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TIME WARNER INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - (Continued)
June Debt Offering
On June 4, 2015, Time Warner issued $2.1 billion aggregate principal amount of debt securities under a shelf
registration statement, consisting of $1.5 billion aggregate principal amount of 3.60% Notes due 2025 and $600 million
aggregate principal amount of 4.85% Debentures due 2045. The securities issued are guaranteed, on an unsecured basis, by
Historic TW Inc. (“Historic TW”). In addition, Turner and Home Box Office guarantee, on an unsecured basis, Historic
TW’s guarantee of the securities. The net proceeds from the offering were $2.083 billion, after deducting underwriting
discounts and offering expenses. The Company used a portion of the net proceeds from the offering to retire at maturity the
$1.0 billion aggregate principal amount outstanding of its 3.15% Notes due July 15, 2015. The remainder of the net proceeds
will be used for general corporate purposes, including share repurchases.
Debt Tender Offer and Redemption
In June 2015, Time Warner purchased $687 million aggregate principal amount of the $1.0 billion aggregate principal
amount outstanding of the 2016 Notes through a tender offer. In August 2015, the Company redeemed the $313 million
aggregate principal amount of the 2016 Notes that remained outstanding following the tender offer. The premiums paid and
costs incurred in connection with this purchase and redemption were $71 million for the year ended December 31, 2015 and
were recorded in Other loss, net in the accompanying Consolidated Statement of Operations.
July Debt Offering
On July 28, 2015, Time Warner issued €700 million aggregate principal amount of 1.95% Notes due 2023 under a
shelf registration statement. The notes are guaranteed, on an unsecured basis, by Historic TW. In addition, Turner and Home
Box Office guarantee, on an unsecured basis, Historic TW’s guarantee of the notes. The net proceeds from the offering were
€693 million, after deducting underwriting discounts and offering expenses, and will be used for general corporate purposes.
In addition, the Company has designated these notes as a hedge of the variability in the Company’s Euro-denominated net
investments. See Note 7, “Derivative Instruments and Hedging Activities,” to the accompanying consolidated financial
statements for more information.
November Debt Offering
On November 20, 2015, Time Warner issued $900 million aggregate principal amount of debt securities under a shelf
registration statement, consisting of $600 million aggregate principal amount of 3.875% Notes due 2026 and $300 million
additional aggregate principal amount of 4.85% Debentures due 2045 (the “Additional Debentures”). The Additional
Debentures constitute an additional issuance of, form a single series with, and trade interchangeably with, the outstanding
4.85% Debentures due 2045 issued by Time Warner on June 4, 2015. The securities are guaranteed, on an unsecured basis,
by Historic TW. In addition, Turner and Home Box Office guarantee, on an unsecured basis, Historic TW’s guarantee of the
securities. The net proceeds from the offering were $884 million, after deducting underwriting discounts and offering
expenses, and will be used for general corporate purposes.
Revolving Credit Facilities
On December 18, 2015, Time Warner amended its Revolving Credit Facilities, which consist of two $2.5 billion
revolving credit facilities, to extend the maturity dates of both facilities from December 18, 2019 to December 18, 2020.
The funding commitments under the Revolving Credit Facilities are provided by a geographically diverse group of
19 major financial institutions based in countries including Canada, France, Germany, Japan, Spain, Switzerland, the
United Kingdom and the U.S. In addition, 17 of these financial institutions have been identified by international regulators as
among the 30 financial institutions that they deem to be systemically important. None of the financial institutions in the
Revolving Credit Facilities account for more than 8% of the aggregate undrawn loan commitments.
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