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 FEBRUARY 13, 1998
TO OUR CLIENTS:
Enclosed for your consideration is a Prospectus, dated February 13, 1998
(the 'Prospectus'), and the related Letter of Transmittal (the 'Letter of
Transmittal'), relating to the Offer (the 'Exchange Offer') of Time Warner
Companies, Inc. ('TWC') to exchange its 6.95% Debentures Due 2028 (the 'Exchange
Debentures') for its outstanding 6.95% Debentures Due 2028 (the 'Outstanding
Debentures'), upon the terms and subject to the conditions described in the
Prospectus and the Letter of Transmittal. 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.
This material is being forwarded to you as the beneficial owner of the
Outstanding Debentures carried by us in your account but not registered in your
name. A TENDER OF SUCH OUTSTANDING DEBENTURES MAY ONLY BE MADE BY US AS THE
HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Outstanding Debentures held by us for your account, pursuant to
the terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Outstanding Debentures on your behalf in
accordance with the provisions of the Exchange Offer. The Exchange Offer will
expire at midnight, New York City time, on March 30, 1998, unless extended by
TWC. Any Outstanding Debentures tendered pursuant to the Exchange Offer may be
withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Outstanding Debentures.
2. The Exchange Offer is subject to certain conditions set forth in
the Prospectus in the section captioned 'The Exchange Offer -- Certain
Conditions to the Exchange Offer'.
3. Any transfer taxes incident to the transfer of Outstanding
Debentures from the holder to TWC will be paid by TWC, except as otherwise
provided in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at midnight, New York City time, on
March 30, 1998, unless extended by TWC.
If you wish to have us tender your Outstanding Debentures, please so
instruct us by completing, executing and returning to us the instruction
form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO
YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER
OUTSTANDING DEBENTURES.
INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Time Warner
Companies, Inc. with respect to its Outstanding Debentures.
This will instruct you to tender the Outstanding Debentures held by you for
the account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and the related Letter of Transmittal.
Please tender the Outstanding Debentures held by you for my account as
indicated below:
AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING DEBENTURES
------------------------------------------------------
6.95% Debentures due 2028 __________________________ ______________________________________________________
[ ] Please do not tender any Outstanding Debentures
held by you for my account.
Dated: ______________________________________ , 1998 ______________________________________________________
______________________________________________________
SIGNATURE(S)
______________________________________________________
______________________________________________________
______________________________________________________
PLEASE PRINT NAME(S) HERE
______________________________________________________
______________________________________________________
ADDRESS(ES)
______________________________________________________
AREA CODE AND TELEPHONE NUMBER
______________________________________________________
TAX IDENTIFICATION OR SOCIAL SECURITY NO(S).
None of the Outstanding Debentures held by us for your account will be
tendered unless we receive written instructions from you to do so. Unless a
specific contrary instruction is given in the space provided, your signature(s)
hereon shall constitute an instruction to us to tender all the Outstanding
Debentures held by us for your account.
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