Obligation WarnerMedia 3.8% ( US887317BB04 ) en USD

WarnerMedia

97.1349 % ▼

Etats-unis

US887317BB04 ( en USD )

3.8% par an ( paiement semestriel )

14/02/2027

Prospectus brochure de l'obligation Warner Media US887317BB04 en USD 3.8%, échéance 14/02/2027

887317BB0

BB ( Spéculatif )

15/02/2026 ( Dans 7 jours )

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.

L'Obligation émise par WarnerMedia ( Etats-unis ) , en USD, avec le code ISIN US887317BB04, paye un coupon de 3.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2027
L'Obligation émise par WarnerMedia ( Etats-unis ) , en USD, avec le code ISIN US887317BB04, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Form 424(b)(5)
424B5 1 d289269d424b5.htm FORM 424(B)(5)
Table of Contents
Filed Pursuant to Rule 424(B)(5)
Registration No. 333-209704
CALCULATION OF REGISTRATION FEE
Title of each Class
Maximum
of Securities to be
Amount to be
Maximum
Aggregate
Amount of
Registered

Registered

Offering Price

Offering Price
Registration Fee(1)
3.80% Notes due 2027

$1,500,000,000
99.615%
$1,494,225,000
$173,180.68
(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 25, 2016)

$1,500,000,000 3.80% Notes due 2027

The 3.80% Notes due 2027 (the "notes") 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.
The notes will mature on February 15, 2027. Interest on the notes will be payable semi-annually in arrears on February 15 and August 15 of
each year, beginning on August 15, 2017. We may redeem some or all of the notes 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 -- Optional Redemption."
The notes 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 notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus
supplement.

Proceeds Before
Public Offering
Underwriting
Expenses to

Price(1)

Discount

Time Warner
Per Note due 2027

99.615%

0.450%

99.165%
Total

$1,494,225,000
$ 6,750,000
$1,487,475,000

(1)
Plus accrued interest from December 8, 2016, 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.
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Form 424(b)(5)
Delivery of the notes 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 December 8, 2016 against payment in immediately available funds. Purchasers of the notes should note that
trading of the notes may be affected by the T+7 settlement. See "Underwriting" beginning on page S-21 of this prospectus supplement.

Joint Book-Running Managers

Barclays

Citigroup
Mizuho Securities
Wells Fargo Securities
BNP PARIBAS

Credit Agricole CIB

Morgan Stanley
RBS

Santander

SMBC Nikko

SOCIETE GENERALE
Senior Co-Managers

BNY Mellon Capital Markets, LLC

BofA Merrill Lynch

Credit Suisse
Deutsche Bank Securities

J.P. Morgan

MUFG
Ramirez & Co., Inc.

Scotiabank

Siebert Cisneros Shank & Co., L.L.C.
The date of this Prospectus Supplement is November 29, 2016
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-5
Ratio of Earnings to Fixed Charges
S-7
Use of Proceeds
S-8
Description of the Notes
S-9
Material U.S. Federal Income Tax Consequences
S-16
Underwriting
S-21
Legal Matters
S-26
Experts
S-26
PROSPECTUS

About This Prospectus

1
Where You Can Find More Information

1
Incorporation by Reference

2
Statements Regarding Forward-Looking Information

3
The Company

4
Risk Factors

5
Ratio of Earnings to Fixed Charges

5
Use of Proceeds

6
Description of the Debt Securities and the Guarantees

6
Description of the Capital Stock

17
Description of the Warrants

19
Plan of Distribution

21
Legal Matters

23
Experts

23
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Form 424(b)(5)
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 notes 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 notes 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 notes will be made against payment therefor on or about the date specified on the cover page of this
prospectus supplement, which is the seventh business day following the date of pricing of the notes (such settlement cycle being referred to as
"T+7"). You should note that trading of the notes on the date of pricing or on the next three succeeding business days may be affected by the T+7
settlement. See "Underwriting" beginning on page S-21 of this prospectus supplement.
We have not authorized anyone to provide any information or to make any representation other than those contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus that we have prepared. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. 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.
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 notes 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 notes 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-21 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, 2015 (filed February 25, 2016);

·
Quarterly reports on Form 10-Q for the quarters ended March 31, 2016 (filed May 4, 2016), June 30, 2016 (filed August 3, 2016) and

September 30, 2016 (filed November 2, 2016); and

·
Current reports on Form 8-K, dated January 7, 2016 (filed January 7, 2016), January 28, 2016 (filed February 2, 2016), May 5, 2016

(filed May 5, 2016), May 5, 2016 (filed May 9, 2016), June 17, 2016 (filed June 23, 2016), October 22, 2016 (filed October 24, 2016)
and November 29, 2016 (filed November 29, 2016).
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Form 424(b)(5)
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
We have not authorized anyone to provide any information or to make any representation other than those contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or in any applicable free writing prospectus that we have prepared. We take
no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an
offer of the notes 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 notes. To understand us
and the sale of the notes 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 and over-the-top ("OTT") services domestically and premium

pay, basic tier television and OTT services internationally; and

·
Warner Bros., consisting principally of television, feature film, home video and videogame production and distribution.
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
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Form 424(b)(5)
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 multichannel
premium pay television services, HBO and Cinemax, and the HBO NOW OTT service domestically and premium pay, basic tier television
and OTT services internationally. 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 a portfolio of cable
television networks and related properties that offer programming on television and digital platforms 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 notes offering and is not intended to be complete. You should carefully
read the "Description of the Notes" 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 notes offered hereby.

Issuer
Time Warner Inc.
Securities
$1,500,000,000 aggregate principal amount of 3.80% Notes due
2027
Maturity Date
February 15, 2027
Interest Payment Dates
Semi-annually in arrears on February 15 and August 15 of each
year, commencing August 15, 2017
Guarantees
The notes 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 notes.
Ranking
The notes 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 notes 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, including the repayment of indebtedness.
No Listing
We do not intend to apply for the listing of the notes on any
securities exchange or for the quotation of the notes on any
automated dealer quotation system.
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Form 424(b)(5)
Trustee
The Bank of New York Mellon
Risk Factors
Investment in the notes involves certain risks. You should
carefully consider the information under "Risk Factors" beginning
on page S-5 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 notes.

S-2
Table of Contents
Recent Developments
Tender Offer
On November 29, 2016, Time Warner commenced tender offers to purchase the following series of outstanding debentures, in order of
priority from the highest priority to the lowest priority:

·
its outstanding 7.700% Debentures due 2032 (the "2032 Debentures");

·
its outstanding 7.625% Debentures due 2031 (the "2031 Debentures");

·
its outstanding 6.500% Debentures due 2036 (the "2036 Debentures");

·
the outstanding 6.625% Debentures due 2029 of Historic TW (the "2029 Debentures");

·
the outstanding 9.150% Debentures due 2023 of Historic TW (as successor by merger to Time Warner Companies, Inc.) (the "2023

Debentures");

·
the outstanding 6.950% Debentures due 2028 of Historic TW (as successor by merger to Time Warner Companies, Inc.) (the "2028

Debentures"); and

·
the outstanding 7.570% Debentures due 2024 of Historic TW (as successor by merger to Time Warner Companies, Inc.) (the "2024

Debentures" and, together with the 2032 Debentures, the 2031 Debentures, the 2036 Debentures, the 2029 Debentures, the 2023
Debentures and the 2028 Debentures, the "Tender Debentures").
We refer to the offers to purchase the Tender Debentures, as amended in accordance with the terms of such offers, as the "Tender
Offers." Our obligation to accept for purchase, based on the order of priority, and to pay for Tender Debentures that are validly tendered and
not validly withdrawn is limited to as many of the Tender Debentures as we can purchase up to (i) $3,000,000,000 aggregate principal amount
of the Tender Debentures subject to the Tender Offers and (ii) an aggregate purchase price of no more than $4,000,000,000 for the Tender
Debentures subject to the Tender Offers (as such amounts may be increased or decreased by Time Warner as described in the Offer to
Purchase relating to the Tender Offers).
This prospectus supplement is not an offer to purchase any of the Tender Debentures. We cannot assure you that we will purchase any of
the Tender Debentures on the terms we describe in this prospectus supplement or at all. The closing of this offering is not conditioned on the
consummation of the Tender Offers. The closing of the Tender Offers is not conditioned on the consummation of this offering.
AT&T and Time Warner Merger Agreement
On October 22, 2016, Time Warner entered into an Agreement and Plan of Merger (the "Merger Agreement") with AT&T Inc.
("AT&T"), pursuant to which Time Warner will combine with AT&T in a stock-and-cash transaction (the "Merger"). The Merger Agreement
has been approved unanimously by the boards of directors of both companies. Subject to the conditions in the Merger Agreement, upon
consummation of the Merger, Time Warner's stockholders will receive per share consideration consisting of $53.75 in cash and a specified
number of shares of AT&T stock, as set forth in the Merger Agreement and determined by reference to the average of the volume weighted
averages of the trading price of AT&T common stock on the New York Stock Exchange ("NYSE"), on each of the 15 consecutive NYSE
trading days ending on and including the trading day that is three trading days prior to the closing of the Merger (the "Average Stock Price").
The stock portion of the per share consideration will be subject to a collar such that if the Average Stock Price is between $37.411 and
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Form 424(b)(5)
$41.349, Time Warner stockholders will receive shares of AT&T stock equal to $53.75 in value. If the Average Stock Price is below $37.411,
Time Warner's stockholders will receive 1.437 AT&T shares. If the Average Stock Price is above $41.349, Time Warner stockholders will
receive 1.300 AT&T shares. The Merger is subject to approval by Time Warner stockholders and the receipt of certain antitrust and other
required

S-3
Table of Contents
regulatory consents. The Merger is expected to close before year-end 2017. Should Time Warner terminate the Merger Agreement in
specified circumstances, including in order to consummate a competing transaction, Time Warner will be required to pay AT&T a termination
fee equal to $1.725 billion.
We cannot assure you that the Merger will be completed on the terms described in this prospectus supplement or the documents
incorporated by reference herein, or at all. The closing of this offering is not conditioned on the consummation of the Merger. Accordingly, the
notes sold in this offering will remain outstanding, even if the Merger does not occur, and we will not have any obligation to offer to
repurchase any or all of the notes sold in this offering.
For additional and more detailed information regarding the Merger and the risks relating thereto, please see our Current Report on Form
8-K relating to the Merger filed with the SEC on October 24, 2016 and the exhibits filed therewith, and the discussion under the caption "Risk
Factors" included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 2, 2016,
both of which are incorporated by reference herein. See "Incorporation by Reference." Additionally, more information regarding the Merger is
available in the Registration Statement on Form S-4 filed by AT&T with the SEC on November 18, 2016.

S-4
Table of Contents
RISK FACTORS
Investing in the notes involves risks. Before purchasing any notes, 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, 2015 and our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2016, as updated by annual, quarterly and other reports and documents we file with the SEC that
are incorporated by reference into this prospectus supplement and the accompanying prospectus.
Risks Related to the Notes
An increase in interest rates could result in a decrease in the relative value of the notes.
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 notes and market interest rates increase, the market value of your notes may
decline. We cannot predict the future level of market interest rates.
Ratings of the notes may not reflect all risks of an investment in the notes.
We expect that the notes will be rated by at least one nationally recognized statistical rating organization. The ratings of the notes 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 notes. These ratings do not correspond to suitability for a particular investor. Additionally, ratings
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Form 424(b)(5)
may be lowered or withdrawn in their entirety at any time.
The notes do not restrict our ability to incur additional debt or prohibit us from taking other actions that could negatively impact holders
of the notes.
We are not restricted under the terms of the indenture governing the notes from incurring additional indebtedness. The terms of the indenture
limit our ability to secure additional debt without also securing the notes 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 notes 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 notes when due.
Our financial performance and other factors could adversely impact our ability to make payments on the notes.
Our ability to make scheduled payments with respect to our indebtedness, including the notes, will depend on our financial and operating
performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond our control.
We may redeem the notes at our option, which may adversely affect your return.
As described under "Description of the Notes -- Optional Redemption" in this prospectus supplement, we have the right to redeem the notes
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
notes.

S-5
Table of Contents
The notes will be unsecured and therefore will effectively be subordinated to any of our secured debt.
The notes will not be secured by any of our assets or those of our subsidiaries. As a result, the notes 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 notes. As of
September 30, 2016, we had no senior secured debt outstanding.
The notes are effectively subordinated to the liabilities of our non-guarantor subsidiaries.
The notes 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, 2016, our non-guarantor subsidiaries had
approximately $10 million of outstanding indebtedness, including capital lease obligations.
An active trading market may not develop for the notes, which could adversely affect the price of the notes in the secondary market and
your ability to resell the notes should you desire to do so.
The notes are a new issue of securities and there is no established trading market for the notes. We do not intend to apply to list the notes 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 notes may not develop, in which case the market price
and liquidity of the notes may be adversely affected.
In addition, you may not be able to sell your notes at a particular time or at a price favorable to you. Future trading prices of the notes 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 notes;

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Form 424(b)(5)

·
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, 2015 and in our Quarterly Report on

Form 10-Q for the quarter ended September 30, 2016.
We have been advised by the underwriters that they intend to make a market for the notes, 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 are no commitments in the Merger Agreement with AT&T to guarantee or cause to remain outstanding any of our outstanding
debt securities, including the notes.
If the Merger is consummated, we will become a wholly-owned subsidiary of AT&T. While AT&T may elect to provide a guarantee of any
or all of our outstanding debt securities (including the notes), and we may elect to provide a guarantee of any or all of AT&T's outstanding debt
securities, there is no legal, regulatory, contractual or other obligation to do so. We also cannot assure you that the notes or our other outstanding
debt securities will remain outstanding after the Merger is consummated.

S-6
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. Because there are 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,

2016

2015

2014

2013

2012

2011

Ratio of earnings
to fixed charges

5.2x

4.6x

4.2x

4.6x

3.8x

3.7x

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Form 424(b)(5)
USE OF PROCEEDS
The net proceeds from this offering are estimated to be approximately $1,486,475,000, after deducting the underwriting discount and our
estimated offering expenses. We intend to use the net proceeds for general corporate purposes, including the repayment of indebtedness.

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DESCRIPTION OF THE NOTES
We will issue the notes under the indenture referred to in the accompanying prospectus. The following description of the notes offered hereby
and the related guarantees supplements the description of the general terms and provisions of the debt securities and related guarantees set forth
under "Description of the Debt Securities and the Guarantees" beginning on page 6 in the accompanying prospectus. This description replaces the
description of the debt securities and related guarantees 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 3.80% Notes due 2027. The notes will mature
on February 15, 2027. The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
We will pay interest on the notes at the rate of 3.80% per year, semi-annually in arrears on February 15 and August 15 of each year,
beginning on August 15, 2017, to holders of record on the preceding February 1 and August 1, respectively.
If interest or principal on the notes 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 notes
will accrue from December 8, 2016, 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.
Additional Information
See "Description of the Debt Securities and the Guarantees" in the accompanying prospectus for additional important information about, and
applicable to, the notes and related guarantees. That information includes:

·
additional information about the terms of the notes and related guarantees;

·
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 notes
and to the trustee and its successors and assigns (1) the full and punctual payment of principal and interest on the notes 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 notes and (2) the full and punctual performance within applicable grace periods of all other obligations of ours under the indenture
and the notes. 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 notes under substantially the same terms as
Historic TW's guarantee of the notes.

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