97.832 %
Total
$ 987,070,000 $ 8,750,000 $ 978,320,000

(1) Plus accrued interest from April 1, 2011, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state or foreign securities commission has
approved or disapproved of these securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the securities in book-entry form only will be made through The Depository Trust Company,
Clearstream Banking S.A. Luxembourg and the Euroclear System, on or about April 1, 2011 against payment in
immediately available funds.
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Joint Book-Running Managers

BofA Merrill Lynch BNP PARIBAS RBS Wells Fargo Securities

Barclays Capital
Citi
Credit Suisse

Deutsche Bank Securities
J.P. Morgan
Morgan Stanley

Senior Co-Managers

BNY Mellon Capital Markets, LLC
Credit Agricole CIB
Goldman, Sachs & Co.

Handelsbanken Capital Markets
Lloyds Securities
Mitsubishi UFJ Securities

Mizuho Securities
Santander
Scotia Capital
Siebert Capital Markets

SMBC Nikko
The Williams Capital Group, L.P.
UBS Investment Bank

The date of this Prospectus Supplement is March 29, 2011
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TABLE OF CONTENTS

Page

Prospectus Supplement
About This Prospectus Supplement
S-ii
Incorporation by Reference
S-ii
Summary
S-1
Risk Factors
S-3
Ratio of Earnings to Fixed Charges
S-5
Use of Proceeds
S-6
Description of the Notes and the Debentures
S-7
Material U.S. Federal Income Tax Consequences
S-13
Underwriting
S-17
Legal Matters
S-20
Prospectus
About this Prospectus

1
Where You Can Find More Information

1
Incorporation by Reference

2
Statements Regarding Forward-Looking Information

3
The Company

5
Risk Factors

6
Ratio of Earnings to Fixed Charges

6
Use of Proceeds

7
Description of the Debt Securities and the Guarantees

8
Description of the Capital Stock
19
Description of the Warrants
21
Plan of Distribution
23
Legal Matters
26
Experts
26

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Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

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.

This prospectus supplement supplements disclosure in the accompanying prospectus. If the
information varies between this prospectus supplement and the accompanying prospectus, you should
rely on the information in this prospectus supplement.

You should rely only on the information contained in or incorporated by reference in this
prospectus supplement and the accompanying prospectus or in any applicable free writing
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, the accompanying
prospectus or in any applicable free writing prospectus is accurate as of any date other than the
date of the applicable document.

References to "Time Warner," the "Company," "our company," "we," "us" and "our" in this
prospectus supplement are references to Time Warner Inc. Historic TW Inc. is referred to herein as
"Historic TW." Home Box Office, Inc. is referred to herein as "HBO." Turner Broadcasting System,
Inc. is referred to herein as "TBS," and, together with Historic TW and HBO, the "Guarantors." Terms
used in this prospectus supplement that are otherwise not defined will have the meanings given to
them in the accompanying prospectus.

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-17 of this prospectus supplement.

INCORPORATION BY REFERENCE

The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference"
information we have filed with it, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is an important part of
this prospectus, and later information that we file with the SEC will automatically update and
supersede this information. The following documents have been filed by us with the SEC and are
incorporated by reference into this prospectus:

· Annual report on Form 10-K for the year ended December 31, 2010 (filed February 18,
2011); and

· Current reports on Form 8-K dated January 19, 2011 (filed January 21, 2011) and March 10,
2011 (filed March 29, 2011).

All documents and reports that we file with the SEC (other than any portion of such filings that are
furnished under applicable SEC rules rather than filed) under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), from the date of this prospectus
supplement until the termination of the offering under this prospectus supplement shall be deemed to
be incorporated in this prospectus supplement by reference. The information contained on our website
(http://www.timewarner.com) is not incorporated into this prospectus supplement.

You may request a copy of these filings, other than an exhibit to these filings unless we have
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specifically included or incorporated that exhibit by reference into the filing, from the SEC as
described under "Where

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You Can Find More Information" in the accompanying prospectus or, at no cost, by writing or
telephoning Time Warner at the following address or telephone number:

Time Warner Inc.
Attn: Investor Relations
One Time Warner Center
New York, NY 10019-8016
Telephone: 1-866-INFO-TWX

You should rely only on the information contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus and any applicable free writing prospectus. We have not,
and the underwriters have not, authorized any person, including any salesman or broker, to provide
information other than that provided in this prospectus supplement, the accompanying prospectus or
any applicable free writing prospectus. We have not, and the underwriters have not, authorized anyone
to provide you with different information. We are not making an offer of the securities in any
jurisdiction where the offer is not permitted.

You should assume that the information in this prospectus supplement, the accompanying
prospectus and any applicable free writing prospectus is accurate only as of the date on its cover page
and that any information we have incorporated by reference is accurate only as of the date of the
document incorporated by reference. Any statement contained in a document incorporated or deemed
to be incorporated by reference into this prospectus will be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in this prospectus or any other
subsequently filed document that is deemed to be incorporated by reference into this 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.

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SUMMARY

Time Warner

Time Warner, a Delaware corporation, is a leading media and entertainment company. The
Company classifies its businesses into the following three reporting segments:

·

Networks, consisting principally of cable television networks that provide programming;

· Filmed Entertainment, consisting principally of feature film, television and home video
production and distribution; and

· Publishing, consisting principally of magazine publishing.

For a description of our business, financial condition, results of operations and other
important information regarding us, see our filings with the SEC incorporated by reference
herein. For instructions on how to find copies of these and our other filings incorporated by
reference herein, see "Incorporation by Reference" above or "Where You Can Find More
Information" in the accompanying prospectus.

Our principal executive office, and that of the Guarantors except as noted below, is located
at One Time Warner Center, New York, NY 10019-8016, telephone (212) 484-8000.

Guarantors

Historic TW is a wholly owned subsidiary of Time Warner. Historic TW is a holding
company with substantially the same business interests as Time Warner. It derives its operating
income and cash flow from its investments in its subsidiaries, which include HBO, TBS,
Warner Bros. Entertainment Inc. and Time Inc.

HBO is a wholly owned subsidiary of Time Warner. It derives its operating income and cash
flow from its own operations and also from its subsidiaries and investments. The primary
activities of HBO and its subsidiaries include the operation of the "HBO" and "Cinemax"
premium pay television services, with the HBO service ranking as the most widely distributed
premium pay television service in the United States. The principal executive office of HBO is
located at 1100 Avenue of the Americas, New York, NY 10036-6712, telephone
(212) 512-1000.

TBS is a wholly owned indirect subsidiary of Time Warner. It derives its operating income
and cash flow from its own operations and also from its subsidiaries and investments. The
primary activities of TBS and its subsidiaries include the operation of cable networks in the
United States and internationally. The principal executive office of TBS is located at One CNN
Center, Atlanta, GA 30303, telephone (404) 827-1700.
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S-1
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Table of Contents
The Offering

The summary below describes the principal terms of the securities offering and is not
intended to be complete. You should carefully read the "Description of the Notes and the
Debentures" section of this prospectus supplement and "Description of the Debt Securities and
the Guarantees" in the accompanying prospectus for a more detailed description of the
securities offered hereby.

Issuer
Time Warner Inc.

Securities
$1,000,000,000 aggregate principal amount of 4.75% Notes
due 2021

$1,000,000,000 aggregate principal amount of 6.25%
Debentures due 2041

Maturity Dates
4.75% Notes: March 29, 2021

6.25% Debentures: March 29, 2041

Interest Payment Dates
March 29 and September 29 of each year, commencing
September 29, 2011

Guarantees
The securities will be fully, irrevocably and unconditionally
guaranteed by Historic TW. In addition, HBO and TBS will
fully, irrevocably and unconditionally guarantee Historic
TW's guarantee of the securities.

Ranking
The securities will be our senior unsecured obligations, and
will rank equally with our other senior unsecured
obligations.

The guarantees will be senior unsecured obligations of
Historic TW, HBO and TBS, as applicable, and will rank
equally with other senior unsecured obligations of Historic
TW, HBO and TBS, respectively.

Optional Redemption
We may redeem some or all of the securities at any time or
from time to time, as a whole or in part, at our option, at the
applicable redemption prices described in this prospectus
supplement.

Use of Proceeds
We intend to use the proceeds from this offering for general
corporate purposes.

No Listing
We do not intend to apply for the listing of the securities on
any securities exchange or for the quotation of the securities
on any automated dealer quotation system.

Trustee
The Bank of New York Mellon
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