Fitch Rates Time Warner's Proposed Offering 'BBB+'

CHICAGO--()--Fitch Ratings has assigned a 'BBB+' rating to Time Warner Inc.'s (Time Warner) $800 million issuance of 2.95% senior unsecured notes due 2026 (the 2026 notes). Net proceeds will be used for general corporate purposes. Fitch currently rates Time Warner Long-Term 'BBB+' Issuer Default Rating (IDR) with a Stable Outlook. The company had approximately $23.7 billion of debt outstanding as of March 31, 2016.

The issuance is consistent with Time Warner's capital allocation and financial policy including maintaining a net leverage target of 2.75x. Shareholder returns that exceed free cash flow (FCF) generation are incorporated into current ratings to the extent that leverage remains below Fitch's 3.5x total leverage threshold, which remains unchanged. Consolidated leverage was 2.9x (calculated on a gross basis excluding restructuring and programming impairments) and 2.7x (calculated on a net debt basis) as of the LTM ended March 31, 2016.

The notes will be issued by Time Warner Inc. under the indenture dated March 11, 2010. They will be guaranteed by Time Warner's wholly owned subsidiary Historic TW Inc., a holding company that owns Home Box Office, Inc. (HBO), Turner Broadcasting System, Inc. (TBS), and Warner Bros. Entertainment Inc. (Warner Bros.). In addition, HBO and TBS will guarantee Historic TW Inc.'s guarantee of the notes. This is the same guarantee structure as Time Warner's other notes and debentures issued after November 2006.

KEY RATING DRIVERS

--Time Warner's consistent financial policy and capital allocation strategy continues to revolve around investing in its businesses to strengthen its product portfolio, maintaining a strong balance sheet (2.75x net leverage target) and returning excess capital to its shareholders. Fitch does not anticipate any change to Time Warner's financial policy, namely its 2.75x net leverage target or its capital allocation strategy. Shareholder returns that exceed FCF (defined as cash flow from operations less capital expenditures and dividends) generation are incorporated into the current ratings to the extent that leverage remains below Fitch's 3.5x total leverage threshold.

--The stability, recurring revenue, and FCF generation of the cable networks businesses (Turner and Home Box Office) underpin Time Warner's ratings. Its operating profile benefits from the stability, recurring dual-stream revenue profile, high operating margin and FCF generation characteristics attributable to its cable networks businesses. Fitch expects these businesses will continue to generate a significant amount of the company's earnings and cash flow.

--Fitch's ratings incorporate the strong competitive position of Time Warner's film and television studios at Warner Bros. The size and scale of the Warner Bros. television studio enables the company to capitalize on strong demand for television content while providing meaningful diversification of revenue sources.

--Time Warner is well positioned to address the secular threats and opportunities presented by emerging alternative distribution platforms and continued audience fragmentation across the media and entertainment landscape.

Overall, Fitch's ratings for Time Warner reflect strong and consistent FCF generation, solid credit protection measures, sound liquidity, leading scale and market positions in core businesses, and strong content brands. In addition, Time Warner's lower exposure to cyclical advertising revenues relative to its peer group, and lack of exposure to the hyper-cyclical local advertising markets, provides incremental support to the ratings.

Time Warner's operating profile benefits from the stability, recurring dual-stream revenue profile, high operating margin and FCF generation characteristics attributable to its cable networks businesses. A key operating strategy within its cable networks businesses will be to continue to leverage increased investment in original and sports programming to continue driving healthy domestic affiliate fee revenue growth.

Fitch recognizes the ongoing secular shifts within the pay television industry, including changing media consumption patterns, a growing preference for time-shifted viewing, and intensifying competition from emerging distribution platforms that continue to drive audience fragmentation and mute multichannel video subscription growth as subscribers migrate away from the traditional pay television ecosystem. These factors, along with the potential shift to the skinny bundles video service offerings from cable MSOs, have the capacity to hamper anticipated affiliate fee revenue growth over the longer term. Time Warner has successfully renewed affiliation agreements with the majority of leading multichannel video programming distributors, which removes a significant portion of the risk related to expected affiliation fee increases during the rating horizon. In addition, Turner networks have been included in emerging OTT platforms, providing further evidence of demand for its content across distribution platforms, and, to the extent the new platforms are successful, can help mitigate modest subscriber declines in the traditional multichannel ecosystem and continues to pursue new opportunities outside of the traditional ecosystem to take advantage of the shift of consumption patterns and help drive incremental growth. Fitch expects mid-single-digit top-line growth, expanding margins and high FCF conversion over the next several years, driven by domestic affiliate fee growth and international expansion.

Fitch's ratings incorporate the strong competitive position of Time Warner's film and television studios at Warner Bros. Their size and scale enable Time Warner to capitalize on strong demand for television content while providing meaningful diversification of revenue sources. Warner Bros. strategic priorities include expanding its leadership in TV production beyond broadcast, focusing on global franchises to grow its theatrical business and improving margins through cost reduction efforts. Embedded in the strategy is more collaboration with Turner networks in scripted and kids programming. Fitch is cognizant of the inherent volatility of hit-driven content in the film and television production businesses. Fitch also acknowledges Time Warner's risk mitigation processes (film co-financing arrangements, etc.) and strong track record of consistently generating desirable content.

Fitch remains convinced that Time Warner is well positioned to address the threats and opportunities present in the evolving media landscape, including the growing prominence of alternative distribution platforms and audience fragmentation within the context of a stagnant multichannel video subscriber base, providing sufficient flexibility within the current ratings to accommodate the company's leverage target and capital allocation strategy. Fitch also believes demand for high-quality content remains strong across all major end-markets (broadcast, cable networks, and subscription video on demand) and that large, well-capitalized content providers, such as Time Warner, will remain crucial to the industry.

Outside of a material change to its financial strategy or event-driven merger and acquisition activity, rating concerns center on Time Warner's ability to balance escalating programming expense and production costs with the requirement to consistently deliver programming that drives an incremental share of viewing audience while maintaining or expanding operating margins.

Leverage and Financial Policy

Time Warner's financial structure and strategy remain consistent. In Fitch's opinion the positive operating momentum coupled with predictable, recurring FCF generated by Time Warner's strong portfolio of businesses is leverageable, providing a sound basis to accommodate the company's net leverage target within the context of the current 'BBB+' rating.

Fitch expects that Time Warner will increase debt over the ratings horizon to meet its net leverage target of 2.75x. Shareholder returns that exceed FCF generation are incorporated into current ratings to the extent that leverage remains below Fitch's 3.5x total leverage threshold, which remains unchanged.

Total debt outstanding as of March 31, 2016 was approximately $23.7 billion, reflecting a 5.8% increase relative to the $22.4 billion in total as of March 31, 2015. Consolidated leverage was 2.9x (calculated on a gross basis excluding restructuring and programming impairments) and 2.7x (calculated on a net debt basis) as of the LTM ended March 31, 2016.

SHAREHOLDER RETURNS

Time Warner's capital allocation strategy remains consistent and is centered on investing in its businesses to strengthen its product portfolio, maintaining a strong balance sheet and returning excess capital to its shareholders. Fitch believes the ratings provide sufficient capacity to accommodate the company's capital allocation policy. Shareholder returns that exceed FCF generation are incorporated into the current ratings to the extent that leverage remains below Fitch's 3.5x total leverage threshold. Fitch acknowledges that Time Warner's share repurchase authorization and dividend payment represent a significant use of cash; however, we believe the company would reduce the level of share repurchases should the operating environment materially change, in order to maximize flexibility.

Time Warner returned approximately $4.6 billion of capital to its shareholders through the LTM period ended March 31, 2016, representing 147% of FCF before dividends. Fitch expects that 2016 total shareholder returns will be lower than in 2015 and will be managed within the context of the company's 2.75x net leverage target.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating case include:

--Fitch assumes that Turner cable networks businesses' revenues continue to grow by mid-single digits, driven by higher affiliate fees and stable advertising revenues.

--HBO revenues grow in the mid-single digits driven in large part by an acceleration of subscription revenue growth. Fitch expects HBO's operating margin will benefit from cost restructuring efforts taken during 2014 and the operating leverage within the business.

--The film and television studios grow by low- to mid-single digits during the forecasted periods. This segment benefits from continued demand for television content, international expansion, and digital delivery, offset by ongoing declines in DVDs.

--Stable operating margins due to positive operating leverage of its businesses and higher margin profile of digital versus physical delivery are offset somewhat by higher overall investment in programming and production.

--Increased programming and production investment in the businesses.

--The base case assumes that shareholder returns continue so the company can manage to its 2.75x net leverage target.

RATING SENSITIVITIES

Fitch does not contemplate additional positive rating actions over the current ratings horizon. That notwithstanding, positive rating action would likely coincide with Time Warner adopting a more conservative financial policy provided it continues to demonstrate that its operating profile is sustainable amid ongoing competitive pressures, changing media consumption patterns and evolving technology platforms.

Negative rating actions are more likely to coincide with discretionary actions of Time Warner's management including, but not limited to, the company adopting a more aggressive financial strategy or event-driven merger and acquisition activity that drives leverage beyond Fitch's 3.5x threshold in the absence of a creditable de-leveraging plan. Negative rating actions could also result should Fitch begin to observe a weakening of Time Warner's ability to produce desired film and television content or secure programming on its cable networks that consistently delivers viewing audience ratings, leading to lower subscription or advertising revenues. Further, a weakening of its competitive position due to its failure to adapt to emerging distribution platforms could prompt Fitch to take negative rating actions.

FCF AND LIQUIDITY

Time Warner generated approximately $2.0 billion of FCF (defined as cash flow from operations less capital expenditures and dividends) from continuing operations during the LTM ended March 31, 2016, a 41% increase year over year. Fitch expects that the higher investment in programming, production and capital expenditures will translate into strong FCF generation during the ratings horizon. We believe the strong FCF profile will be led by the revenue, operating margin, and low capital requirement characteristics of the company's Turner and Home Box Office businesses. The FCF generation affords the company significant financial flexibility.

Time Warner's liquidity is strong and supported by $1.5 billion of cash on hand as of March 31, 2016, $5 billion in credit facilities (all of which was available as of March 31, 2016), and expected FCF generation. Time Warner's revolver commitments mature on Dec. 18, 2020. These facilities provide liquidity back-up for Time Warner's $5 billion commercial paper (CP) program. There was no CP outstanding as of March 31, 2016. Time Warner's debt maturity profile is well laddered and within Fitch's FCF expectations. Scheduled maturities include $500 million during 2017, and $600 million during 2018. Fitch expects the company to refinance this debt with either new long-term debt or issuance of CP.

FULL LIST OF RATINGS

Fitch currently rates Time Warner as follows:

Time Warner Inc.

--Long-Term IDR 'BBB+';

--Short-Term IDR 'F2';

--Senior unsecured revolving credit facility 'BBB+';

--Senior unsecured notes and debentures 'BBB+';

--Commercial paper 'F2'.

Time Warner International Finance Limited

--Long-Term IDR 'BBB+';

--Short-Term IDR 'F2';

--Commercial paper 'F2'.

The Rating Outlook is Stable.

Date of Relevant Rating Committee: May 15, 2015

Additional information is available at www.fitchratings.com

Applicable Criteria

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 17 Aug 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=869362

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Contacts

Fitch Ratings
Primary Analyst
David Peterson
Senior Director
+1-312-368-3177
Fitch Ratings, Inc.
70 W. Madison
Chicago, IL 60602
or
Secondary Analyst
Rachael Shanker
Associate Director
+1-212-908-0649
or
Committee Chairperson
John Culver, CFA
Senior Director
+1-312-368-3216
or
Media Relations:
Alyssa Castelli, +1 212-908-0540
alyssa.castelli@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst
David Peterson
Senior Director
+1-312-368-3177
Fitch Ratings, Inc.
70 W. Madison
Chicago, IL 60602
or
Secondary Analyst
Rachael Shanker
Associate Director
+1-212-908-0649
or
Committee Chairperson
John Culver, CFA
Senior Director
+1-312-368-3216
or
Media Relations:
Alyssa Castelli, +1 212-908-0540
alyssa.castelli@fitchratings.com