Bond WarnerMedia 2.1% ( US887317AT21 ) in USD

WarnerMedia

100 % ⇌

United States

US887317AT21 ( in USD )

2.1% per year ( payment 2 times a year)

01/06/2019 - Bond has expired

Prospectus brochure of the bond Warner Media US887317AT21 in USD 2.1%, expired

1 000 USD

650 000 000 USD

887317AT2

N/A

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 US887317AT21, pays a coupon of 2.1% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/06/2019

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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)
2.10% Notes due 2019
$650,000,000 99.948%

$649,662,000 $83,677
3.55% Notes due 2024
$750,000,000 99.908%

$749,310,000 $96,511
4.65% Debentures due 2044
$600,000,000 98.930%

$593,580,000 $76,453
Total

$256,641

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933
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Filed Pursuant to Rule 424(b)(5)
File No. 333-186798
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 22, 2013)

$650,000,000 2.10% Notes due 2019
$750,000,000 3.55% Notes due 2024
$600,000,000 4.65% Debentures due 2044

Each series of notes and the debentures will be issued by Time Warner Inc. The notes and the 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 "2019 notes" to refer to the 2.10% Notes due 2019, the term "2024 notes"
to refer to the 3.55% Notes due 2024 and the term "debentures" to refer to the 4.65% Debentures due 2044. We use the terms "debt
securities" and "securities" to refer to all three series of securities.
The 2019 notes will mature on June 1, 2019, the 2024 notes will mature on June 1, 2024 and the debentures will mature on June
1, 2044. Interest on each series of securities will be payable semi-annually in arrears on June 1 and December 1 of each year,
beginning on December 1, 2014. We may redeem some or all of the 2019 notes, the 2024 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 2019

99.948%

0.350%

99.598%
Total

$649,662,000
$2,275,000
$647,387,000
Per Note due 2024

99.908%

0.450%

99.458%
Total

$749,310,000
$3,375,000
$745,935,000
Per Debenture due 2044

98.930%

0.875%

98.055%
Total

$593,580,000
$5,250,000
$588,330,000

(1) Plus accrued interest from May 28, 2014, 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 May 28, 2014 against payment in immediately available funds.

Joint Book-Running Managers
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Credit Agricole CIB

Goldman, Sachs & Co.

Mizuho Securities
RBS

Santander

SMBC Nikko

Senior Co-Managers

Barclays

BNP PARIBAS

BNY Mellon Capital Markets, LLC
Deutsche Bank Securities

J.P. Morgan

Lloyds Securities
Mitsubishi UFJ Securities

Ramirez & Co., Inc.

Scotiabank
The Williams Capital Group, L.P.

Wells Fargo Securities
The date of this Prospectus Supplement is May 20, 2014
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TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

About This Prospectus Supplement
S-ii
Incorporation by Reference
S-iii
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-14
Underwriting
S-18
Legal Matters
S-21
Experts
S-21
PROSPECTUS

About This Prospectus

1
Where You Can Find More Information

2
Incorporation by Reference

3
Statements Regarding Forward-Looking Information

4
The Company

6
Risk Factors

7
Ratio of Earnings to Fixed Charges

8
Use of Proceeds

9
Description of the Debt Securities and the Guarantees
10
Description of the Capital Stock
22
Description of the Warrants
24
Plan of Distribution
26
Legal Matters
29
Experts
29

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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.
It is expected that delivery of the securities will be made against payment therefor on or about the date specified on the
cover page of this prospectus supplement, which is the fifth business day following the date of pricing of the securities (such
settlement cycle being referred to as "T+5"). You should note that trading of the securities on the date of pricing or on the
next succeeding business day may be affected by the T+5 settlement. See "Underwriting" beginning on page S-18 of 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." Please see "Summary" for information regarding the Time Separation (as defined below). 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-18 of this
prospectus supplement.

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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, 2013 (filed February 26, 2014);

·
Quarterly report on Form 10-Q for the quarter ended March 31, 2014 (filed April 30, 2014); and

·
Current reports on Form 8-K dated January 16, 2014 (filed January 17, 2014), April 14, 2014 (filed April 18, 2014),

May 8, 2014 (filed May 9, 2014) and May 20, 2014 (filed May 20, 2014).
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 specifically included or
incorporated that exhibit by reference into the filing, from the SEC as described under "Where 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, whose major businesses include
television networks, film and TV entertainment and publishing. The Company classifies its operations into the following four
reportable segments:

·
Turner, consisting principally of cable networks and digital media properties;

·
Home Box Office, consisting principally of premium pay television services domestically and premium pay and basic

tier television services internationally;

·
Warner Bros., consisting principally of feature film, television, home video and videogame production and distribution;

and

·
Time Inc., consisting principally of magazine publishing and related websites and operations.
On May 8, 2014, Time Warner announced that it expects to complete the legal and structural separation of the Company's
Time Inc. segment from Time Warner (the "Time Separation") on June 6, 2014. The Time Separation is contingent on the
satisfaction of a number of conditions.
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 (other than Time Warner's publishing business). It derives its operating income and cash flow
from its investments in its subsidiaries, which include HBO, TBS and Warner Bros. Entertainment 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. 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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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
$650,000,000 aggregate principal amount of 2.10% Notes due 2019

$750,000,000 aggregate principal amount of 3.55% Notes due 2024

$600,000,000 aggregate principal amount of 4.65% Debentures due 2044

Maturity Dates
2.10% Notes: June 1, 2019

3.55% Notes: June 1, 2024

4.65% Debentures: June 1, 2044

Interest Payment Dates
June 1 and December 1 of each year, commencing December 1, 2014

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,
including share repurchases.

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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RISK FACTORS
Investing in the securities involves risks. Before purchasing any securities, you should carefully consider the specific factors
discussed below, together with all the other information contained in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein or therein. For a further discussion of the risks, uncertainties and
assumptions relating to our business, please see the discussion under the caption "Risk Factors" included in our Annual Report
on Form 10-K for the year ended December 31, 2013, as updated by annual, quarterly and other reports and documents we file
with the SEC which are incorporated by reference in this prospectus supplement and the accompanying prospectus.
Risks Related to the Securities
An increase in interest rates could result in a decrease in the relative value of the securities.
In general, as market interest rates rise, securities bearing interest at a fixed rate generally decline in value because the
premium, if any, over market interest rates will decline. Consequently, if you purchase these securities and market interest rates
increase, the market value of your securities may decline. We cannot predict the future level of market interest rates.
Ratings of the securities may not reflect all risks of an investment in the securities.
We expect that the securities will be rated by at least one nationally recognized statistical rating organization. The ratings of the
securities will primarily reflect our financial strength and will change in accordance with the rating of our financial strength. A debt
rating is not a recommendation to purchase, sell or hold the securities. These ratings do not correspond to suitability for a particular
investor. Additionally, ratings may be lowered or withdrawn in their entirety at any time.
The securities do not restrict our ability to incur additional debt or prohibit us from taking other actions that could
negatively impact holders of the securities.
We are not restricted under the terms of the indenture governing the securities from incurring additional indebtedness. The terms
of the indenture limit our ability to secure additional debt without also securing the securities. However, these limitations are subject
to numerous exceptions. See "Description of the Debt Securities and the Guarantees" in the accompanying prospectus. In addition, the
securities do not require us to achieve or maintain any minimum financial ratios. Our ability to recapitalize, incur additional debt,
secure existing or future debt or take a number of other actions that are not limited by the terms of the indenture, including
repurchasing other debt securities or common shares or preferred shares, if any, redeeming other debt securities or paying dividends,
could have the effect of diminishing our ability to make payments on the securities when due.
Our financial performance and other factors could adversely impact our ability to make payments on the securities.
Our ability to make scheduled payments with respect to our indebtedness, including the securities, will depend on our financial
and operating performance, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors
beyond our control.
The securities will be unsecured and therefore will effectively be subordinated to any secured debt.
The securities will not be secured by any of our assets or those of our subsidiaries. As a result, the securities are effectively
subordinated to any secured debt we may incur. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of
our secured debt may assert rights against the secured assets in order to receive full payment of their debt before the assets may be
used to pay the holders of the securities.

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The securities are effectively subordinated to the liabilities of our non-guarantor subsidiaries.
The securities will be effectively subordinated to all existing and future indebtedness and other liabilities of our non-guarantor
subsidiaries. In the event of a bankruptcy, liquidation or similar proceeding with respect to a non-guarantor subsidiary, following
payment by the subsidiary of its liabilities, the subsidiary may not have sufficient assets to make payments to us. As of March 31,
2014, our non-guarantor subsidiaries had approximately $59 million of outstanding indebtedness (excluding intercompany debt and
liabilities and accounts payable incurred in the ordinary course of business).
In addition, subsequent to March 31, 2014, Time Inc. has incurred and will incur additional indebtedness in connection with its
pending separation from Time Warner. See "Description of the Notes and the Debentures -- Guarantees -- Existing Indebtedness --
Other."
An active trading market may not develop for the securities, which could adversely affect the price of the securities in the
secondary market and your ability to resell the securities should you desire to do so.
The securities are new issues of securities and there is no established trading market for the securities. We do not intend to
apply to list the securities for trading on any securities exchange or to arrange for quotation on any automated dealer quotation system.
As a result of this and the other factors listed below, an active trading market for the securities may not develop, in which case
the market price and liquidity of the securities may be adversely affected.
In addition, you may not be able to sell your securities at a particular time or at a price favorable to you. Future trading prices of
the securities will depend on many factors, including:

·
our operating performance and financial condition;

·
our prospects or the prospects for companies in our industries generally;

·
the interest of securities dealers in making a market in the securities;

·
the market for similar securities;

·
prevailing interest rates; and

·
the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2013.
We have been advised by the underwriters that they intend to make a market for the securities, but they have no obligation to do
so and may discontinue market-making at any time without providing any notice.

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