EXCHANGE OFFER FOR ALL OUTSTANDING
                        6.95% DEBENTURES DUE 2028
                                       OF
                          TIME WARNER COMPANIES, INC.
                    FULLY AND UNCONDITIONALLY GUARANTEED BY
                                TIME WARNER INC.
                                      AND
                        TURNER BROADCASTING SYSTEM, INC.
             PURSUANT TO THE PROSPECTUS DATED               , 1998
 
TO: BROKERS, DEALERS, COMMERCIAL BANKS,
    TRUST COMPANIES AND OTHER NOMINEES:
 
     Time Warner Companies, Inc. ('TWC') is offering, upon and subject to the
terms and conditions set forth in the Prospectus, dated               , 1998
(the 'Prospectus'), and the enclosed Letter of Transmittal (the 'Letter of
Transmittal'), to exchange (the 'Exchange Offer') its 6.95% Debentures Due 2028,
for its outstanding 6.95% Debentures Due 2028 (the 'Outstanding Debentures').
The Exchange Offer is being made in order to satisfy certain obligations of TWC
contained in the Registration Rights Agreement dated January 12, 1998, by and
among TWC and the other signatories thereto.
 
     We are requesting that you contact your clients for whom you hold
Outstanding Debentures regarding the Exchange Offer. For your information and
for forwarding to your clients for whom you hold Outstanding Debentures
registered in your name or in the name of your nominee, or who hold Outstanding
Debentures registered in their own names, we are enclosing the following
documents:
 
          1. Prospectus dated             , 1998;
 
          2. The Letter of Transmittal for your use and for the information of
     your clients;
 
          3. A Notice of Guaranteed Delivery to be used to accept the Exchange
     Offer if certificates for Outstanding Debentures are not immediately
     available or time will not permit all required documents to reach the
     Exchange Agent prior to the Expiration Date (as defined below) or if the
     procedure for book-entry transfer cannot be completed on a timely basis;
 
          4. A form of letter which may be sent to your clients for whose
     accounts you hold Outstanding Debentures registered in your name or the
     name of your nominee, with space provided for obtaining such clients'
     instructions with regard to the Exchange Offer;
 
          5. Guidelines for Certification of Taxpayer Identification Number on
     Substitute Form W-9; and
 
          6. Return envelopes addressed to The Chase Manhattan Bank, the
     Exchange Agent for the Outstanding Debentures.
 
     YOUR PROMPT ACTION IS REQUESTED, THE EXCHANGE OFFER WILL EXPIRE AT
MIDNIGHT, NEW YORK CITY TIME, ON,             , 1998 UNLESS EXTENDED BY TWC (THE
'EXPIRATION DATE'). OUTSTANDING DEBENTURES TENDERED PURSUANT TO THE EXCHANGE
OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.
 
     To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof or an Agent's Message in
lieu thereof), with any required signature guarantees and any other required
documents, should be sent to the Exchange Agent and certificates representing
the Outstanding Debentures should be delivered to the Exchange Agent, all in
accordance with the instructions set forth in the Letter of Transmittal and the
Prospectus.
 
     If holders of Outstanding Debentures wish to tender, but it is
impracticable for them to forward their certificates for Outstanding Debentures
prior to the expiration of the Exchange Offer or to comply with the book-entry
transfer procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the Prospectus under 'The Exchange
Offer -- Guaranteed Delivery Procedures'.
 




     TWC will, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by them
in forwarding the Prospectus and the related documents to the beneficial owners
of Outstanding Debentures held by them as nominee or in a fiduciary capacity.
TWC will pay or cause to be paid all stock transfer taxes applicable to the
exchange of Outstanding Debentures pursuant to the Exchange Offer, except as set
forth in Instruction 6 of the Letter of Transmittal.
 
     Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to The Chase
Manhattan Bank, the Exchange Agent for the Outstanding Debentures, at its
address and telephone number set forth on the front of the Letter of
Transmittal.
 
                                          Very truly yours,
 
                                          TIME WARNER COMPANIES, INC.
 
     NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF TWC OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM
WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE
PROSPECTUS OR THE LETTER OF TRANSMITTAL.
 
Enclosures
 
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