Filed pursuant to Rule 424(b)(5)
Registration No: 333-138498

CALCULATION OF REGISTRATION FEE

						Proposed Maximum				Proposed Maximum
Title of Each Class of		Amount to be				Offering Price Per				Aggregate Offering				Amount of
Securities to be Registered		Registered				Unit(1)				Price				Registration Fee
Notes due 2009		$	2,000,000,000				100	%		$	2,000,000,000			$	214,000
Notes due 2011		$	1,000,000,000				99.922	%		$	999,220,000			$	106,917
Notes due 2016		$	1,000,000,000				99.507	%		$	995,070,000			$	106,472
Debentures due 2036		$	1,000,000,000				99.921	%		$	999,210,000			$	106,915

Filed Pursuant to Rule 424(b)(5)

File No.: 333-138498

 

PROSPECTUS SUPPLEMENT

(To Prospectus Dated November 8, 2006)

 

$5,000,000,000

 

 

$2,000,000,000 Floating Rate Notes due 2009

$1,000,000,000 5.50% Notes due 2011

$1,000,000,000 5.875% Notes due 2016

$1,000,000,000 6.50% Debentures due 2036

 

 

The notes and the debentures will be issued by Time Warner Inc. The notes and the debentures will be guaranteed by TW AOL Holdings Inc. and Historic TW Inc. In addition, Time Warner Companies, Inc. and Turner Broadcasting System, Inc. will guarantee Historic TW Inc.’s guarantee of the securities. We use the terms “debt securities” and “securities” to refer to all three series of notes and the debentures.

 

The Floating Rate Notes due 2009 will mature on November 13, 2009, the 5.50% Notes due 2011 will mature on November 15, 2011, the 5.875% Notes due 2016 will mature on November 15, 2016 and the 6.50% Debentures due 2036 will mature on November 15, 2036. Interest on the Floating Rate Notes due 2009 will be payable quarterly in arrears on February 13, May 13, August 13, and November 13, beginning on February 13, 2007. Interest on the 5.50% Notes due 2011, the 5.875% Notes due 2016 and the 6.50% Debentures due 2036 will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2007.

 

We may redeem some or all of the 5.50% Notes due 2011, the 5.875% Notes due 2016 or the 6.50% Debentures due 2036 at any time or from time to time, as a whole or in part at our option. We describe the redemption prices under the heading “Description of the Notes and the Debentures — Optional Redemption” on page S-8.

 

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

 

 

 

Interest on the securities will accrue from November 13, 2006.

 

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 13, 2006, against payment in immediately available funds.

 

 

Joint Book-Running Managers

 

 

Co-Lead Managers

 

 

Senior Co-Managers

 

 

Co-Managers

 

 

 

The date of this Prospectus Supplement is November 8, 2006

 

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

 

 

Under the terms and subject to the conditions contained in an underwriting agreement dated as of November 8, 2006, the underwriters named below, for whom Banc of America Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp. and Greenwich Capital Markets, Inc. are acting as representatives, have severally agreed to purchase, and we have agreed to sell to them, severally, the respective principal amounts of securities set forth opposite their respective names below:

 

 

The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the securities are subject to the approval of certain legal matters by their counsel and to certain

 

P R O S P E C T U S

 

 

 

Debt Securities

 

 

Preferred Stock

 

 

Common Stock

 

 

Warrants

 

 

This prospectus contains a general description of the securities which we may offer for sale. The specific terms of the securities will be contained in one or more supplements to this prospectus. Read this prospectus and any supplement carefully before you invest.

 

The securities will be issued by Time Warner Inc. The debt securities will be fully, irrevocably and unconditionally guaranteed on an unsecured basis by each of TW AOL Holdings Inc. and Historic TW Inc.; and Time Warner Companies, Inc. and Turner Broadcasting System, Inc. will fully, irrevocably and unconditionally guarantee on an unsecured basis Historic TW Inc.’s guarantee of the debt securities. See “Description of the Debt Securities and the Guarantees.”

 

The common stock of Time Warner Inc. is listed on the New York Stock Exchange under the trading symbol “TWX.”

 

 

 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

 

The date of this prospectus is November 8, 2006.

 

TABLE OF CONTENTS

 

 

 

 

To understand the terms of the securities offered by this prospectus, you should carefully read this prospectus and any prospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on Time Warner Inc. and its financial statements. Certain capitalized terms used in this prospectus are defined elsewhere in this prospectus.

 

This prospectus is part of a registration statement that Time Warner Inc., a Delaware corporation, which is also referred to as “Time Warner,” “our company,” “we,” “us” and “our,” has filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration procedure. Under this procedure, Time Warner may offer and sell from time to time, any of the following securities, in one or more series:

 

 

The securities may be sold for U.S. dollars, foreign-denominated currency or currency units. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign-denominated currency or currency units as specified in the prospectus supplement.

 

This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the securities being offered. The prospectus supplement may also add, update or change information contained in this prospectus.

 

The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement.

 

We may sell securities to underwriters who will sell the securities to the public on terms fixed at the time of sale. In addition, the securities may be sold by us directly or through dealers or agents designated from time to time, which agents may be affiliates of ours. If we, directly or through agents, solicit offers to purchase the securities, we reserve the sole right to accept and, together with our agents, to reject, in whole or in part, any offer.

The prospectus supplement will also contain, with respect to the securities being sold, the names of any underwriters, dealers or agents, together with the terms of offering, the compensation of any underwriters and the net proceeds to us.

 

Any underwriters, dealers or agents participating in the offering may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended, which we refer to in this prospectus as the “Securities Act.”

 

Time Warner files annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain such SEC filings from the SEC’s website at http://www.sec.gov. You can also read and copy these materials at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330. You can also obtain information about Time Warner at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. TW AOL Holdings Inc., Historic TW Inc., Time Warner Companies, Inc. and Turner Broadcasting System, Inc. do not file separate reports, proxy statements or other information with the SEC under the Securities Exchange Act of 1934, as amended, which we refer to in this prospectus as the “Exchange Act.”

 

As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available through the SEC’s website or at its public reference room.

 

The SEC allows us to “incorporate by reference” information Time Warner has 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 Time Warner files 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:

 

 

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 Exchange Act from the date of this prospectus until the termination of the offering under this prospectus shall be deemed to be incorporated in this prospectus by reference. The information contained on our website (http://www.timewarner.com) is not incorporated into this prospectus.

 

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” or, at no cost, by writing or telephoning Time Warner at the following address:

 

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

 

You should rely only on the information contained or incorporated by reference in this prospectus, the prospectus supplement and any pricing supplement. We have not authorized any person, including any salesman or broker, to provide information other than that provided in this prospectus, the prospectus supplement or any pricing supplement. We 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, the prospectus supplement and any pricing supplement is accurate only as of the date on its cover page and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This prospectus contains such “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements may be made directly in this prospectus referring to us and they may also be made a part of this prospectus by reference to other documents filed with the SEC, which is known as “incorporation by reference.”

 

Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. All forward-looking statements are management’s present expectations of

future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Actual results may vary materially from those described in the forward-looking statements due to a variety of factors. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus or the date of the document incorporated by reference in this prospectus. None of Time Warner, TW AOL Holdings Inc., Historic TW Inc., Time Warner Companies, Inc. or Turner Broadcasting System, Inc. is under any obligation, and each expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Various factors could adversely affect the operations, business or financial results of Time Warner or its business segments in the future and cause Time Warner’s actual results to differ materially from those contained in the forward-looking statements, including those factors referred to under “Risk Factors” or otherwise discussed in the 2005 Form 10-K, the March 2006 Form 10-Q, the June 2006 Form 10-Q, the September 2006 Form 10-Q and in Time Warner’s other filings made from time to time with the SEC after the date of the registration statement of which this prospectus is a part. In addition, Time Warner operates in highly competitive, consumer and technology-driven and rapidly changing media, entertainment, interactive services and cable businesses. These businesses are affected by government regulation, economic, strategic, political and social conditions, consumer response to new and existing products and services, technological developments and, particularly in view of new technologies, the continued ability to protect intellectual property rights. Time Warner’s actual results could differ materially from management’s expectations because of changes in such factors.

 

Further, for Time Warner generally, lower than expected valuations associated with the cash flows and revenues at Time Warner’s segments may result in Time Warner’s inability to realize the value of recorded intangibles and goodwill at those segments. In addition, achieving our financial objectives, including growth in operations, maintaining financial ratios and a strong balance sheet, could be adversely affected by the factors referred to under “Risk Factors” or otherwise discussed in detail in Item 1A, “Risk Factors,” in the 2005 Form 10-K, the March 2006 Form 10-Q, the June 2006 Form 10-Q and the September 2006 Form 10-Q, incorporated by reference herein, as well as:

 

 

For our AOL business, actual results could differ materially from management’s expectations due to the factors referred to under “Risk Factors” or otherwise discussed in detail in Item 1A, “Risk Factors,” in the 2005 Form 10-K, the March 2006 Form 10-Q, the June 2006 Form 10-Q and the September 2006 Form 10-Q, incorporated by reference herein, as well as the risks relating to changes in U.S. and international regulatory environments affecting interactive services.

 

For our cable business, actual results could differ materially from management’s expectations due to the factors referred to under “Risk Factors” or otherwise discussed in detail in Item 1A, “Risk Factors,” in the 2005 Form 10-K, the March 2006 Form 10-Q, the June 2006 Form 10-Q and the September 2006 Form 10-Q, incorporated by reference herein, as well as:

 

 

 

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the documents that we have filed with the SEC, including quarterly reports on Form 10-Q, our most recent annual report on Form 10-K, current reports on Form 8-K and proxy statements on Form DEF 14A.

 

All subsequent forward-looking statements attributable to us, TW AOL Holdings Inc., Historic TW Inc., Time Warner Companies, Inc. or Turner Broadcasting System, Inc. or any person acting on our or their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

 

Time Warner

 

Time Warner is a leading media and entertainment company. Time Warner classifies its operations into five reportable segments:

 

 

The following chart shows the corporate organization of Time Warner and its direct and indirect ownership interests in its principal subsidiaries. This chart does not show all subsidiaries, including certain intermediary subsidiaries. It is included in order to help illustrate the guarantee structures of Time Warner indebtedness discussed below.

 

 

The following is a brief description of Time Warner and the Guarantors:

 

Time Warner Inc.

 

Time Warner Inc. (“Time Warner”) is the issuer of the securities to be offered by this prospectus. Prior to October 16, 2003, it was known as AOL Time Warner Inc. Time Warner is a holding company that derives its operating income and cash flow from its investments in its subsidiaries, which include the Guarantors (as defined below) of the New Parent Debt Securities (as defined below). Its principal executive office, and that of its subsidiaries except as noted below, is located at One Time Warner Center, New York, NY 10019-8016, telephone (212) 484-8000.

 

Historic Time Warner Inc.

 

Historic TW Inc. (“Historic TW”) is a wholly owned subsidiary of Time Warner. Prior to October 16, 2003, it was named Time Warner Inc. Historic TW is a holding company with the same business interests as Time Warner, except it does not have an ownership interest in AOL LLC’s interactive services businesses. It derives its operating income and cash flow from its investments in its subsidiaries, which include Time Warner Companies, Inc. and Turner Broadcasting System, Inc.

 

TW AOL Holdings Inc.

 

TW AOL Holdings Inc. (“TW AOL”), a Virginia corporation, is a wholly owned subsidiary of Time Warner. It derives its operating income and cash flow from its principal operating subsidiary, AOL LLC. AOL LLC operates a leading network of web brands and the largest Internet access subscription service in the United States.

 

TW AOL was formed as a holding company for the AOL business in connection with an investment by Google Inc. in the AOL business in April 2006. At that time, America Online, Inc. was converted to a Delaware limited liability company and its name was changed to AOL LLC. Google Inc. acquired a 5% interest in TW AOL’s direct subsidiary, AOL Holdings LLC (the “Google Investment”). AOL LLC is a wholly owned subsidiary of AOL Holdings LLC.

Time Warner Companies, Inc.

 

Time Warner Companies, Inc. (“TWCI”) is a wholly owned, indirect subsidiary of Time Warner. It is a holding company with interests in publishing, cable systems, networks and filmed entertainment. Its direct and indirect subsidiaries include Warner Bros., Home Box Office, Inc., Time Inc., Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.

 

Turner Broadcasting System, Inc.

 

Turner Broadcasting System, Inc. (“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 and the New Line filmed entertainment business. The principal executive office of TBS is located at One CNN Center, Atlanta, GA 30303, telephone (404) 827-1500.

 

Guarantee Structure for Debt Securities

 

The debt securities to be offered pursuant to this prospectus and any applicable prospectus supplement (the “New Parent Debt Securities”) will be fully, irrevocably and unconditionally guaranteed by Historic TW and TW AOL. In addition, TWCI and TBS will fully, irrevocably and unconditionally guarantee the obligations of Historic TW under its guarantee of the New Parent Debt Securities. See “Description of the Debt Securities and the Guarantees — Guarantees.”

 

The guarantee structure of the New Parent Debt Securities is the same as the guarantee structure for the existing public debt securities that have been issued by Time Warner and are outstanding (the “Old Parent Debt Securities”), except that TW AOL will guarantee the New Parent Debt Securities, whereas TW AOL’s subsidiary, AOL LLC, guaranteed the Old Parent Debt Securities. This change is a consequence of the Google Investment. In connection with the Google Investment, AOL LLC became an indirect, 95%-owned subsidiary of Time Warner and TW AOL. As a result, Time Warner intends to have TW AOL, a 100% directly owned subsidiary, rather than AOL LLC, guarantee the New Parent Debt Securities.

 

The guarantee structure for the Old Parent Debt Securities was established to ensure that the financial risks associated with investing in the unsecured debt of any of Time Warner, Historic TW, TWCI, TBS and AOL LLC were substantially the same. Under these arrangements, each of Time Warner, Historic TW, TWCI, TBS and AOL LLC effectively guaranteed the public debt of one another. These arrangements were entered into from 1996 to 1998 and in 2001. Historic TW, TWCI and TBS currently have issued and outstanding public debt securities that have the benefit of these arrangements as described further below (such debt securities, together with the Old Parent Debt Securities, the “Old Debt Securities”).

 

As a result of the guarantee arrangements described in the preceding paragraphs, the New Parent Debt Securities will be structurally pari passu with the Old Parent Debt Securities as to the assets of Historic TW, TWCI and TBS. However, the New Parent Debt Securities will be structurally subordinated to the Old Debt Securities and any other indebtedness of AOL LLC with respect to the assets of AOL LLC. Such other indebtedness of AOL LLC currently includes guarantees of obligations of Time Warner under its bank credit agreement and commercial paper program, which are discussed below. The New Parent Debt Securities, like the Old Parent Debt Securities, will also be structurally subordinated to indebtedness incurred by subsidiaries of Time Warner that are not guarantors of such securities, including the indebtedness at Time Warner Cable Inc. and its subsidiary, Time Warner Entertainment Company, L.P.

 

Time Warner does not intend to cause AOL LLC to issue a guarantee of any new issuance of public debt by Time Warner or its subsidiaries. Time Warner also does not intend to issue any additional securities governed by any of the indentures governing the Old Debt Securities. However, the indenture for the New Debt Securities does not prohibit us from doing so in either case. As described below, AOL LLC is currently a guarantor of the obligations of Time Warner under its existing bank credit agreement and commercial paper program. Time Warner intends to amend its commercial paper program so that the guarantee structure of such indebtedness is the same as that of the New Parent Debt Securities. Although Time Warner does not intend to make similar amendments to the bank credit

agreement at the present time, it currently expects, subject to market conditions, that it would do so if and when it refinances such facility.

 

Notwithstanding the foregoing, the indenture for the New Parent Debt Securities provides that any Guarantor may be automatically released from its obligations if such Guarantor has no outstanding Indebtedness For Borrowed Money (as defined below), 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 would prohibit any such Guarantor from incurring Indebtedness For Borrowed Money after the date such Guarantor is released from its Guarantee. See “Description of the Debt Securities and the Guarantees — Guarantees.” In addition, although the indenture for the New Parent Debt Securities limits the overall amount of secured Indebtedness For Borrowed Money that can be incurred by Time Warner and its subsidiaries, 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 New Parent Debt Securities. See “Description of Debt Securities.”

 

Guarantees on Existing Indebtedness

 

The following is a summary of the guarantees of existing Indebtedness For Borrowed Money at each of Time Warner, Historic TW, TWCI and TBS, as well as a description of the new and existing guarantees of TW AOL and AOL LLC, respectively. In addition, reference is made to the description of the existing guarantees set forth in Items 7 and 15 of the 2005 Form 10-K, which is incorporated herein by reference. See “Where You Can Find More Information.”

 

Time Warner

 

AOL LLC and Historic TW fully, irrevocably and unconditionally guarantee the Old Parent Debt Securities and the obligations of Time Warner under its existing bank credit agreement and commercial paper program. TWCI and TBS fully, irrevocably and unconditionally guarantee Historic TW’s guarantee of the Old Parent Debt Securities and Historic TW’s guarantee of the obligations of Time Warner under its existing bank credit agreement and commercial paper program.

 

Historic TW

 

Time Warner, AOL LLC, TWCI and TBS fully, irrevocably and unconditionally guarantee the public debt of Historic TW that is outstanding as of the date of this prospectus.

 

TWCI

 

Historic TW and TBS fully, irrevocably and unconditionally guarantee the public debt of TWCI that is outstanding as of the date of this prospectus. Additionally, Time Warner and AOL LLC fully, irrevocably and unconditionally guarantee Historic TW’s guarantee of TWCI’s existing public debt.

 

TBS

 

Historic TW and TWCI fully, irrevocably and unconditionally guarantee the public debt of TBS that is outstanding as of the date of this prospectus. Additionally, Time Warner and AOL LLC fully, irrevocably and unconditionally guarantee Historic TW’s guarantee of TBS’ existing public debt.

 

TW AOL/AOL LLC

 

There is currently no public or bank debt outstanding at TW AOL or AOL LLC. TW AOL will fully, irrevocably and unconditionally guarantee the New Parent Debt Securities.

 

Guarantee Limitation

 

The maximum aggregate amount of each guarantee to be issued in connection with the New Parent Debt Securities, as well as of each of the guarantees issued in connection with the Old Debt Securities, shall not or does

not, as the case may be, exceed the maximum amount that can be guaranteed by Time Warner, AOL LLC, TW AOL, Historic TW, TWCI or TBS, respectively, without rendering such guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights or creditors generally.

 

Investing in our securities involves risk. You should carefully consider the specific risks discussed or incorporated by reference in the applicable prospectus supplement, together with all the other information contained in the prospectus supplement or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under the caption “Risk Factors” included in the 2005 Form 10-K, the March 2006 Form 10-Q, the June 2006 Form 10-Q and the September 2006 Form 10-Q, which are incorporated by reference in this prospectus, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future.

 

The ratio of earnings to fixed charges and the ratio of earnings to combined fixed charges and preferred dividends for Time Warner is set forth below for the periods indicated. For periods in which earnings before fixed charges were insufficient to cover fixed charges (or combined fixed charges and preferred dividends), the dollar amount of coverage deficiency (in millions), instead of the ratio, is disclosed. The definition of earnings also applies to Time Warner’s unconsolidated 50%-owned affiliated companies, referred to on Exhibit 12.1 as “Adjustment for partially owned subsidiaries and 50%-owned companies.”

 

For purposes of computing the ratio of earnings to fixed charges and the ratio of earnings to combined fixed charges and preferred stock dividends, earnings were calculated by adding:

 

(i) pretax income,

 

(ii) interest expense,

 

(iii) preferred stock dividend requirements of majority-owned companies,

 

(iv) minority interest in the income of majority-owned subsidiaries that have fixed charges, and

 

(v) the amount of undistributed losses (earnings) of Time Warner’s less than 50%-owned companies.

 

Fixed charges consist of interest expense.

 

Combined fixed charges and preferred stock dividends include the fixed charges mentioned above and the amount of pretax income necessary to cover any preferred stock dividend requirements of the registrant.

 

Earnings as defined include significant non-cash charges for depreciation and amortization primarily relating to the amortization of intangible assets recognized in business combinations.

 

 

We will use the net proceeds we receive from the sale of the securities offered by this prospectus for general corporate purposes, unless we specify otherwise in the applicable prospectus supplement. General corporate

purposes may include additions to working capital, capital expenditures, repayment of debt, the financing of possible acquisitions and investments or stock repurchases.

 

General

 

The following description of the terms of the debt securities sets forth certain general terms and provisions of the debt securities to which any prospectus supplement may relate. The particular terms of any debt securities and the extent, if any, to which such general provisions will not apply to such debt securities will be described in the prospectus supplement relating to such debt securities.

 

The debt securities will be issued from time to time in series under an indenture among us, TW AOL, Historic TW, TWCI, TBS and The Bank of New York, as Trustee. The statements set forth below are brief summaries of certain provisions contained in the indenture, which summaries do not purport to be complete and are qualified in their entirety by reference to the indenture, a form of which is an exhibit to the registration statement of which this prospectus is a part. Terms used herein that are otherwise not defined shall have the meanings given to them in the indenture. Such defined terms shall be incorporated herein by reference.

 

The indenture does not limit the amount of debt securities which may be issued thereunder and debt securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by us. Any such limit applicable to a particular series will be specified in the prospectus supplement relating to that series.

 

Reference is made to the prospectus supplement for the following terms of each series of debt securities in respect to which this prospectus is being delivered:

 

 

We may issue debt securities of any series at various times and we may reopen any series for further issuances from time to time without notice to existing Holders of securities of that series.

 

Some of the debt securities may be issued as original issue discount debt securities. Original issue discount debt securities bear no interest or bear interest at below-market rates. These are sold at a discount below their stated principal amount. If we issue these securities, the prospectus supplement will describe any special tax, accounting or other information which we think is important. We encourage you to consult with your own competent tax and financial advisors on these important matters.

Unless we specify otherwise in the applicable prospectus supplement, the covenants contained in the indenture will not provide special protection to Holders of debt securities if we enter into a highly leveraged transaction, recapitalization or restructuring.

 

Unless otherwise set forth in the prospectus supplement, interest on outstanding debt securities will be paid to Holders of record on the date that is 15 days prior to the date such interest is to be paid, or, if not a business day, the next preceding business day. Unless otherwise specified in the prospectus supplement, debt securities will be issued in fully registered form only. Unless otherwise specified in the prospectus supplement, the principal amount of the debt securities will be payable at the corporate trust office of the Trustee in New York, New York. The debt securities may be presented for transfer or exchange at such office unless otherwise specified in the prospectus supplement, subject to the limitations provided in the indenture, without any service charge, but we may require payment of a sum sufficient to cover any tax or other governmental charges payable in connection therewith.

 

Guarantees

 

Under the Guarantees (as defined below), each of TW AOL and Historic TW, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee to each Holder of debt securities and to the Trustee and its successors and assigns (1) the full and punctual payment of principal of and interest on the debt 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 debt securities and (2) the full and punctual performance within applicable grace periods of all other obligations of ours under the indenture and the debt securities. Such Guarantees will constitute guarantees of payment, performance and compliance and not merely of collection. The obligations of each of TW AOL and Historic TW under the indenture will be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against us or each other or any waiver or amendment of the provisions of the indenture or the debt securities to the extent that any such action or similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that any such waiver or amendment that expressly purports to modify or release such obligations shall be effective in accordance with its terms). The obligations of TW AOL and Historic TW to make any payments may be satisfied by causing us to make such payments. Each of TW AOL and Historic TW shall further agree to waive presentment to, demand of payment from and protest to us and shall also waive diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for non-payment, filing a claim if we complete a merger or declare bankruptcy and any right to require a proceeding first against us. These obligations shall be unaffected by any failure or policy of the Trustee to exercise any right under the indenture or under any series of security. If any Holder of any debt security or the Trustee is required by a court or otherwise to return to us, TW AOL or Historic TW, or any custodian, trustee, liquidator or other similar official acting in relation to us, TW AOL or Historic TW, any amount paid by us or any of them to the Trustee or such Holder, the Guarantees of TW AOL and Historic TW, to the extent theretofore discharged, shall be reinstated in full force and effect.

 

Further, TW AOL and Historic TW agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of debt securities in enforcing any of their respective rights under the Guarantees. The indenture provides that each of the Guarantees of TW AOL and Historic TW is limited to the maximum amount that can be guaranteed by TW AOL or Historic TW, respectively, without rendering the relevant Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

 

Additionally, TWCI and TBS (together with TW AOL and Historic TW, each, a “Guarantor” and, collectively, the “Guarantors”) will fully, irrevocably and unconditionally guarantee Historic TW’s guarantee of the debt securities under substantially the same terms as the guarantees of TW AOL and Historic TW of our indebtedness (the guarantees of the Guarantors each being a “Guarantee” and, collectively, the “Guarantees”).

 

The indenture provides that any Guarantor shall be automatically released from its obligations under its Guarantee upon receipt by the Trustee of a certificate of a Responsible Officer of Time Warner certifying that such Guarantor has no outstanding Indebtedness For Borrowed Money, as of the date of such certificate, 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 would prohibit any such Guarantor from incurring Indebtedness For Borrowed Money after the date such Guarantor is released from its Guarantee.

 

The indenture further provides that we and the trustee may enter into a supplemental indenture without consent of the Holders to add additional guarantors in respect of the debt securities.

 

Ranking

 

The debt securities will be unsecured and senior obligations of Time Warner, and will rank equally with other unsecured and unsubordinated obligations of Time Warner. The Guarantees of the debt securities will be unsecured and senior obligations of TW AOL, Historic TW, TWCI and TBS, as applicable, and will rank equally with all other unsecured and unsubordinated obligations of TW AOL, Historic TW, TWCI and TBS, respectively. Each of our company, TW AOL, Historic TW, TWCI and TBS is a holding company for other non-guarantor subsidiaries, and therefore the debt securities and the Guarantees will be effectively subordinated to all existing and future liabilities, including indebtedness, of such non-guarantor subsidiaries. Such non-guarantor subsidiaries include AOL LLC, Warner Bros., New Line Cinema Corporation Home Box Office, Inc., Time Inc., Time Warner Cable Inc. and Time Warner Entertainment Company, L.P. See, in particular, “The Company — Guarantee Structure for Debt Securities” for a discussion of the structural subordination of the New Parent Debt Securities to certain other indebtedness of Time Warner and its subsidiaries. Furthermore, the ability of each of our company, TW AOL, Historic TW, TWCI and, to a certain extent, TBS to service its indebtedness and other obligations is dependent primarily upon the earnings and cash flow of their respective subsidiaries and the distribution or other payment to them of such earnings or cash flow.

 

Certain Covenants

 

Limitation on Liens.  The indenture provides that neither we nor any Material Subsidiary of ours shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness For Borrowed Money that is secured by a lien on any asset now owned or hereafter acquired by us or it unless we make or cause to be made effective provisions whereby the debt securities will be secured by such lien equally and ratably with (or prior to) all other indebtedness thereby secured so long as any such indebtedness shall be secured. The foregoing restriction does not apply to the following:

 

 

 

Limitation on Consolidation, Merger, Conveyance or Transfer on Certain Terms.  None of Time Warner, TW AOL, Historic TW, TWCI or TBS shall consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

 

(1) (a) in the case of our company, the Person formed by such consolidation or into which our company is merged or the Person which acquires by conveyance or transfer the properties and assets of our company substantially as an entirety shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the debt securities and the performance of every covenant of the indenture (as supplemented from time to time) on the part of our company to be performed or observed; (b) in the case of TW AOL, Historic TW, TWCI or TBS, the Person formed by such consolidation or into which TW AOL, Historic TW, TWCI or TBS is merged or the Person which acquires by conveyance or transfer the properties and assets of TW AOL, Historic TW, TWCI or TBS substantially as an entirety shall be either (i) one

of us, TW AOL, Historic TW, TWCI or TBS or (ii) a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, and in the case of clause (ii), shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant of the indenture (as supplemented from time to time) on the part of TW AOL, Historic TW, TWCI or TBS to be performed or observed;

 

(2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and

 

(3) we have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent provided for relating to such transaction have been complied with.

 

Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of our company, TW AOL, Historic TW, TWCI or TBS substantially as an entirety as set forth above, the successor Person formed by such consolidation or into which our company, TW AOL, Historic TW, TWCI or TBS is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of our company, TW AOL, Historic TW, TWCI or TBS, as the case may be, under the indenture with the same effect as if such successor had been named as our company, TW AOL, Historic TW, TWCI or TBS, as the case may be, in the indenture. In the event of any such conveyance or transfer, we, TW AOL, Historic TW, TWCI or TBS, as the case may be, as the predecessor shall be discharged from all obligations and covenants under the indenture and the debt securities and may be dissolved, wound up or liquidated at any time thereafter.

 

Notwithstanding the foregoing, such provisions with respect to limitations on consolidation, merger, conveyance or transfer on certain terms shall not apply to any Guarantor if at such time such Guarantor has been released from its obligations under its Guarantee upon receipt by the Trustee of a certificate of a Responsible Officer of Time Warner certifying that such Guarantor has no outstanding Indebtedness For Borrowed Money as described above under “Description of the Debt Securities and the Guarantees — Guarantees.”

 

Subject to the foregoing, the indenture and the debt securities do not contain any covenants or other provisions designed to afford Holders of debt securities protection in the event of a recapitalization or highly leveraged transaction involving our company.

 

Any additional covenants of our company, TW AOL, Historic TW, TWCI or TBS pertaining to a series of debt securities will be set forth in a prospectus supplement relating to such series of debt securities.

 

Certain Definitions

 

The following are certain of the terms defined in the indenture:

 

“Consolidated Net Worth” means, with respect to any Person, at the date of any determination, the consolidated stockholders’ or owners’ equity of the holders of capital stock or partnership interests of such Person and its subsidiaries, determined on a consolidated basis in accordance with GAAP consistently applied.

 

“GAAP” means generally accepted accounting principles as such principles are in effect in the United States as of the date of the indenture.

 

“Holder,” when used with respect to any security, means a Securityholder, which means a Person in whose name a security is registered in the Security Register.

 

“Indebtedness For Borrowed Money” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments and (c) all guarantee obligations of such Person with respect to Indebtedness For Borrowed Money of others. The Indebtedness For Borrowed Money of any Person shall include the Indebtedness For Borrowed Money of any other entity (including any partnership in which such Person is general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other contractual relationship with such entity, except to the extent the terms of such Indebtedness For Borrowed Money provide that such Person is not liable therefor.

“Material Subsidiary” means any Person that is a Subsidiary if, at the end of the most recent fiscal quarter of our company, the aggregate amount, determined in accordance with GAAP consistently applied, of securities of, loans and advances to, and other investments in, such Person held by us and our other Subsidiaries exceeded 10% of our company’s Consolidated Net Worth.

 

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

 

“Responsible Officer,” when used with respect to Time Warner, means any of the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, General Counsel, Treasurer, Controller or Vice President, Corporate Finance, of Time Warner (or any equivalent of the foregoing officers).

 

“Security Register” means the register or registers we shall keep or cause to be kept, in which, we shall provide for the registration of securities, or of securities of a particular series, and of transfers of securities or of securities of such series.

 

“Subsidiary” means, with respect to any Person, any corporation more than 50% of the voting stock of which is owned directly or indirectly by such Person, and any partnership, association, joint venture or other entity in which such Person owns more than 50% of the equity interests or has the power to elect a majority of the board of directors or other governing body.

 

“Works” means motion pictures, video, television, interactive or multi-media programming, audio-visual works, sound recordings, books and other literary or written material, any software, copyright or other intellectual property related thereto, acquired directly or indirectly after the date of the indenture by purchase, business combination, production, creation or otherwise, any component of the foregoing or rights with respect thereto, and all improvements thereon, products and proceeds thereof and revenues derived therefrom.

 

Optional Redemption

 

Unless we specify otherwise in the applicable prospectus supplement, we may redeem the debt securities at any time and from time to time, as a whole or in part, at our option, on at least 15 days, but not more than 45 days, prior notice mailed to the registered address of each Holder of the debt securities to be redeemed, at respective redemption prices equal to the greater of:

 

 

plus, in each case, accrued interest to the date of redemption that has not been paid (such redemption price, the “Redemption Price”).

 

“Comparable Treasury Issue” means, with respect to the debt securities, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the debt securities being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such debt securities.

 

“Comparable Treasury Price” means, with respect to any redemption date for the debt securities: (1) the average of four Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations; or (2) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all quotations obtained by the Trustee.

 

“Independent Investment Banker” means one of the Reference Treasury Dealers, to be appointed by us.

 

“Reference Treasury Dealer” means a primary U.S. Government securities dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at 3:00 p.m., New York City time, on the third business day preceding such redemption date.

 

“Remaining Scheduled Payments” means, with respect to each security to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such security, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.

 

“Treasury Rate” means, with respect to any redemption date for the debt securities: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury debt securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that if no maturity is within three months before or after the maturity date for the debt securities, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if that release, or any successor release, is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date. The Treasury Rate will be calculated on the third business day preceding the redemption date.

 

On and after the redemption date, interest will cease to accrue on the debt securities or any portion thereof called for redemption, unless we default in the payment of the Redemption Price, and accrued interest. On or before the redemption date, we shall deposit with a paying agent, or the Trustee, money sufficient to pay the Redemption Price of and accrued interest on the debt securities to be redeemed on such date. If we elect to redeem less than all of the debt securities of a series, then the Trustee will select the particular debt securities of such series to be redeemed in a manner it deems appropriate and fair.

 

Defeasance

 

The indenture provides that we (and, to the extent applicable, TW AOL, Historic TW, TWCI and TBS), at our option,

 

(a) will be Discharged from any and all obligations in respect of any series of debt securities (except in each case for certain obligations to register the transfer or exchange of debt securities, replace stolen, lost or mutilated debt securities, maintain paying agencies and hold moneys for payment in trust) or

 

(b) need not comply with the covenants described above under “Description of the Debt Securities and the Guarantees — Certain Covenants” and any other restrictive covenants described in a prospectus supplement relating to such series of debt securities, the Guarantors will be released from the Guarantees and certain Events of Default (other than those arising out of the failure to pay interest or principal on the debt securities of a particular series and certain events of bankruptcy, insolvency and reorganization) will no longer constitute Events of Default with respect to such series of debt securities,

 

in each case if we deposit with the Trustee, in trust, money or the equivalent in securities of the government which issued the currency in which the debt securities are denominated or government agencies backed by the full faith and credit of such government, or a combination thereof, which through the payment of interest thereon and principal thereof in accordance with their terms will provide money in an amount sufficient to pay all the principal (including any mandatory sinking fund payments) of, and interest on, such series on the dates such payments are due in accordance with the terms of such series.

 

To exercise any such option, we are required, among other things, to deliver to the Trustee an opinion of counsel to the effect that

 

(i) the deposit and related defeasance would not cause the Holders of such series to recognize income, gain or loss for Federal income tax purposes and, in the case of a Discharge pursuant to clause (a), accompanied by a ruling to such effect received from or published by the United States Internal Revenue Service and

 

(ii) the creation of the defeasance trust will not violate the Investment Company Act of 1940, as amended.

 

In addition, we are required to deliver to the Trustee an Officers’ Certificate stating that such deposit was not made by us with the intent of preferring the Holders over other creditors of ours or with the intent of defeating, hindering, delaying or defrauding creditors of our company or others.

 

Events of Default, Notice and Waiver

 

The indenture provides that, if an Event of Default specified therein with respect to any series of debt securities issued thereunder shall have happened and be continuing, either the Trustee thereunder or the Holders of 25% in aggregate principal amount of the outstanding debt securities of such series (or 25% in aggregate principal amount of all outstanding debt securities under the indenture, in the case of certain Events of Default affecting all series of debt securities under the indenture) may declare the principal of all the debt securities of such series to be due and payable.

 

Events of Default in respect of any series are defined in the indenture as being:

 

 

Any additions, deletions or other changes to the Events of Default which will be applicable to a series of debt securities will be described in the prospectus supplement relating to such series of debt securities.

 

The indenture provides that the Trustee thereunder will, within 90 days after the occurrence of a default with respect to the debt securities of any series, give to the Holders of the debt securities of such series notice of all uncured and unwaived defaults known to it; provided, however, that, except in the case of default in the payment of principal of, premium, if any, or interest, if any, on any of the debt securities of such series, the Trustee thereunder will be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of the Holders of the debt securities of such series. The term “default” for the purpose of this provision means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to debt securities of such series.

 

The indenture contains provisions entitling the Trustee, subject to the duty of the Trustee during an Event of Default to act with the required standard of care, to be indemnified to its reasonable satisfaction by the Holders of the debt securities before proceeding to exercise any right or power under the indenture at the request of Holders of the debt securities.

The indenture provides that the Holders of a majority in aggregate principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting proceedings for remedies available to the Trustee or exercising any trust or power conferred on the Trustee in respect of such series, subject to certain conditions.

 

In certain cases, the Holders of a majority in principal amount of the outstanding debt securities of any series may waive, on behalf of the Holders of all debt securities of such series, any past default or Event of Default with respect to the debt securities of such series except, among other things, a default not theretofore cured in payment of the principal of, or premium, if any, or interest, if any, on any of the debt securities of such series or payment of any sinking or purchase fund or analogous obligations with respect to such debt securities.

 

The indenture includes a covenant that we will file annually with the Trustee a certificate of no default or specifying any default that exists.

 

Modification of the Indenture

 

We and the Trustee may, without the consent of the Holders of the debt securities, enter into indentures supplemental to the indenture for, among others, one or more of the following purposes:

 

(1) to evidence the succession of another Person to us, TW AOL, Historic TW, TWCI or TBS and the assumption by such successor of our company’s, TW AOL’s, Historic TW’s, TWCI’s or TBS’s obligations under the indenture and the debt securities of any series or the Guarantees relating thereto;

 

(2) to add to the covenants of our company, TW AOL, Historic TW, TWCI or TBS, or to surrender any rights or powers of our company, TW AOL, Historic TW, TWCI or TBS, for the benefit of the Holders of debt securities of any or all series;

 

(3) to cure any ambiguity, or correct any inconsistency in the indenture or to make any other provisions with respect to matters or questions arising under the indenture;

 

(4) to add to the indenture any provisions that may be expressly permitted by the Trust Indenture Act of 1939, as amended, or “the Act,” excluding the provisions referred to in Section 316(a)(2) of the Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted;

 

(5) to establish the form or terms of any series of debt securities, to provide for the issuance of any series of debt securities and/or to add to the rights of the Holders of debt securities;

 

(6) to evidence and provide for the acceptance of any successor Trustee with respect to one or more series of debt securities or to add or change any of the provisions of the indenture as shall be necessary to facilitate the administration of the trusts thereunder by one or more trustees in accordance with the indenture;

 

(7) to provide any additional Events of Default;

 

(8) to provide for uncertificated securities in addition to or in place of certificated securities; provided that the uncertificated securities are issued in registered form for certain Federal tax purposes;

 

(9) to provide for the terms and conditions of converting those debt securities that are convertible into common stock or another such similar security;

 

(10) to secure any series of debt securities pursuant to the indenture’s limitation on liens;

 

(11) to add additional guarantors in respect of the debt securities; and

 

(12) to make any change necessary to comply with any requirement of the SEC in connection with the qualification of the indentures or any supplemental indenture under the Act.

 

No supplemental indenture for the purpose identified in clauses (2), (3), (5) or (7) above may be entered into if to do so would adversely affect the rights of the Holders of debt securities of any series in any material respect.

The indenture contains provisions permitting us and the Trustee thereunder, with the consent of the Holders of a majority in principal amount of the outstanding debt securities of all series to be affected voting as a single class, to execute supplemental indentures for the purpose of adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the Holders of the debt securities of such series to be affected, except that no such supplemental indenture may, without the consent of the Holders of affected debt securities, among other things:

 

(1) change the fixed maturity of any debt securities; or

 

(2) reduce the principal amount thereof; or

 

(3) reduce the rate or extend the time of payment of interest thereon; or

 

(4) impair the right of a Holder to institute suit for payment on any debt securities; or

 

(5) reduce the number of shares of any common stock or other securities to be delivered by us in respect of a conversion of any convertible debt securities; or

 

(6) amend or modify the terms of any of the Guarantees in a manner adverse to the Holders, or reduce the aforesaid percentage of debt securities of any series the consent of the Holders of which is required for any such supplemental indenture.

 

The Trustee

 

The Bank of New York is the Trustee under the indenture. The Trustee is a depository for funds and performs other services for, and transacts other banking business with, us in the normal course of business.

 

Governing Law

 

The indenture will be governed by, and construed in accordance with, the laws of the State of New York.

 

Global Securities

 

We may issue debt securities through global securities. A global security is a security, typically held by a depositary, that represents the beneficial interests of a number of purchasers of the security. If we do issue global securities, the following procedures will apply.

 

We will deposit global securities with the depositary identified in the prospectus supplement. After we issue a global security, the depositary will credit on its book-entry registration and transfer system the respective principal amounts of the debt securities represented by the global security to the accounts of persons who have accounts with the depositary. These account Holders are known as “participants.” The underwriters or agents participating in the distribution of the debt securities will designate the accounts to be credited. Only a participant or a person who holds an interest through a participant may be the beneficial owner of a global security. Ownership of beneficial interests in the global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary and its participants.

 

We and the trustee will treat the depositary or its nominee as the sole owner or Holder of the debt securities represented by a global security. Except as set forth below, owners of beneficial interests in a global security will not be entitled to have the debt securities represented by the global security registered in their names. They also will not receive or be entitled to receive physical delivery of the debt securities in definitive form and will not be considered the owners or Holders of the debt securities.

 

Principal, any premium and any interest payments on debt securities represented by a global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee as the registered owner of the global security. None of us, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global security or the maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

We expect that the depositary, upon receipt of any payments, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the depositary’s records. We also expect that payments by participants to owners of beneficial interests in the global security will be governed by standing instructions and customary practices, as is the case with the securities held for the accounts of customers registered in “street names,” and will be the responsibility of the participants.

 

If the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within ninety days, we will issue registered securities in exchange for the global security. In addition, we may at any time in our sole discretion determine not to have any of the debt securities of a series represented by global securities. In that event, we will issue debt securities of that series in definitive form in exchange for the global securities.

 

The following description of the terms of the common stock and preferred stock sets forth certain general terms and provisions of the common stock and preferred stock to which any prospectus supplement may relate. This section also summarizes relevant provisions of the Delaware General Corporation Law, which we refer to as “Delaware law.” The terms of the Time Warner restated certificate of incorporation and by-laws, as well as the terms of Delaware law, are more detailed than the general information provided below. Therefore, you should carefully consider the actual provisions of these documents. In addition, reference is made to the description of our series LMCN-V common stock set forth in Items 1 and 15 of the 2005 Form 10-K, which is incorporated herein by reference. See “Where You Can Find More Information.”

 

Authorized Capital Stock

 

Total Shares.  We have the authority to issue a total of 27,550,000,000 shares of capital stock consisting of:

 

 

Common Stock.  As of October 27, 2006, 3,972,572,783 shares of Time Warner common stock (excluding shares of series LMCN-V common stock) were outstanding.

 

Existing Series Common Stock.  Our authorized series common stock consists of two series, designated as Time Warner series LMC common stock and Time Warner series LMCN-V common stock, and the authorized number of shares of each series are:

 

 

As of October 27, 2006, no shares of Time Warner series LMC common stock were outstanding and 18,784,759 shares of Time Warner series LMCN-V common stock were outstanding.

 

Additional Series of Series Common Stock.  We have the authority to issue additional series of series common stock up to the maximum number of series common shares authorized. Our board of directors is also authorized to set the following terms of a series of common stock before issuance:

 

 

Preferred Stock.  We have the authority to issue series of preferred stock up to the maximum number of preferred shares authorized. Our board of directors is also authorized to set the following terms of a series of preferred stock before issuance:

 

 

The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

 

If we offer shares of a new series of preferred stock, the prospectus supplement will specify the designation and number of that series, and the voting rights and all other rights, preferences and terms of that series, including any dividend, redemption, exchange or liquidation rights or provisions. If we issue additional shares of preferred stock they will be fully paid and non-assessable.

 

No shares of Time Warner preferred stock are currently outstanding.

 

Listing.  We list our common stock on the New York Stock Exchange under the symbol “TWX.” No other capital stock of ours is listed.

 

Preemptive Rights.  The holders of our common stock, our series common stock and our preferred stock do not have preemptive rights to purchase or subscribe for any stock or other securities of ours.

 

Common Stock

 

Voting Rights.  Each outstanding share of our common stock is entitled to one vote per share. For a description of the voting rights of the holders of our series common stock, reference is made to the description of our series LMCN-V common stock set forth in Items 1 and 15 of the 2005 Form 10-K, which is incorporated herein by reference. See “Where You Can Find More Information.”

 

Dividends.  Holders of our common stock are entitled to receive dividends or other distributions when and if declared by our board of directors. The right of our board of directors to declare dividends, however, is subject to any rights of the holders of any outstanding Time Warner series common stock and Time Warner preferred stock and the availability of sufficient funds under Delaware law to pay dividends. For a description of the dividend rights of the holders of our series common stock, reference is made to the description of our series LMCN-V common stock set forth in Items 1 and 15 of the 2005 Form 10-K, which is incorporated herein by reference. See “Where You Can Find More Information.”

 

Liquidation Rights.  In the event of the liquidation of our company, subject to the rights, if any, of the holders of any outstanding shares of our series common stock or our preferred stock, the holders of our common stock are entitled to receive any of our assets available for distribution to our stockholders ratably in proportion to the number of shares held by them.

 

Regulatory Restrictions.  Outstanding shares of our common stock may be redeemed by action of the board of directors to the extent necessary to prevent the loss of any governmental license or franchise, the holding of which is conditioned upon stockholders possessing prescribed qualifications.

 

The following description of the terms of the warrants sets forth certain general terms and provisions of the warrants to which any prospectus supplement may relate. We may issue warrants for the purchase of debt securities, preferred stock or common stock. Warrants may be issued independently or together with debt securities, preferred

stock or common stock offered by any prospectus supplement and may be attached to or separate from any such offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. The following summary of certain provisions of the warrants does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the warrant agreement that will be filed with the SEC in connection with the offering of such warrants.

 

Debt Warrants

 

The prospectus supplement relating to a particular issue of debt warrants will describe the terms of such debt warrants, including the following:

 

 

Stock Warrants

 

The prospectus supplement relating to any particular issue of preferred stock warrants or common stock warrants will describe the terms of such warrants, including the following:

 

 

 

We may offer and sell the debt securities, preferred stock, common stock or warrants in any one or more of the following ways:

 

 

Each time we sell securities, we will provide a prospectus supplement that will name any underwriter, dealer or agent involved in the offer and sale of the securities. The prospectus supplement will also set forth the terms of the offering, including:

 

 

If underwriters or dealers are used in the sale, the securities will be acquired by the underwriters or dealers for their own account. The securities may be sold from time to time in one or more transactions:

 

 

Such sales may be effected:

 

 

The securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. Unless otherwise set forth in the prospectus supplement, the obligations of underwriters or dealers to purchase the securities offered will be subject to certain conditions precedent and the underwriters or dealers will be obligated to purchase all the offered securities if any are purchased. Any public offering price and any discount or concession allowed or reallowed or paid by underwriters or dealers to other dealers may be changed from time to time.

 

The securities may be sold directly by us or through agents designated by us from time to time. Any agent involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to such agent will be set forth in, the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment.

 

Offers to purchase the securities offered by this prospectus may be solicited, and sales of the securities may be made, by us directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. The terms of any offer made in this manner will be included in the prospectus supplement relating to the offer.

 

If indicated in the applicable prospectus supplement, we will authorize underwriters, dealers or agents to solicit offers by certain institutional investors to purchase securities from us pursuant to contracts providing for payment and delivery at a future date. Institutional investors with which these contracts may be made include, among others:

 

 

In all cases, these purchasers must be approved by us. Unless otherwise set forth in the applicable prospectus supplement, the obligations of any purchaser under any of these contracts will not be subject to any conditions except that (a) the purchase of the securities must not at the time of delivery be prohibited under the laws of any jurisdiction to which that purchaser is subject, and (b) if the securities are also being sold to underwriters, we must

have sold to these underwriters the securities not subject to delayed delivery. Underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts.

 

Some of the underwriters, dealers or agents used by us in any offering of securities under this prospectus may be customers of, engage in transactions with, and perform services for us, TW AOL, Historic TW, TWCI and TBS or other affiliates of ours in the ordinary course of business. Underwriters, dealers, agents and other persons may be entitled under agreements which may be entered into with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, and to be reimbursed by us for certain expenses.

 

Subject to any restrictions relating to debt securities in bearer form, any securities initially sold outside the United States may be resold in the United States through underwriters, dealers or otherwise.

 

Any underwriters to which offered securities are sold by us for public offering and sale may make a market in such securities, but those underwriters will not be obligated to do so and may discontinue any market making at any time.

 

The anticipated date of delivery of the securities offered by this prospectus will be described in the applicable prospectus supplement relating to the offering.

 

If more than 10 percent of the net proceeds of any offering of securities made under this prospectus will be received by members of the National Association of Securities Dealers, Inc., which we refer to in this prospectus as the “NASD,” participating in the offering or by affiliates or associated persons of such NASD members, the offering will be conducted in accordance with NASD Conduct Rule 2710(h). The maximum compensation we will pay to underwriters in connection with any offering of the securities will not exceed 8% of the maximum proceeds of such offering.

 

To comply with the securities laws of some states, if applicable, the securities may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

 

Certain legal matters in connection with the offered securities will be passed upon for us, TW AOL, Historic TW, TWCI and TBS by Cravath, Swaine & Moore LLP, New York, New York.

 

Our management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 included in our 2005 Form 10-K, has been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such management’s assessment is incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

 

Our recast consolidated financial statements as of December 31, 2005 and 2004 and for each of the three years in the period ended December 31, 2005, including the schedule appearing therein, appearing in our current report on Form 8-K dated November 3, 2006 (filed November 3, 2006), and the condensed consolidating financial statements of Time Warner as of December 31, 2005 and 2004, and for each of the three years in the period ended December 31, 2005, appearing in our current report on Form 8-K dated November 8, 2006 (filed November 8, 2006), each have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and condensed consolidating financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

 

The consolidated financial statements of Adelphia Communications Corporation as of December 31, 2005 and 2004 and for each of the three years in the period ended December 31, 2005 incorporated in this prospectus by reference to the annual report on Form 10-K of Adelphia Communications Corporation for the year ended December 31, 2005 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to Adelphia’s ability to continue as a going concern as described in Note 2 to the consolidated financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

The Special-Purpose Combined Carve Out Financial Statements of the Los Angeles, Dallas & Cleveland Cable System Operations (A Carve-Out of Comcast Corporation) as of December 31, 2005 and 2004 and for each of the three years in the period ended December 31, 2005 included in the current report on Form 8-K/A of Time Warner Inc. filed on October 13, 2006 and incorporated herein by reference have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report incorporated herein by reference (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to a discussion of the basis of presentation of the combined financial statements) and have been so incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

 

$5,000,000,000

 

 

$2,000,000,000 Floating Rate Notes due 2009

$1,000,000,000 5.50% Notes due 2011

$1,000,000,000 5.875% Notes due 2016

$1,000,000,000 6.50% Debentures due 2036

 

 

 

PROSPECTUS SUPPLEMENT

 

November 8, 2006

 

 

 

Joint Book-Running Managers

 

 

Co-Lead Managers

 

 

Senior Co-Managers

 

 

Co-Managers