Obligation WarnerMedia 4.85% ( US887317AX33 ) en USD

Société émettrice WarnerMedia
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US887317AX33 ( en USD )
Coupon 4.85% par an ( paiement semestriel )
Echéance 14/07/2045



Prospectus brochure de l'obligation Warner Media US887317AX33 en USD 4.85%, échéance 14/07/2045


Montant Minimal 2 000 USD
Montant de l'émission 900 000 000 USD
Cusip 887317AX3
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's N/A
Prochain Coupon 15/01/2026 ( Dans 181 jours )
Description détaillée WarnerMedia était une société de médias et de divertissement américaine détenue par Warner Bros. Discovery, regroupant des actifs tels que HBO, Warner Bros. Pictures, CNN et Turner Broadcasting System.

Cet article détaille les caractéristiques d'une émission obligataire par Warner Media, un conglomérat américain majeur dans le secteur du divertissement et des médias, ayant notamment opéré dans la production cinématographique et télévisuelle ainsi que la diffusion; cette obligation, identifiée par le code ISIN US887317AX33 et le code CUSIP 887317AX3, a été émise aux États-Unis en dollars américains (USD), offrant un taux d'intérêt nominal de 4,85% avec des paiements effectués semi-annuellement et une maturité fixée au 14 juillet 2045, tandis que le prix actuel de négociation sur le marché est de 100% de sa valeur nominale, l'émission représentant une taille totale de 900 000 000 USD avec une taille minimale d'achat de 2 000 USD, et sa notation de crédit par l'agence Standard & Poor's (S&P) est BBB.







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424B5 1 d19513d424b5.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)
3.875% Notes due 2026

$600,000,000

99.951%

$599,706,000

$60,391
4.85% Debentures due 2045

$300,000,000

96.812%

$290,436,000

$29,247
Total




$89,638



(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)
$900,000,000

$600,000,000 3.875% Notes due 2026
$300,000,000 4.85% Debentures due 2045


The notes and the debentures offered hereby 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 offered hereby. We use the term
"notes" to refer to the 3.875% Notes due 2026 and the term "debentures" to refer to the 4.85% Debentures due 2045. Unless otherwise indicated, references in
this prospectus supplement to the debentures are references to the debentures offered hereby and the existing debentures (as defined below). We use the terms
"debt securities" and "securities" to refer to the notes and the debentures offered hereby together.
The notes will mature on January 15, 2026 and the debentures will mature on July 15, 2045. Interest on the notes will be payable semi-annually in arrears
on January 15 and July 15 of each year, beginning on July 15, 2016. Interest on the debentures 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 debentures offered hereby constitute an additional issuance of the $600,000,000 aggregate principal amount outstanding of our 4.85% Debentures due
2045 issued on June 4, 2015 (the "existing debentures") and will form a single series with the existing debentures for all purposes under the indenture. The
debentures offered hereby will have the same terms and CUSIP number as, and will trade interchangeably with, the existing debentures immediately upon
settlement. Upon completion of this offering, the aggregate principal amount outstanding of our 4.85% Debentures due 2045 will be $900,000,000.
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 notes and there is no assurance that an active
trading market for the notes or the debentures will exist at any time.


Investing in the securities involves risks. See "Risk Factors" beginning on page S-4 of this prospectus supplement.

Proceeds Before
Public Offering
Underwriting
Expenses to


Price


Discount

Time Warner
Per Note due 2026


99.951%

0.450%

99.501%
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Total

$ 599,706,000(1)
$ 2,700,000
$
597,006,000
Per Debenture due 2045


96.812%

0.875%

95.937%
Total

$ 290,436,000(2)
$ 2,625,000
$
287,811,000

(1) Plus accrued interest from November 20, 2015, if settlement occurs after that date.
(2) Plus accrued interest of $6,709,166.67 from June 4, 2015 to the date of delivery. All such pre-issuance accrued interest from June 4, 2015 will be paid by
purchasers of the debentures offered hereby. On January 15, 2016, we will pay this pre-issuance accrued interest to holders of the debentures offered
hereby who are holders of record on January 1, 2016, along with accrued interest from the date of delivery to January 15, 2016.
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 November 20, 2015 against payment in immediately available funds.


Joint Book-Running Managers

Barclays

Citigroup

Deutsche Bank Securities

J.P. Morgan

BNP PARIBAS

Credit Agricole CIB

Mizuho Securities
Morgan Stanley

SMBC Nikko

SOCIETE GENERALE
Senior Co-Managers

BNY Mellon Capital Markets, LLC

BofA Merrill Lynch

Credit Suisse
Lebenthal Capital Markets


Lloyds Securities


MUFG


Ramirez & Co., Inc.
RBS


Santander


Scotiabank


Wells Fargo Securities
The date of this Prospectus Supplement is November 17, 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
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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

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.
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);

·
Quarterly reports on Form 10-Q for the quarters ended March 31, 2015 (filed April 29, 2015), June 30, 2015 (filed August 5, 2015) and

September 30, 2015 (filed November 4, 2015); and

·
Current reports on Form 8-K dated March 16, 2015 (filed March 17, 2015), May 28, 2015 (filed May 28, 2015 and relating to the

computation of the ratio of earnings to fixed charges), May 28, 2015 (filed June 2, 2015), June 19, 2015 (filed June 24, 2015), July 21,
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2015 (filed July 24, 2015) and November 17, 2015 (filed November 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
connection with the Time Separation, the Company received $1.4 billion from Time Inc., consisting of proceeds relating to Time Inc.'s
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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

$600,000,000 aggregate principal amount of 3.875% Notes due 2026
$300,000,000 aggregate principal amount of 4.85% Debentures due 2045

The debentures offered hereby constitute an additional issuance of, will form a
single series with, will have the same terms and CUSIP number as, and will trade
interchangeably with, the $600,000,000 aggregate principal amount of 4.85%
Debentures due 2045 issued by us on June 4, 2015 (the "existing debentures" and,
together with the debentures offered hereby, the "debentures"). Upon completion
of this offering, the aggregate principal amount outstanding of the debentures will

be $900,000,000.
Maturity Dates

3.875% Notes: January 15, 2026

4.85% Debentures: July 15, 2045
Interest Payment Dates
3.875% Notes: Semi-annually in arrears on January 15 and July 15 of each year,
commencing July 15, 2016.

4.85% Debentures: Interest on the debentures offered hereby will accrue from
June 4, 2015 and is payable semi-annually in arrears on January 15 and July 15 of
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each year, commencing January 15, 2016. The initial interest payment on
January 15, 2016 to holders of record on January 1, 2016 of the debentures offered
hereby will be the same per debenture as the interest paid on January 15, 2016 to
holders of record on January 1, 2016 of the existing debentures. All pre-issuance
accrued interest from June 4, 2015 to the date of delivery will be paid by

purchasers of the debentures offered hereby.
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.


S-2
Table of Contents
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

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

purposes.
No Listing
We have not applied, and 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-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.
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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 notes will be rated by at least one nationally recognized statistical rating organization. The ratings of the securities
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 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 September 30, 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 September 30, 2015, our non-guarantor subsidiaries had
approximately $16 million of outstanding indebtedness, including capital lease obligations.
An active trading market may not exist or 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.
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The notes are a new issue of securities and there is no established trading market for the notes. We have not applied, and 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 exist or 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, 2014.
We have been advised by the underwriters that they intend to make a market for the notes and the debentures, but they have no obligation to
do so and may discontinue market-making at any time in their sole discretion without providing any notice. There is no assurance that an active
trading market for the notes or the debentures will exist at any time.

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).

Nine
Months
Year
Year
Year
Year
Year
Ended
Ended
Ended
Ended
Ended
Ended
September 30,
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)


4.9x

4.2x

4.6x

3.8x

3.7x

3.5x

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(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 $883,817,000, after deducting the underwriting discount and our
estimated offering expenses and excluding pre-issuance accrued interest from June 4, 2015 to the date of delivery that will be paid by purchasers of
the debentures offered hereby. We intend to use the net proceeds for general corporate purposes.

S-7
Table of Contents
DESCRIPTION OF THE NOTES AND THE DEBENTURES
We will issue the notes and the debentures offered hereby 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 $600,000,000 in aggregate principal amount of our 3.875% Notes due 2026 and $300,000,000 in aggregate
principal amount of our 4.85% Debentures due 2045. The notes will mature on January 15, 2026 and the debentures will mature on July 15, 2045.
The debentures offered hereby constitute an additional issuance of our outstanding 4.85% Debentures due 2045 issued on June 4, 2015 (the
"existing debentures") and will form a single series with the existing debentures for all purposes under the indenture, including waivers,
amendments and redemptions. The debentures offered hereby will have the same terms and CUSIP number as, and will trade interchangeably with,
the existing debentures immediately upon settlement. Upon completion of this offering, the aggregate principal amount outstanding of the
debentures will be $900,000,000. Unless otherwise indicated, for all purposes of the indenture and this "Description of the Notes and the
Debentures," references to the debentures are references to the debentures offered hereby and the existing debentures, which together constitute a
single series of debentures.
We will pay interest on the notes at the rate of 3.875% per year, semi-annually in arrears on January 15 and July 15 of each year, beginning
on July 15, 2016, to holders of record on the preceding January 1 and July 1, respectively. Interest on the notes will accrue from November 20,
2015.
We will pay interest on the debentures at the rate of 4.85% per year, 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. Interest on the debentures offered hereby
will accrue from June 4, 2015. All pre-issuance accrued interest from June 4, 2015 to the date of delivery will be paid by purchasers of the
debentures offered hereby and the initial interest payment to holders of the debentures offered hereby will be the same per debenture as the interest
paid on January 15, 2016 to holders of record on January 1, 2016 of the existing debentures. On January 15, 2016, we will pay such pre-issuance
accrued interest to holders of the debentures offered hereby who are holders of record on January 1, 2016, along with accrued interest from the
date of delivery of the debentures offered hereby to January 15, 2016.
If interest or principal on the securities 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 on the
securities 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
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have the ability under the indenture to reopen the debentures 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 will be fungible with such series of debentures for United States
Federal income tax purposes or will be issued under a separate CUSIP number.

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Table of Contents
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 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 --
Guarantees" in the accompanying prospectus.
Existing Indebtedness
At September 30, 2015, the aggregate principal amount of outstanding public debt securities of Time Warner and its subsidiaries was
$22.923 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 September 30, 2015, the aggregate principal amount of outstanding public debt securities issued by Time Warner was $18.892 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 September 30, 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
September 30, 2015, no commercial paper was outstanding under the commercial paper program. Time Warner also has $169 million of senior
unsecured debt consisting of a loan with a maturity date of November 7, 2018 and a promissory note related to an acquisition by a former
subsidiary with a maturity date of December 31, 2017.
Guarantors
At September 30, 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.

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