Bond WarnerMedia 3.6% ( US887317AW59 ) in USD

WarnerMedia

100 % ▲

United States

US887317AW59 ( in USD )

3.6% per year ( payment 2 times a year)

14/07/2025 - Bond has expired

Prospectus brochure of the bond Warner Media US887317AW59 in USD 3.6%, expired

2 000 USD

1 500 000 000 USD

887317AW5

BBB ( Lower medium grade - Investment-grade )

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 US887317AW59, pays a coupon of 3.6% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/07/2025
The Bond issued by WarnerMedia ( United States ) , in USD, with the ISIN code US887317AW59, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d930308d424b5.htm 424B5
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)
3.60% Notes due 2025
$1,500,000,000
99.760%

$1,496,400,000

$173,882
4.85% Debentures due 2045

$600,000,000

99.929%

$599,574,000

$69,671
Total

$243,553

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933
Table of Contents
Filed Pursuant to Rule 424(b)(5)
File No. 333-186798

PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 22, 2013)
$2,100,000,000

$1,500,000,000 3.60% Notes due 2025
$600,000,000 4.85% Debentures due 2045

The notes and the debentures will be issued by Time Warner Inc. and 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 3.60% Notes due 2025 and the term "debentures" to refer to the 4.85% Debentures due 2045. We use the terms "debt securities" and
"securities" to refer to both series of securities.
The notes will mature on July 15, 2025 and the debentures will mature on July 15, 2045. Interest on each series of securities will be payable
semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2016. We may redeem some or all of the notes and the
debentures at any time or from time to time, in 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-4 of this prospectus
supplement.

Proceeds Before
Expenses to
Public Offering
Underwriting
Time

Price(1)

Discount

Warner

Per Note due 2025

99.760%

0.450%

99.310%
Total

$1,496,400,000
$ 6,750,000
$1,489,650,000
Per Debenture due 2045

99.929%

0.875%

99.054%
http://www.sec.gov/Archives/edgar/data/100240/000119312515206326/d930308d424b5.htm[5/29/2015 3:24:19 PM]

424B5
Total

$ 599,574,000
$ 5,250,000
$ 594,324,000

(1)
Plus accrued interest from June 4, 2015, 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 June 4, 2015 against payment in immediately available funds. Purchasers of the securities
should note that trading of the securities may be affected by the T+5 settlement. See "Underwriting" beginning on page S-20 of this prospectus
supplement.

Joint Book-Running Managers

BofA Merrill Lynch
Citigroup
Morgan Stanley
Wells Fargo Securities

Barclays

BNP PARIBAS

Credit Agricole CIB
Credit Suisse

Deutsche Bank Securities

J.P. Morgan
Senior Co-Managers

BNY Mellon Capital Markets, LLC

Lloyds Securities

Mizuho Securities
MUFG

Ramirez & Co., Inc.

Santander
Scotiabank

Siebert Brandford Shank & Co., L.L.C.

SMBC Nikko

SOCIETE GENERALE

The date of this Prospectus Supplement is May 28, 2015
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
About This Prospectus Supplement
S-ii
Incorporation by Reference
S-iii
Summary
S-1
Risk Factors
S-4
Ratio of Earnings to Fixed Charges
S-6
Use of Proceeds
S-7
Description of the Notes and the Debentures
S-8
Material U.S. Federal Income Tax Consequences
S-15
Underwriting
S-20
Legal Matters
S-24
Experts
S-24
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
http://www.sec.gov/Archives/edgar/data/100240/000119312515206326/d930308d424b5.htm[5/29/2015 3:24:19 PM]

424B5
Use of Proceeds

9
Description of the Debt Securities and the Guarantees

10
Description of the Capital Stock

21
Description of the Warrants

23
Plan of Distribution

25
Legal Matters

28
Experts

28
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.
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-20 of this prospectus supplement.
You should rely only on the information contained in or incorporated by reference into 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. and, where the context requires, its subsidiaries collectively. 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 certain 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-20 of this prospectus supplement.

S-ii
Table of Contents
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, 2014 (filed February 26, 2015);

http://www.sec.gov/Archives/edgar/data/100240/000119312515206326/d930308d424b5.htm[5/29/2015 3:24:19 PM]

424B5

·
Quarterly report on Form 10-Q for the quarter ended March 31, 2015 (filed April 29, 2015); and

·
Current report on Form 8-K dated March 16, 2015 (filed March 17, 2015).
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 into this
prospectus supplement by reference. The information contained on our website (http://www.timewarner.com) is not incorporated by reference 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 in or incorporated by reference into 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 each such 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.

S-iii
Table of Contents
SUMMARY
This summary highlights selected information included in or incorporated by reference into this prospectus supplement and the
accompanying prospectus and may not contain all of the information that you should consider before investing in the securities. To understand
us and the sale of the securities fully, you should read carefully this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference into this prospectus supplement and the accompanying prospectus.
Time Warner
Time Warner, a Delaware corporation, is a leading media and entertainment company. The Company classifies its businesses into the
following three 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; and

·
Warner Bros., consisting principally of television, feature film, home video and videogame production and distribution.
On June 6, 2014, the Company completed the legal and structural separation of Time Inc. from the Company (the "Time Separation").
The Time Separation was effected as a pro rata dividend of all shares of Time Inc. common stock held by Time Warner in a spin-off to Time
Warner stockholders. With the completion of the Time Separation, the Company disposed of the Time Inc. segment in its entirety. In
http://www.sec.gov/Archives/edgar/data/100240/000119312515206326/d930308d424b5.htm[5/29/2015 3:24:19 PM]

424B5
connection with the Time Separation, the Company received $1.4 billion from Time Inc., consisting of proceeds relating to Time Inc.'s
acquisition of the IPC publishing business in the U.K. from a wholly-owned subsidiary of Time Warner and a special dividend.
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 and
Warner Bros. Entertainment Inc.
HBO 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 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.

S-1
Table of Contents
The Offering
The following is a brief summary of 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 the "Description of the Debt
Securities and the Guarantees" section in the accompanying prospectus for a more detailed description of the securities offered hereby.

Issuer
Time Warner Inc.
Securities
$1,500,000,000 aggregate principal amount of 3.60% Notes due 2025
$600,000,000 aggregate principal amount of 4.85% Debentures due 2045
Maturity Dates
3.60% Notes: July 15, 2025
4.85% Debentures: July 15, 2045
Interest Payment Dates
January 15 and July 15 of each year, commencing January 15, 2016
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, in
whole or in part, at our option, at the applicable redemption prices described in
http://www.sec.gov/Archives/edgar/data/100240/000119312515206326/d930308d424b5.htm[5/29/2015 3:24:19 PM]

424B5
this prospectus supplement.
Use of Proceeds
We intend to use the proceeds from this offering for general corporate purposes,
which include share repurchases and the retirement at maturity of our outstanding
3.15% Notes due 2015. None of the proceeds from this offering will be used to
fund the Tender Offer (as defined below in "-- Recent Developments").
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
Risk Factors
Investment in the securities involves certain risks. You should carefully consider
the information under "Risk Factors" beginning on page S-4 of this prospectus
supplement, and other information included in or incorporated by reference into
this prospectus supplement and the accompanying prospectus before investing in
the securities.

S-2
Table of Contents
Recent Developments
On May 28, 2015, Time Warner commenced a tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding
5.875% Notes due 2016. As of March 31, 2015, the aggregate principal amount of the notes subject to the Tender Offer was $1.0 billion. The
closing of this offering is not conditioned on the consummation of the Tender Offer. The closing of the Tender Offer is not conditioned on the
consummation of this offering. None of the proceeds from this offering will be used to fund the Tender Offer.

S-3
Table of Contents
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, 2014, as updated
by annual, quarterly and other reports and documents we file with the SEC which are incorporated by reference into 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.
http://www.sec.gov/Archives/edgar/data/100240/000119312515206326/d930308d424b5.htm[5/29/2015 3:24:19 PM]

424B5
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 at least equally and ratably. 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.
We may redeem the securities at our option, which may adversely affect your return.
As described under "Description of the Notes and the Debentures -- Optional Redemption" in this prospectus supplement, we have the right
to redeem the securities at our option, in whole or in part, from time to time. We may choose to exercise this redemption right when prevailing
interest rates are relatively low. As a result, you may not be able to reinvest the redemption proceeds in a comparable security at an effective
interest rate as high as that of the securities.

S-4
Table of Contents
The securities will be unsecured and therefore will effectively be subordinated to any of our secured debt.
The securities will not be secured by any of our assets or those of our subsidiaries. As a result, the securities will be 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. As of March 31, 2015, we had no senior secured debt outstanding.
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, 2015, our non-guarantor subsidiaries had
approximately $233 million of outstanding indebtedness, including capital lease obligations.
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;

http://www.sec.gov/Archives/edgar/data/100240/000119312515206326/d930308d424b5.htm[5/29/2015 3:24:19 PM]

424B5

·
prevailing interest rates; and

·
the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2014.
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 in their sole discretion without providing any notice.

S-5
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for Time Warner is set forth below for the periods indicated. As we have no shares of preferred stock
outstanding as of the date of this prospectus supplement, no ratio of earnings to fixed charges and preferred dividends is presented.
For purposes of computing the ratio of earnings to fixed charges,

(a)
earnings were calculated by

(1)
adding:
(i) pretax income (loss) from continuing operations,
(ii) adjustments for equity earnings or losses of investee companies that are 50% or less owned on a voting basis, net of
cash distributions, and
(iii) fixed charges,

(2)
and subtracting:
(i) capitalized interest,

(b)
fixed charges consist of interest expense, capitalized interest and portions of rents representative of an interest factor from both

continuing and discontinued operations.
The ratio of earnings to fixed charges is earnings (as defined in (a) above) divided by fixed charges (as defined in (b) above).

Three
Months
Year
Year
Year
Year
Year
Ended
Ended
Ended
Ended
Ended
Ended
March 31, December 31, December 31, December 31, December 31, December 31,

2015

2014

2013

2012

2011

2010

(recast)

(recast)

(recast)

(recast)

Ratio of earnings to fixed charges(1)

4.7x
4.2x
4.6x
3.8x
3.7x
3.5x

(1)
As a result of the Time Separation, the financial information for the years ended December 31, 2013, 2012, 2011 and 2010 has been recast to
present the financial position and results of operations of the Company's former Time Inc. segment as discontinued operations.

S-6
Table of Contents
USE OF PROCEEDS
The net proceeds from this offering are estimated to be approximately $2,082,974,000, after deducting the underwriting discount and our
estimated offering expenses. We intend to use the net proceeds for general corporate purposes, which include share repurchases and the retirement
at maturity of our outstanding 3.15% Notes due 2015. None of the proceeds from this offering will be used to fund the Tender Offer.

S-7
http://www.sec.gov/Archives/edgar/data/100240/000119312515206326/d930308d424b5.htm[5/29/2015 3:24:19 PM]

424B5
Table of Contents
DESCRIPTION OF THE NOTES AND THE DEBENTURES
We will issue two separate series of securities under the indenture referred to in the accompanying prospectus. The following description of
the securities offered hereby and the related guarantees supplements the description of the general terms and provisions of the securities set forth
under "Description of the Debt Securities and the Guarantees" beginning on page 10 in the accompanying prospectus. This description replaces the
description of the securities in the accompanying prospectus, to the extent of any inconsistency.
Principal Amount; Maturity and Interest
We will issue in this offering $1,500,000,000 in aggregate principal amount of our 3.60% Notes due 2025 and $600,000,000 in aggregate
principal amount of our 4.85% Debentures due 2045. The notes will mature on July 15, 2025 and the debentures will mature on July 15, 2045.
We will pay interest on the notes at the rate of 3.60% per year and on the debentures at the rate of 4.85% per year, in each case semi-annually
in arrears on January 15 and July 15 of each year, beginning on January 15, 2016, to holders of record on the preceding January 1 and July 1,
respectively. If interest or principal is payable on a Saturday, Sunday or any other day when banks are not open for business in the City of New
York, we will make the payment on the next business day, and no interest will accrue as a result of the delay in payment. Interest will accrue from
June 4, 2015, and will accrue on the basis of a 360-day year consisting of twelve 30-day months.
In addition, we have the ability under the indenture to reopen the series of notes offered hereby and issue additional notes as part of such
series. The series of notes and any such additional notes issued as part of such series will be treated as a single series for all purposes under the
indenture, including waivers, amendments and redemptions, and any additional notes issued as part of the same series of notes offered hereby will
be fungible with such series of notes for United States Federal income tax purposes or will be issued under a separate CUSIP number. We also
have the ability under the indenture to reopen the series of debentures offered hereby and issue additional debentures as part of the same series. The
debentures and any such additional debentures will be treated as a single series for all purposes under the indenture, including waivers,
amendments and redemptions, and any additional debentures issued as part of the same series of debentures offered hereby will be fungible with
such series of debentures for United States Federal income tax purposes or will be issued under a separate CUSIP number.
Additional Information
See "Description of the Debt Securities and the Guarantees" in the accompanying prospectus for additional important information about, and
applicable to, the securities. That information includes:

·
additional information about the terms of the securities;

·
general information about the indenture and the trustee;

·
a description of certain covenants under the indenture; and

·
a description of events of default under the indenture.
Guarantees
Historic TW, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee to each holder of the
securities and to the trustee and its successors and assigns (1) the full and punctual payment of principal and interest on the securities when due,
whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of ours under the indenture (including
obligations to the trustee) and the securities and (2) the full and punctual performance within applicable grace periods of all

S-8
Table of Contents
other obligations of ours under the indenture and the securities. Such guarantees will constitute guarantees of payment, performance and
compliance and not merely of collection. Additionally, HBO and TBS will fully, irrevocably and unconditionally guarantee Historic TW's
guarantee of the securities under substantially the same terms as the guarantee of Historic TW of the securities.
We describe the terms of the guarantees in more detail under the heading "Description of the Debt Securities and the Guarantees --
http://www.sec.gov/Archives/edgar/data/100240/000119312515206326/d930308d424b5.htm[5/29/2015 3:24:19 PM]

424B5
Guarantees" in the accompanying prospectus.
Existing Indebtedness
At March 31, 2015, the aggregate principal amount of outstanding public debt securities of Time Warner and its subsidiaries was $22.031
billion. The following is a summary of the existing indebtedness (including capital lease obligations) of Time Warner, the Guarantors and other
subsidiaries of Time Warner, including the outstanding debt at Time Warner and the Guarantors, the revolving credit facilities at Time Warner and
the commercial paper program of Time Warner. Please see the information incorporated herein by reference for a further description of this
indebtedness as well as our and our subsidiaries' other indebtedness.
Time Warner
At March 31, 2015, the aggregate principal amount of outstanding public debt securities issued by Time Warner was $18.0 billion. Time
Warner also has senior unsecured revolving credit facilities consisting of two $2.5 billion revolving credit facilities, each with a maturity date of
December 18, 2019. At March 31, 2015, there were no borrowings outstanding, and there was less than $1.0 million in outstanding face amount of
letters of credit issued, under the revolving credit facilities. Time Warner also has a $5.0 billion commercial paper program. Commercial paper
issued by Time Warner under the program is supported by unsecured committed capacity under the revolving credit facilities. At March 31, 2015,
no commercial paper was outstanding under the commercial paper program. Time Warner also has $270 million of senior unsecured debt consisting
of two loans with maturity dates of June 3, 2015 and November 7, 2018, respectively, and a promissory note related to an acquisition by a former
subsidiary with a maturity date of December 31, 2017.
Guarantors
At March 31, 2015, the aggregate principal amount of outstanding public debt securities issued or assumed by Historic TW was $4.031
billion. HBO and TBS do not have any outstanding public debt securities. At March 31, 2015, Historic TW was the primary obligor or guarantor of
$22.031 billion of outstanding indebtedness (representing all of the public debt securities of Time Warner and its subsidiaries), HBO was a primary
obligor or guarantor of $20.067 billion of outstanding indebtedness (which includes $20.031 billion of the $22.031 billion of public debt securities
issued by Time Warner and its subsidiaries) and TBS was the primary obligor or guarantor of $22.043 billion of outstanding indebtedness (which
includes the $22.031 billion of public debt securities issued by Time Warner and its subsidiaries).
Other
At March 31, 2015, the aggregate principal amount of existing indebtedness (including capital lease obligations) of subsidiaries other than the
Guarantors was $233 million.
Release of Guarantors
The indenture for the securities provides that any Guarantor may be automatically released from its obligations if such Guarantor has no
outstanding Indebtedness For Borrowed Money (as defined in the accompanying prospectus), other than any other guarantee of Indebtedness For
Borrowed Money that will be released concurrently with the release of such guarantee. However, there is no covenant in the indenture that

S-9
Table of Contents
would prohibit any such Guarantor from incurring Indebtedness For Borrowed Money after the date such Guarantor is released from its guarantee.
In addition, although the indenture for the securities limits the overall amount of secured Indebtedness For Borrowed Money that can be incurred
by Time Warner and its subsidiaries without also securing the securities at least equally and ratably, it does not limit the amount of unsecured
indebtedness that can be incurred by Time Warner and its subsidiaries. Thus, there is no limitation on the amount of indebtedness that could be
structurally senior to the securities. See "Description of the Debt Securities and the Guarantees -- Guarantees" in the accompanying prospectus.
Ranking
The securities offered hereby will be our senior unsecured obligations, and will rank equally with our other senior unsecured obligations.
The guarantees of the securities will be senior unsecured obligations of Historic TW, HBO and TBS, as applicable, and will rank equally with all
other senior unsecured obligations of Historic TW, HBO and TBS, respectively.
Each of Time Warner, Historic TW, HBO and TBS is a holding company for other non-guarantor subsidiaries, and therefore the securities
and the guarantees of the securities will be effectively subordinated to all existing and future liabilities, including indebtedness, of such non-
http://www.sec.gov/Archives/edgar/data/100240/000119312515206326/d930308d424b5.htm[5/29/2015 3:24:19 PM]

Document Outline

#1">
- #1">