DEF 14A 1 g26534ddef14a.htm DEF 14A def14a
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.   )
Filed by the Registrant     þ
Filed by a Party other than the Registrant     o
Check the appropriate box:
o   Preliminary Proxy Statement
 
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
     
þ   Definitive Proxy Statement
 
o   Definitive Additional Materials
 
o   Soliciting Material Pursuant to § 240.14a-12
Time Warner Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ   No fee required.
 
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)   Title of each class of securities to which transaction applies:
 
     
 
 
  (2)   Aggregate number of securities to which transaction applies:
 
     
 
 
  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
     
 
 
  (4)   Proposed maximum aggregate value of transaction:
 
     
 
 
  (5)   Total fee paid:
 
     
 
o   Fee paid previously with preliminary materials.
 
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)   Amount Previously Paid:
 
     
 
 
  (2)   Form, Schedule or Registration Statement No.:
 
     
 
 
  (3)   Filing Party:
 
     
 
 
  (4)   Date Filed:
 
     
 

 


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(TIMEWARNER LOGO)
 
April 8, 2011
 
Dear Fellow Stockholder:
 
You’re cordially invited to attend Time Warner Inc.’s 2011 Annual Meeting of Stockholders. The meeting will be held on Friday, May 20, 2011, at 10:00 a.m. (local time) at the Omni Hotel at CNN Center in Atlanta, Georgia. A map with directions to the meeting is provided on the last page of this Proxy Statement. If you are unable to attend the meeting in person, please listen to the webcast live on the Internet at www.timewarner.com/annualmeetingmaterials.
 
Details about the business to be conducted at the Annual Meeting and other information can be found in the attached Notice of Annual Meeting of Stockholders and Proxy Statement. As a stockholder, you will be asked to vote on a number of proposals.
 
Whether or not you plan to attend the Annual Meeting of Stockholders in person, your vote is important. After reading the attached Notice of Annual Meeting of Stockholders and Proxy Statement, please submit your proxy or voting instructions promptly.
 
We look forward to seeing those of you who are able to attend the Annual Meeting in person.
 
Sincerely,
 
(JEFFREY L. BEWKES SIGNATURE)
Jeffrey L. Bewkes
Chairman of the Board
and Chief Executive Officer
 
YOUR VOTE IS IMPORTANT. PLEASE PROMPTLY SUBMIT YOUR PROXY
BY INTERNET, TELEPHONE OR MAIL.


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(TIMEWARNER LOGO)

Time Warner Inc.
One Time Warner Center
New York, NY 10019-8016
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
The Annual Meeting (the “Annual Meeting”) of Stockholders of Time Warner Inc. (the “Company”) will be held on Friday, May 20, 2011, at 10:00 a.m. (local time). The meeting will take place at:
 
Omni Hotel at CNN Center
Grand Ballroom, M4 Level, North Tower
100 CNN Center
Atlanta, GA 30303
 
(see directions and parking instructions on back cover)
 
 
The purposes of the meeting are:
 
  1.     To elect 13 directors for a term of one year and until their successors are duly elected and qualified;
 
  2.     To ratify the appointment of the firm of Ernst & Young LLP as independent auditors of the Company for 2011;
 
  3.     To hold an advisory vote on executive compensation;
 
  4.     To hold an advisory vote on the frequency of holding an advisory vote on executive compensation;
 
  5.     To approve an amendment to the Company’s Restated Certificate of Incorporation to remove absolute majority vote provisions;
 
  6.     To consider and vote on the stockholder proposal described in the attached Proxy Statement, if properly presented at the Annual Meeting; and
 
  7.     To transact such other business as may properly come before the Annual Meeting.
 
The close of business on March 25, 2011, is the record date for determining stockholders entitled to vote at the Annual Meeting or any adjournments or postponements thereof. Only holders of the Company’s common stock as of the record date are entitled to vote on the proposals described in this Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement.
 
You can vote your shares using one of the following methods:
 
  •  If you received a Notice of Internet Availability of Proxy Materials, submit your proxy or voting instructions via the Internet using the instructions included in the Notice of Internet Availability of Proxy Materials;
 
  •  If you received a paper copy of the proxy materials, follow the instructions on the proxy card or voting instruction form and submit your proxy or voting instructions (i) via the Internet, (ii) by telephone or (iii) by completing and signing the written proxy card or voting instruction form and returning it in the pre-addressed reply envelope included with the printed proxy materials; or
 
  •  Attend and vote at the Annual Meeting.


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Whether or not you plan to attend the Annual Meeting in person, please promptly submit your proxy or voting instructions by Internet, telephone or mail by following the instructions found on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. Any holder of record who is present at the Annual Meeting may vote in person instead of by proxy, thereby canceling any previous proxy. Please note that if your shares are held through a bank or brokerage account, you will need to contact your bank or broker to obtain a written legal proxy from the record holder of your shares to vote in person at the Annual Meeting.
 
If you are planning to attend the Annual Meeting in person, because of security procedures, you should register in advance to be admitted to the Annual Meeting. You can register in advance by calling (855) 896-3388 by Wednesday, May 18, 2011. In addition to registering in advance, you will be required to present government-issued photo identification (e.g., driver’s license or passport) to be admitted to the Annual Meeting. Inspection of packages and bags, among other measures, may be employed to enhance the security of those attending the Annual Meeting. These procedures may require additional time, so please plan accordingly. To avoid disruption, admission may be limited once the Annual Meeting begins.
 
Time Warner Inc.
 
Paul F. Washington
Corporate Secretary
 
April 8, 2011


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TIME WARNER INC.

One Time Warner Center
New York, NY 10019-8016

PROXY STATEMENT
 
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Time Warner Inc., a Delaware corporation (“Time Warner” or the “Company”), for use at the Annual Meeting of the Company’s stockholders (the “Annual Meeting”) to be held on Friday, May 20, 2011, at the Omni Hotel at CNN Center in Atlanta, Georgia, commencing at 10:00 a.m., local time, and at any adjournment or postponement, for the purpose of considering and acting on the matters set forth in the accompanying Notice of Annual Meeting of Stockholders and in this Proxy Statement. Stockholders attending the Annual Meeting in person should follow the directions provided on the last page of this Proxy Statement.
 
As permitted by rules adopted by the Securities and Exchange Commission (the “SEC”), the Company has elected to provide the majority of its stockholders with access to its proxy materials over the Internet rather than providing them in paper form. Accordingly, the Company will send a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials via the Internet to most of its stockholders of record as of the close of business on March 25, 2011. If you received a Notice of Internet Availability of Proxy Materials, you will not receive a printed copy of the proxy materials unless you request it by following the instructions in the notice for requesting printed materials. On or about April 8, 2011, the Company will begin mailing the Notice of Internet Availability of Proxy Materials to stockholders entitled to vote at the Annual Meeting, as well as printed copies of the Proxy Statement and accompanying form of proxy to some stockholders.
 
A copy of the Company’s 2010 Annual Report to Stockholders has been sent simultaneously with this Proxy Statement or has been made available to all stockholders entitled to vote at the Annual Meeting.
 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Friday, May 20, 2011:
 
This Proxy Statement and the Company’s 2010 Annual Report to Stockholders are available electronically at www.timewarner.com/annualmeetingmaterials.
 
Submitting Your Proxy
 
Time Warner stockholders should submit their proxy or voting instructions as soon as possible.
 
If you received a Notice of Internet Availability of Proxy Materials: Please submit your proxy or voting instructions via the Internet using the instructions included in the Notice of Internet Availability of Proxy Materials.
 
If you received a paper copy of the proxy materials: If you are submitting your proxy by mail, please complete, sign and return the proxy card. To assure that your proxy is received in time to be voted at the Annual Meeting, the proxy card must be completed in accordance with the instructions on it and received prior to the Annual Meeting. If you are submitting your proxy by telephone, follow the “Vote by telephone” instructions on the Electronic Voting Instructions section of the proxy card delivered with the proxy materials. If you are submitting your proxy by Internet, follow the “Vote by Internet” instructions on the Electronic Voting Instructions section of the proxy card delivered with the proxy materials. Whichever method you select, to assure that your proxy is counted, you must submit it prior to 1:00 a.m., Central Time, on May 20, 2011. If your Time Warner common stock, par value $0.01 per share (“Common Stock”), is held in “street name,” you should submit your voting instructions in accordance with the instructions on the voting instruction form provided by the bank, brokerage firm or other nominee that holds Common Stock on your behalf.


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INFORMATION ABOUT THIS PROXY STATEMENT AND
THE ANNUAL MEETING
 
What proposals are being presented at the Annual Meeting?
 
Time Warner intends to present the following proposals at the Annual Meeting:
 
  •  To elect 13 directors for a term of one year and until their successors are duly elected and qualified.
 
  •  To ratify the appointment of the firm of Ernst & Young LLP as independent auditors of the Company for 2011.
 
  •  To hold an advisory vote on executive compensation.
 
  •  To hold an advisory vote on the frequency of holding an advisory vote on executive compensation.
 
  •  To approve an amendment to the Company’s Restated Certificate of Incorporation to remove absolute majority vote provisions.
 
  •  To consider a stockholder proposal on shareholder action by written consent, if the proposal is properly presented at the Annual Meeting.
 
  •  To transact such other business as may properly come before the Annual Meeting.
 
Other than matters set forth in this Proxy Statement, Time Warner does not know of any business or proposals to be considered at the Annual Meeting.
 
How does the Board of Directors recommend stockholders vote?
 
The Board of Directors recommends stockholders vote FOR the election of the nominees for election as directors; FOR the ratification of the appointment of Ernst & Young LLP as independent auditors of the Company for 2011; FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers; FOR the approval, on an advisory basis, of a vote on executive compensation every “3 YEARS”; FOR an amendment to the Company’s Restated Certificate of Incorporation to remove absolute majority vote provisions; and AGAINST the stockholder proposal described in this Proxy Statement. When voting via the Internet or by telephone, you may indicate that you wish to vote as recommended by the Board.
 
Who is entitled to vote?
 
Only holders of record of Common Stock at the close of business on March 25, 2011, the record date, are entitled to vote at the Annual Meeting.
 
How many votes do I have?
 
Every holder of Common Stock on the record date will be entitled to one vote per share on all matters properly presented at the Annual Meeting. On March 25, 2011, there were 1,082,132,163 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.
 
How do I attend the Annual Meeting?
 
For admission to the Annual Meeting, stockholders should register in advance by calling (855) 896-3388. In addition, stockholders will be required to present government-issued photo


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identification (e.g., driver’s license or passport) to be admitted to the Annual Meeting. The Annual Meeting will begin at 10:00 a.m. (local time) on Friday, May 20, 2011.
 
How do I vote?
 
If you are a holder of Common Stock on the record date, you can vote in the following ways:
 
  •  If you received a Notice of Internet Availability of Proxy Materials:
 
By Internet: by submitting your proxy (if you are a registered holder) or voting instruction form (if you hold your shares through a bank, brokerage firm or other nominee) by following the instructions included in the Notice of Internet Availability of Proxy Materials.
 
  •  If you are a registered holder and received a paper copy of the proxy materials:
 
By Internet: by submitting your proxy by following the “Vote by Internet” instructions on the Electronic Voting Instructions section of the proxy card at any time until 1:00 a.m., Central Time, on May 20, 2011.
 
By Telephone: by submitting your proxy by following the “Vote by telephone” instructions on the Electronic Voting Instructions section of the proxy card at any time until 1:00 a.m., Central Time, on May 20, 2011.
 
By Mail: by marking, dating and signing your proxy card in accordance with the instructions on it and returning it by mail in the pre-addressed reply envelope provided with the proxy materials. The proxy card must be received prior to the Annual Meeting.
 
  •  If you hold your shares through a bank, brokerage firm or other nominee and received a paper copy of the proxy materials, you should submit your voting instructions in accordance with the instructions on the voting instruction form provided by the nominee who holds the shares on your behalf.
 
  •  If you are planning to attend the Annual Meeting and wish to vote your shares in person, you will be given a ballot at the meeting. If your shares are held through a bank, brokerage firm or other nominee, you must obtain a legal proxy from the record holder of your shares to vote at the Annual Meeting.
 
Even if you plan to be present at the Annual Meeting, you are encouraged to vote your shares of Common Stock by submitting your proxy or voting instructions.
 
What does it mean to vote by proxy?
 
By submitting your proxy, you authorize the persons named in the proxy (Paul T. Cappuccio, John K. Martin, Jr. and Karen Magee) to vote your shares at the Annual Meeting in accordance with your instructions. All shares entitled to vote and represented by properly executed proxies received prior to the Annual Meeting, and not revoked, will be voted as instructed on those proxies. The Board does not currently know of any other matters to be presented at the Annual Meeting. If any other matters are properly presented at the Annual Meeting for consideration, the persons named in the proxy will have discretion to vote on those matters in accordance with their own judgment to the same extent you would be entitled to vote. They may also vote your shares to adjourn the Annual Meeting and will be authorized to vote your shares at any adjournments or postponements of the meeting. In accordance with the Company’s By-laws, the Annual Meeting may be adjourned, including by the Chairman, to permit the solicitation of additional proxies. You may not appoint more than three persons to act as your proxy at the Annual Meeting.


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May I change or revoke my proxy after I submit my proxy or voting instructions?
 
Yes, you may change your proxy at any time before it is exercised by either:
 
  •  Filing with the Corporate Secretary of the Company, at or before the taking of the vote at the Annual Meeting, a written notice of revocation or a duly executed new proxy, in either case dated later than the prior proxy relating to the same shares; or
 
  •  Attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not by itself revoke a proxy).
 
The written notice of revocation or subsequent proxy should be delivered to Time Warner Inc., One Time Warner Center, New York, NY 10019-8016, Attention: Corporate Secretary, or hand delivered to the Corporate Secretary before the taking of the vote at the Annual Meeting.
 
If you are a beneficial owner and hold shares through a broker or other nominee, you must contact your broker or nominee to revoke any prior voting instructions.
 
What if I submit my proxy card or voting instruction form but do not indicate how I am voting?
 
  •  If you sign and return your proxy card or voting instruction form without indicating your instructions for voting, your Common Stock will be voted FOR each of the Company proposals described as Proposals 1, 2, 3 and 5 in the Proxy Statement, for the approval of an advisory vote on executive compensation every “3 YEARS,” and AGAINST the stockholder proposal described as Proposal 6 in the Proxy Statement.
 
  •  If you hold an interest in the Time Warner Inc. Stock Fund under the Time Warner Savings Plan and you sign and return your voting instruction card without indicating your instructions for voting, Fidelity Management Trust Company, as Trustee, will vote your proportionate interest in the Common Stock held in the Time Warner Inc. Stock Fund FOR each of the Company proposals described as Proposals 1, 2, 3 and 5 in the Proxy Statement, for the approval of an advisory vote on executive compensation every “3 YEARS,” and AGAINST the stockholder proposal described as Proposal 6 in the Proxy Statement. If you do not provide any voting instructions via the Internet or by telephone and do not return a signed voting instruction card, your interest will be voted in the same proportion as other participants’ interests in the Time Warner Savings Plan for which Fidelity has received voting instructions. If you hold interests attributable to accounts transferred from the Time Incorporated Payroll-Based Employee Stock Ownership Plan and the WCI Employee Stock Ownership Plan, your interests attributable to such accounts will not be voted.
 
What constitutes a quorum?
 
The presence, in person or by proxy, of the holders of a majority of the Common Stock outstanding and entitled to vote at the Annual Meeting constitutes a quorum and is necessary for the conduct of business at the Annual Meeting.


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What vote is required to approve the proposals?
 
         
        Broker
        Discretionary
Proposal
  Vote Required
  Voting Permissible
 
PROPOSAL 1: Election of Directors
  The affirmative vote of a majority of the votes duly cast by the holders of Common Stock with respect to each nominee is required for the election of that nominee as a director.   No
         
PROPOSAL 2: Ratification of Appointment of Independent Auditors   The affirmative vote of a majority of the votes duly cast by the holders of Common Stock.   Yes
         
PROPOSAL 3: Advisory Vote on Executive Compensation   The affirmative vote of a majority of the votes duly cast by the holders of Common Stock.   No
         
PROPOSAL 4: Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation   The affirmative vote of a majority of the votes duly cast by the holders of Common Stock.   No
         
PROPOSAL 5: Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Remove Absolute Majority Vote Provisions   The affirmative vote of a majority of the outstanding shares of Common Stock.   No
         
PROPOSAL 6: Shareholder Action by Written Consent   The affirmative vote of a majority of the votes duly cast by the holders of Common Stock.   No
 
With respect to Proposals 1, 2, 3, 5 and 6, you may vote FOR, AGAINST or ABSTAIN. With respect to Proposal 4, you may vote for every 3 YEARS, 2 YEARS, 1 YEAR or ABSTAIN.
 
How are abstentions and broker “non-votes” counted?
 
If you are a beneficial owner of shares held in street name and do not provide the bank or broker that holds your shares with specific voting instructions, then under New York Stock Exchange rules, the bank or broker will have discretion to vote your shares on Proposals 2 and 5, but not with respect to the other Proposals, in which case your shares will be counted as a “broker non-vote” on those proposals.
 
Abstentions and broker “non-votes” are not included in the tabulation of the voting results on the election of directors or other issues requiring approval of a majority of the votes cast and, therefore, do not have the effect of votes in opposition. Abstentions will, however, have the effect of a vote “against” any proposals requiring the affirmative vote of holders of a majority of the outstanding shares of Common Stock entitled to vote, such as Proposal 5. Broker “non-votes” and shares with respect to which a stockholder abstains are included in determining whether a quorum is present at the Annual Meeting.


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How can I find the voting results?
 
The Company will disclose the final results of the voting in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.
 
What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or set of proxy materials?
 
It means you have multiple accounts at the transfer agent and/or with banks and stockbrokers. Please submit proxies or voting instructions for all of your Common Stock.
 
I share the same address with another Time Warner stockholder. Why has our household received only one Notice of Internet Availability of Proxy Materials or set of proxy materials?
 
The SEC’s rules permit the Company to deliver a single Notice of Internet Availability of Proxy Materials or a single set of proxy materials to one address shared by two or more of the Company’s stockholders. This practice is intended to reduce the Company’s printing and postage costs. The Company has delivered only one Notice of Internet Availability of Proxy Materials or one set of proxy materials to stockholders who hold their shares through a bank, broker or other holder of record and share a single address, unless the Company received contrary instructions from any stockholder at that address.
 
If you have received only one copy of the Notice of Internet Availability of Proxy Materials or set of proxy materials and wish to receive a separate copy for each stockholder in your household or if you have received multiple notices or sets of proxy materials and wish to receive only one, please notify your bank, broker or other holder of record, or Broadridge Financial Solutions, Inc. at (800) 542-1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717.
 
Who will bear the cost of solicitation?
 
Time Warner will bear all expenses of the solicitation, including the cost of preparing and mailing the Notice of Internet Availability of Proxy Materials and the proxy materials. In addition to solicitation by the use of the mail, directors, officers and employees of Time Warner may solicit proxies and voting instructions by telephone or other means of communication. Such directors, officers and employees will not be paid additional compensation but may be reimbursed for reasonable out-of-pocket expenses incurred in connection with such solicitation. Time Warner has retained D.F. King & Co., Inc. at an estimated cost of $24,500, plus reimbursement of expenses, to assist in its solicitation of proxies. Time Warner has also agreed to pay the reasonable expenses of banks, brokerage firms and other nominees for mailing the Notices of Internet Availability of Proxy Materials and proxy materials to beneficial owners of shares held of record by such banks, brokerage firms and other nominees.


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COMPANY PROPOSALS
 
PROPOSAL 1: Election of Directors
 
Director Nominees for 2011 Annual Meeting
 
Upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Nominating Committee”), the Board nominated for election at the Annual Meeting the slate of 13 nominees listed below. The section “Directors of the Company” on pages 29 to 41 of this Proxy Statement contains information regarding the backgrounds of the nominees, including the key skills and professional qualifications that the Board considered in concluding that the nominees are qualified to serve on the Company’s Board.
 
Directors are elected by a majority of the votes cast unless the election is contested, in which case directors are elected by a plurality of the votes cast. If an incumbent director nominee in an uncontested election receives more “against” votes than “for” votes, the director must submit an offer to resign from the Board. The Board will then consider the resignation offer and may either (i) accept the resignation offer or (ii) reject the resignation offer and seek to address the underlying cause(s) of the “against” votes. The Board is required to make its determination within 90 days following the certification of the stockholder vote and make a public announcement of its decision, including a statement regarding the reasons for its decision if the Board rejects the resignation offer.
 
Each of the nominees currently serves as a director of the Company and, other than Mr. Wachter (who was elected by the Board of Directors in October 2010 in accordance with the Company’s By-laws), was elected by the stockholders at the Company’s 2010 Annual Meeting of Stockholders. The nominees for director at the 2011 Annual Meeting will be elected to serve for a one-year term until the next annual meeting of stockholders and until their successors have been duly elected and qualified or until their earlier death, resignation or retirement. If any director nominee is unable or unwilling to serve as a director at the time of the annual meeting of stockholders, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be designated by the Board. As of the date of this Proxy Statement, the Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve as a nominee or as a director if elected.
 
The persons named in the proxy intend to vote such proxy for the election of each of the 13 nominees named below, unless the stockholder indicates on the proxy that the vote should be “against” any or all of the nominees.
 
The Board of Directors recommends a vote FOR the election of the 13 director nominees listed below.
 
James L. Barksdale
William P. Barr
Jeffrey L. Bewkes
Stephen F. Bollenbach
Frank J. Caufield
Robert C. Clark
Mathias Döpfner
Jessica P. Einhorn
Fred Hassan
Michael A. Miles
Kenneth J. Novack
Paul D. Wachter
Deborah C. Wright
 
Vote Required for Approval
 
A majority of the votes duly cast by the holders of Common Stock with respect to each director is required for the election of that director.


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PROPOSAL 2: Ratification of Appointment of Independent Auditors
 
The Audit and Finance Committee of the Board of Directors (the “Audit Committee”) has appointed Ernst & Young LLP as independent auditors of the Company to audit its consolidated financial statements for 2011, and the Board of Directors has determined that it would be desirable to request that the stockholders ratify such appointment. Representatives of Ernst & Young LLP will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to respond to appropriate questions from stockholders.
 
 
The Board of Directors recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as independent auditors.
 
Vote Required for Approval
 
The affirmative vote of a majority of the votes duly cast by the holders of Common Stock is required to ratify the appointment of Ernst & Young LLP. However, stockholder approval is not required for the appointment of Ernst & Young LLP because the Audit Committee is responsible for selecting the Company’s independent auditors. No determination has been made as to what action the Audit Committee or the Board of Directors would take if stockholders do not ratify the appointment.


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PROPOSAL 3: Advisory Vote on Executive Compensation
 
In accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and the related rules of the SEC, the Company is providing stockholders an advisory vote on executive compensation.
 
The Company’s executive compensation program is designed to advance the philosophy of the Compensation and Human Development Committee of the Board of Directors (the “Compensation Committee”) of motivating and retaining executives, holding the executives accountable for business and individual performance, and aligning the executives’ interests with those of the Company’s stockholders. To align executive pay with both the Company’s financial performance and the creation of long-term stockholder value, a significant portion of the compensation paid to the named executive officers is linked to performance-based short-term incentives (e.g., annual bonus) and long-term incentives (e.g., equity awards with multi-year vesting schedules or performance periods). The Compensation Committee continually reviews the compensation program to assess whether it achieves the desired goals.
 
The Compensation Committee and the Board of Directors believe that the Company’s 2010 executive compensation programs align well with the Compensation Committee’s philosophy and are linked to the Company’s performance. Stockholders are encouraged to read the “Compensation Discussion and Analysis” on pages 55 to 81 for information about the Company’s executive compensation programs and how they reflect the Compensation Committee’s philosophy and are linked to the Company’s performance.
 
The Company will ask its stockholders to vote on the following resolution at the Annual Meeting:
 
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narratives.”
 
 
The Board of Directors recommends a vote FOR the approval of the resolution.
 
Vote Required for Approval
 
The affirmative vote of a majority of the votes duly cast by the holders of Common Stock is required to adopt this proposal. However, the vote on executive compensation is advisory and, therefore, not binding on the Company, the Board of Directors or the Compensation Committee. The Board of Directors and the Compensation Committee may take into account the outcome of the vote when making future executive compensation decisions.


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PROPOSAL 4: Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation
 
In addition to the advisory vote on executive compensation in Proposal 3 above, in accordance with Section 14A of the Exchange Act, the Company is providing stockholders with an opportunity to vote, on an advisory basis, on whether future executive compensation advisory votes should be held every year, every two years, or every three years.
 
After careful consideration, the Board of Directors is recommending a vote in favor of holding an advisory vote on executive compensation every three years. In reaching this recommendation, the Board has considered the relevant legislative and regulatory requirements, the Company’s compensation programs and governance policies, the results of prior votes by the Company’s stockholders regarding proposals to hold advisory votes on executive compensation, the views expressed by the Company’s stockholders in discussions over recent months, and evolving industry practices.
 
The Board notes that the Company’s stockholders have expressed a range of views on the appropriate frequency of holding an advisory vote on executive compensation, and that in recent consultations the Company’s stockholders have expressed support for either a triennial or annual vote in approximately equal numbers. The Board has determined that, on balance, holding a vote every three years, with the flexibility to hold a vote more frequently if appropriate, is the best approach for Time Warner for the following reasons:
 
  •  A periodic vote is consistent with the Company’s practice in making changes to its executive compensation program. Typically, the Company has not made significant changes to its executive compensation program on an annual basis, but has done so less frequently and expects to do the same in the future. For example, the most recent significant change to the Company’s executive compensation program was in 2007 with the introduction of performance stock units to the Company’s long-term incentive program.
 
  •  It is also consistent with the long-term focus of the Company’s compensation objectives and programs, as discussed in this Proxy Statement, including the multi-year vesting and performance periods for long-term incentive compensation.
 
  •  Further, an advisory vote is an additional, but not exclusive, opportunity for stockholders to communicate with the Board and the Compensation Committee regarding the Company’s executive compensation programs.
 
  •  A longer cycle also reinforces a longer-term perspective with respect to executive compensation, providing the Compensation Committee with time to evaluate the results of the most recent advisory vote on executive compensation, as well as to develop and implement changes to the Company’s compensation programs and policies that may be appropriate, and then providing both the Compensation Committee and stockholders with the opportunity to assess the impact of those changes before the next advisory vote.
 
The Board of Directors looks forward to hearing from its stockholders on this Proposal and reviewing the results of this advisory vote.


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Stockholders may cast their vote on their preferred voting frequency by choosing the option of one year, two years or three years or may abstain from voting. In considering this vote, stockholders may wish to review the information presented in connection with the advisory vote (Proposal 3) above and the “Compensation Discussion and Analysis” on pages 55 to 81.
 
 
The Board of Directors recommends a vote for the option of every THREE YEARS as the frequency with which stockholders are provided an advisory vote on executive compensation.
 
Vote Required for Approval
 
The vote on this proposal is not intended to approve or disapprove the recommendation of the Board of Directors. If one of the frequency options (one year, two years or three years) receives the vote of a majority of the votes duly cast by the holders of Common Stock, it will be the frequency preferred by the stockholders. Because this vote is advisory and not binding on the Company or the Board of Directors, the Board will consider the vote, but may decide that it is in the best interests of the stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option determined to be the frequency preferred by the stockholders.


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PROPOSAL 5: Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Remove Absolute Majority Vote Provisions
 
The Board has approved an amendment to the Company’s Restated Certificate of Incorporation and a related amendment to the Company’s By-laws, and recommends that the Company’s stockholders approve the amendment to the Company’s Restated Certificate of Incorporation described below. The purpose and effect of these amendments will be to remove all remaining provisions in the Company’s Restated Certificate of Incorporation and By-laws that provide for stockholder action by more than a simple majority vote (i.e., a majority of the votes cast) other than where Delaware corporation law requires a different vote standard.
 
Specifically, the Board recommends that the stockholders approve an amendment to the Company’s Restated Certificate of Incorporation to remove the provisions in Articles VII and VIII that provide for an absolute majority vote standard (i.e., a majority of the Company’s outstanding shares) for certain stockholder actions. The amendment to Article VII removes the absolute majority vote requirement for stockholders to adopt, amend or repeal any provision of the Company’s By-laws. The amendment to Article VIII also removes the express requirement of an absolute majority vote (i) to amend, alter or repeal Article VIII, Article IX (which limits the liability of the directors of the Company to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by law), or Section 5 of Article IV (which authorizes the Company to redeem shares when a redemption is necessary to prevent the loss or secure the reinstatement of any license or franchise of the Company or its subsidiaries from a government agency) of the Restated Certificate of Incorporation or (ii) to adopt any provision inconsistent with Article VIII, Article IX, or Section 5 of Article IV of the Restated Certificate of Incorporation.
 
The Board has also approved an amendment to the Company’s By-laws to change the required vote of the stockholders to amend the By-laws from an absolute majority vote to a simple majority vote, subject to and effective upon the approval by the stockholders of the proposed amendment to the Company’s Restated Certificate of Incorporation.
 
In making this recommendation, the Nominating Committee and Board have considered the requirements of Delaware law, the potential governance implications of changing the stockholder vote standards, discussions with Company stockholders over the course of several months, and the vote in favor of a stockholder proposal calling for the Company to implement a simple majority vote standard that was presented at the Company’s annual meeting of stockholders in 2010. Based on these considerations, and the recommendation of the Nominating Committee, the Board has determined that the amendment to the Company’s Restated Certificate of Incorporation to remove the provisions in Articles VII and VIII requiring an absolute majority vote is in the best interests of the Company and its stockholders.
 
Summary of the Proposed Amendment and Required Vote Standard
 
The proposed amendment to the Restated Certificate of Incorporation is set forth in Annex A to this Proxy Statement, with deletions indicated by strikeouts. The form of the Certificate of Amendment to the Restated Certificate of Incorporation is set forth in Annex B to this Proxy Statement. The following description of the proposed amendments to Articles VII and VIII is qualified in its entirety by reference to the proposed amendment set forth in Annexes A and B.
 
Article VII of the Restated Certificate of Incorporation:  If the proposed amendment is approved, Article VII of the Restated Certificated of Incorporation will be amended to remove the requirement for an absolute majority vote for the stockholders to adopt, amend or repeal any


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provision of the Company’s By-laws. As a result, the Company’s By-laws would govern the vote required for any amendment to the By-laws by the stockholders. As noted above, the Board has approved an amendment to the By-laws that will become effective upon the approval by the stockholders of the proposed amendment to the Restated Certificate of Incorporation. The By-laws, as amended, will require that any amendment to the By-laws approved by the stockholders must be approved by a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at a meeting of stockholders, i.e., a simple majority vote. Therefore, if the proposed amendment is approved, once the Certificate of Amendment is filed with the Secretary of State of Delaware and becomes effective, the vote required for stockholders to amend the Company’s By-laws will be a simple majority vote.
 
Article VIII of the Restated Certificate of Incorporation:  Article VIII requires an absolute majority vote to alter, amend or repeal Article VIII itself, Article IX or Section 5 of Article IV of the Restated Certificate of Incorporation or to adopt any provision inconsistent with any of those sections. If the proposed amendment is approved, Article VIII will be amended to remove the express requirement of an absolute majority vote and will simply provide that the Company reserves the right to amend, alter or repeal any provision contained in the Restated Certificate of Incorporation in accordance with law. Article IX limits the liability of the directors of the Company to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by law. Section 5 of Article IV permits the Company to redeem shares of its common stock or other series or class of stock from stockholders if the redemption is necessary to prevent the loss or secure the reinstatement of a license or franchise from any governmental agency that requires some or all of the holders of the Company’s common stock or any other class or series of stock to possess certain qualifications. This provision protects the Company’s ability to take the steps necessary to retain valuable licenses and franchises granted by a governmental agency that might otherwise be subject to forfeiture based on the identify or qualifications of the Company’s stockholders.
 
The amendment to Article VIII will not have any current impact in practice because Delaware corporation law requires approval by a majority of the outstanding shares entitled to vote thereon to amend a corporation’s certificate of incorporation, which is an absolute majority voting standard. If Delaware corporation law is amended to provide for a different voting standard, then that voting standard would automatically apply to amendments to the Company’s Restated Certificate of Incorporation.
 
Implementation of the Proposed Amendment
 
If the proposed amendment is approved by the stockholders, the Company will file a Certificate of Amendment to the Restated Certificate of Incorporation with the Delaware Secretary of State promptly after the Annual Meeting, and the Certificate of Amendment will become effective upon filing. In addition, if this proposal is approved by the stockholders, the amendment to the By-laws (to require a simple majority vote for stockholders to amend the By-laws), which was previously approved by the Board of Directors, will become effective.
 
The Board of Directors recommends a vote FOR the approval of the proposed amendment to the Restated Certificate of Incorporation.
 
Vote Required for Approval
 
The affirmative vote of a majority of the Company’s outstanding shares of Common Stock is required to approve the proposed amendment to the Restated Certificate of Incorporation.


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STOCKHOLDER PROPOSAL
 
PROPOSAL 6: Shareholder Action by Written Consent
 
Mr. William Steiner, 12 Abbottsford Gate, Piermont, NY 10968, the beneficial owner of 4,200 shares of Common Stock, has advised the Company that he intends to propose a resolution at the Annual Meeting. Mr. Steiner has appointed John Chevedden of 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278 and/or his designee to act on his behalf in matters relating to the proposed resolution. The proposed resolution and statement in support there are set forth below:
 
6 — Shareholder Action by Written Consent
 
RESOLVED, Shareholders hereby request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting (to the fullest extent permitted by law).
 
Taking action by written consent in lieu of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A study by Harvard professor Paul Gompers supports the concept that shareholder dis-empowering governance features, including restrictions on shareholder ability to act by written consent, are significantly related to reduced shareholder value.
 
The merit of this Shareholder Action by Written Consent proposal should also be considered in the context of the need for improvement in our company’s 2010 reported corporate governance status:
 
The Corporate Library www.thecorporatelibrary.com, an independent investment research firm, rated our company “D” with “High Governance Risk” and “Very High Concern” for executive pay — $19 million for our CEO Jeffrey Bewkes.
 
Mr. Bewkes’ pay was too concentrated in market-priced stock options. Thus small increases in our company’s share price (unrelated to CEO performance) can result in a windfall.
 
Our board was the only significant directorship for 5 of our directors. This could indicate a significant lack of current transferable director experience for 40% of our board. Regarding the future trend in our director selection process, two of our newest directors bring experience from D-rated boards: Fred Hassan from Avon Products and William Barr from Dominion Resources.
 
Michael Miles was marked as a “Flagged (Problem) Director” by The Corporate Library because of his Citadel Broadcasting directorship as it went bankrupt in 2009. Mr. Miles was still allowed to be on our Executive Pay Committee and attracted our highest negative votes.
 
We had no independent Board Chairman, no Lead Director, no shareholder right to proxy access, no cumulative voting and no shareholder written consent. In spite of this we also had two inside-related directors who made up 40% of our Nomination committee (independence concern): James Barksdale and Kenneth Novack.
 
Please encourage our board to respond positively to this proposal and remedy the above type of practices: Shareholder Action by Written Consent — Yes on 6.


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COMPANY RECOMMENDATION:
 
The Board of Directors recommends a vote AGAINST this proposal for the following reasons:
 
  (i)  Without proper procedural protections, stockholder action by written consent (as proposed in the proposal) can deprive stockholders of a voice on an important matter and of information regarding the matter approved in the written consent;
 
  (ii)  Stockholder meetings are a better method to raise important matters for consideration by stockholders, and holders of 15% of the outstanding Common Stock already have the right to request a special meeting of stockholders; and
 
  (iii)  The adoption of the proposal as proposed will not enhance the Company’s existing corporate governance practices, which already provide stockholders with meaningful access to the Board and significant rights and protections.
 
First, without procedural protections, stockholder action by written consent can exclude minority stockholders from participating in an action or even receiving information regarding the matter approved in a written consent. The proposal provides no procedural protections, such as a requirement to provide a description of the proposed action and the reasons for the proposed action. This means that, for example, a group of stockholders representing a majority of the Common Stock could take a significant action, such as agreeing to sell the Company, without providing prior notice to all stockholders, an opportunity to discuss or raise objections to the proposed action or an opportunity to vote on the proposed action.
 
In addition, the proposal does not provide for reasonable procedural protections to prevent or limit the abuse of this mechanism for stockholder action. For example, if multiple groups of stockholders are able to solicit written consents at any time and as often as they wish, the solicitation of written consents could create a considerable amount of confusion and disruption among the Company’s stockholders.
 
Second, the Board believes that presenting matters to stockholders at a stockholder meeting is a superior method for stockholder action. The Company’s Common Stock is widely held by a large number of stockholders and, therefore, soliciting the Company’s stockholders for written consents would be expensive, time-consuming and impractical. By contrast, stockholders can present appropriate matters for a vote by the stockholders at an annual or special meeting by following advance notice and disclosure requirements, as set forth in the Company’s By-laws or as otherwise required by SEC rules, which allow all the Company’s stockholders to have an opportunity to be informed about matters that are being presented to stockholders for a vote. At a stockholder meeting, stockholders are able to ask questions, discuss any concerns or views that they have regarding a proposal, and vote on the matter. Under the Company’s By-laws, holders of 15% of the outstanding Common Stock may request that a special meeting of stockholders be held. Thus, the Company’s stockholders already have an effective mechanism for raising important matters for consideration by stockholders outside of the normal annual meeting cycle.
 
Third, the Company believes that its stockholders already have significant access to the Board, and rights and protections that reduce the need to be able to act by written consent. For example:
 
  •  As stated above, holders of 15% of the outstanding Common Stock may request a special meeting of stockholders.
 
  •  Stockholders may submit proposals for presentation at an annual meeting (including nominations of director candidates).


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  •  Stockholders may communicate directly with any director (including the Lead Independent Director), any Board committee or the full Board.
 
  •  The Board has been responsive to stockholder concerns, whether expressed through proposals or discussions between stockholder representatives and the Company. For example, following discussions with stockholders, the Company implemented changes so that holders representing at least 15% of the Company’s outstanding common stock can request a special meeting.
 
  •  Stockholders elect directors annually by majority vote in uncontested director elections, and any incumbent director who does not receive a majority of the votes cast for his or her election is required to offer to resign from the Board.
 
  •  The Board consists of a significant majority of independent directors (i.e., all of the directors except the Company’s CEO).
 
The Board believes that the Company’s existing corporate governance policies and practices provide stockholders with meaningful access to and accountability of Board members and better methods to bring matters before all the stockholders in an orderly and non-discriminatory fashion. Accordingly, the Board believes that the proposal, in the form presented, is not in the best interests of the Company or its stockholders and, therefore, it recommends a vote AGAINST the proposal.
 
Vote Required for Approval
 
The affirmative vote of a majority of the votes duly cast by the holders of Common Stock is required to adopt this proposal.


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CORPORATE GOVERNANCE AND BOARD MATTERS
 
Time Warner is committed to maintaining strong corporate governance practices that allocate rights and responsibilities among the Company’s stockholders, Board of Directors (the “Board” or the “Board of Directors”) and management in a manner that benefits the long-term interests of the Company’s stockholders. The Board regularly reviews and updates its corporate governance practices in light of proposed and adopted laws and regulations, the practices and experience of other leading companies, the recommendations of various corporate governance authorities, and discussions with and the expectations of the Company’s stockholders.
 
During 2010 and early 2011, the Board took a number of steps to further enhance the Company’s corporate governance practices, including the following:
 
  •  Special Stockholder Meetings.  At the Company’s 2010 annual meeting of stockholders, the Company proposed an amendment to its By-laws to lower the percentage of the combined voting power of the Company’s outstanding capital stock that can request a special meeting of stockholders from 25% to 15%. The proposed amendment was approved by the stockholders, and the By-laws were amended, effective May 21, 2010.
 
  •  New Independent Director.  In October 2010, the Board elected an additional independent director, Paul D. Wachter. Mr. Wachter is the founder and Chief Executive Officer of Main Street Advisors, Inc., a company that provides investment advisory services. As described below under “Directors of the Company — Professional Qualifications of Director Nominees for 2011 Annual Meeting” and “Directors of the Company — Background of Director Nominees for 2011 Annual Meeting,” Mr. Wachter brings to the Board his background in finance, investments and banking and the entertainment industry. Mr. Wachter also brings personal qualities that are important for service on the Board, such as integrity and sound judgment. The Nominating Committee led the director search process. Mr. Wachter was initially suggested as a potential candidate by officers of the Company other than the Chief Executive Officer. Mr. Wachter met with all of the members of the Nominating Committee, and the Nominating Committee recommended Mr. Wachter’s election to the Board.
 
  •  Committee Charters and Corporate Governance Policy.  In February 2011, the Board amended the charters of its three standing committees and the Corporate Governance Policy as follows:
 
  ○   The Audit Committee’s charter was amended to (i) authorize the Audit Committee to periodically review the Company’s strategy for and use of derivatives (including swaps that are subject to the exception for “end users” from the mandatory clearing and exchange trading provisions of the Dodd-Frank Act) and (ii) eliminate the provisions relating to the Audit Committee’s role as a Qualified Legal Compliance Committee (the Company’s chief legal officer now performs those duties).
 
  ○   The Nominating Committee’s charter was amended to, among other things, specify that the Nominating Committee, along with the Compensation Committee, will make recommendations to the Board regarding the frequency of stockholder advisory votes on executive compensation.
 
  ○   The Compensation Committee’s charter was amended to, among other things, specify that (i) the Compensation Committee may, as appropriate, consider stockholder views and the results of the most recent advisory vote on executive compensation in determining executive compensation and (ii) the Compensation Committee will make recommendations to the Board regarding the frequency of stockholder advisory votes on executive compensation and any other Company proposals regarding executive compensation for inclusion in the Company’s annual proxy statement.


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  ○   The Corporate Governance Policy was amended to provide that the Lead Independent Director will serve as the Chairman of the Board on an interim basis in the event of the death or disability of the Chairman.
 
The foregoing changes reflect in part the results of the Company’s long-standing practice of engaging with stockholders on corporate governance matters and responding to their views. In addition, following the adoption of Dodd-Frank Act in July 2010, the Company had additional discussions with stockholders regarding their views on various aspects of the legislation, including the stockholder advisory vote on executive compensation and the frequency of holding such vote.
 
The remainder of this section of the Proxy Statement summarizes the key features of Time Warner’s corporate governance practices.
 
Corporate Governance Documents
 
The Company has a corporate governance webpage at www.timewarner.com/governance. The Company’s By-laws, the Corporate Governance Policy (which includes the categorical standards for director independence), the charters of the Board’s three standing committees, the Policy Regarding Audit Partner Rotation, the Report on Executive Compensation Consultant, the Company’s codes of conduct, the Policy and Procedures Governing Related Person Transactions, the Policy on Determining the Leadership Structure of the Board of Directors, and the most recent Report on Determination of Current Board Leadership Structure are available on the Company’s corporate governance webpage. These documents are also available in print to any stockholder who requests them by writing to the Office of the Corporate Secretary, Time Warner Inc., One Time Warner Center, New York, New York 10019-8016.
 
Board Responsibilities and Oversight of Risk
 
The Board’s primary responsibility is to seek to maximize long-term stockholder value. The Board selects senior management of the Company, monitors management’s and the Company’s performance, and provides advice and counsel to management. Among other things, at least annually, the Board reviews the Company’s strategy and approves a business plan and budget for the Company. The Board also reviews and approves transactions in accordance with guidelines that the Board may adopt from time to time. In addition, the Board reviews and approves the leadership structure of the Board on at least an annual basis. In fulfilling the Board’s responsibilities, directors have full access to the Company’s management, internal and external auditors, and outside advisors.
 
As described in the Corporate Governance Policy, the Board is charged with general oversight of the management of the Company’s risks. The Board considers, as appropriate, risks among other factors in reviewing the Company’s strategy, business plan, budgets and major transactions. Each of the Board’s committees assists the Board in overseeing the management of the Company’s risks within the areas delegated to the committee. In particular, the Audit Committee assists the Board by reviewing a report from management on at least an annual basis on the risks facing the Company, management’s actions to address those risks, and the Company’s risk management processes. The report is also provided to the Board. In addition, the Compensation Committee oversees risks related to the Company’s compensation programs and policies and reviews at least annually management’s report on such risks.
 
Independent Directors
 
The Board undertook its annual review of director independence in March 2011 and determined that 12 of the 13 current directors (or 92% of the Board) and 12 of the 13 nominees for director are


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independent under the listing standards of the NYSE and the Company’s By-laws and Corporate Governance Policy, which includes the categorical standards for director independence adopted by the Board. To assist the Board with its determination, the categorical standards follow the NYSE rules and establish guidelines as to employment and commercial relationships that may affect a director’s independence and categories of relationships that are not deemed material for purposes of director independence. The following directors were determined by the Board to be independent: James L. Barksdale, William P. Barr, Stephen F. Bollenbach, Frank J. Caufield, Robert C. Clark, Mathias Döpfner, Jessica P. Einhorn, Fred Hassan, Michael A. Miles, Kenneth J. Novack, Paul D. Wachter and Deborah C. Wright. Mr. Bewkes is an executive officer of the Company and thus cannot qualify as an independent director. Each of the current directors is a nominee for director and there are no nominees who do not currently serve as a director. Each member of the Audit Committee, Compensation Committee, and Nominating Committee satisfies the respective standards of independence applicable to such committees.
 
In evaluating the independence of each director, the Board considered the following types of transactions or relationships:
 
  •  Business Transactions:  The Board considered that the Company and its subsidiaries in the ordinary course of business have: (i) received advertising revenues during the last three years from Harvard University (Mr. Clark is a Distinguished Service Professor), Axel Springer AG (Mr. Döpfner serves as Chairman and Chief Executive Officer) and Staples, Inc. (an immediate family member of Mr. Miles serves as an executive officer) and the 2010 advertising revenues from such companies were, in each case, less than 0.02% of the Company’s total revenues in 2010, (ii) purchased products or services during the last three years from (x) Axel Springer AG (license rights, content, advertising and promotional fees) and that the 2010 purchases were less than 0.01% of Axel Springer’s total revenues in 2009 and (y) Staples, Inc. (office supplies) and that the 2010 purchases were less than 0.002% of Staples, Inc.’s total revenues in 2010, and (iii) received professional legal services from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC during the last three years (Mr. Novack is a Senior Counsel and a retired partner who no longer practices law and does not have a direct or indirect interest in the legal services provided to the Company) and that the fees for the 2010 services were less than 0.25% of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo’s total revenues in 2009 and less than 0.7% of the total fees paid by the Company in 2010 for professional legal services. In addition, the Board considered that the Time Warner Foundation, Inc., a non-profit organization, holds one certificate of deposit at Carver Federal Savings Bank (Ms. Wright serves as Chairman, President and Chief Executive Officer) that was less than 0.06% of Carver Federal Savings Bank’s total deposits in 2010.
 
  •  Charitable Contributions:  Discretionary charitable contributions to organizations for which a director or a director’s spouse serves as an executive officer. These contributions were consistent with the Company’s philanthropic practices and well below the thresholds set forth in the Company’s Corporate Governance Policy. None of the contributions exceeded $230,000 to any single organization.
 
  •  Other Relationships:  The Board also considered the following relationships that existed in 2010 or early 2011: (i) Mr. Caufield is a co-founder of Kleiner Perkins Caufield & Byers, where Mr. Barksdale served as a strategic limited partner; (ii) Mr. Hassan serves as a director of Avon Products, Inc., where Ann Moore, the recently retired Chairman and CEO of Time Inc., a subsidiary of the Company, serves as a director; and (iii) Ms. Wright serves as Chairman, President and Chief Executive Officer of Carver Bancorp, Inc. where an officer of the Company (who is not an executive officer) previously served as a director until February 2010.


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The Nominating Committee and the Board of Directors reviewed the transactions or relationships described above and, based on the Company’s categorical standards and the NYSE rules governing director independence, the Board determined that the transactions or relationships did not impair the applicable director’s independence.
 
Board Leadership
 
Policy on Determining the Leadership Structure of the Board of Directors.  Under the Company’s Policy on Determining the Leadership Structure of the Board of Directors, the Nominating Committee is responsible for reviewing the leadership structure of the Board on at least an annual basis and at times of potential change in individuals holding Board leadership positions (e.g., retirement, resignation, or renewal of employment agreements). As part of this review, the Nominating Committee evaluates: (i) whether to have a Lead Independent Director, (ii) the responsibilities of the positions of Chairman of the Board and Lead Independent Director, and (iii) the qualifications for those positions, including whether the position of Chairman of the Board should be held by the CEO, an independent director, or a non-independent director other than the CEO. The Nominating Committee makes its recommendations to the full Board, which is responsible for approving the leadership structure of the Board. The policy sets forth the factors the Nominating Committee and Board consider in making the determinations.
 
In January 2011, upon the recommendation of the Nominating Committee, the Board determined that the current structure, with one individual serving as Lead Independent Director and another serving as the Company’s Chairman of the Board and Chief Executive Officer, is effective and appropriate. The report on the Board’s determination of its leadership structure is posted on the Company’s corporate governance webpage. As set forth in this report, the Board believes that having a single individual serve as both Chairman and CEO is effective and appropriate and provides clear governance, leadership and accountability as the Company executes its strategy as a content-focused company, including the digital transformation of its businesses. The Board also believes that the current structure has provided for an effective flow of information to, and discussion among, members of the Board regarding the Company’s strategy and performance.
 
As described in the report, the Nominating Committee considered numerous factors prior to providing its recommendation to the Board that the current Board leadership structure be maintained, including (among other factors): (i) the scope and nature of the respective responsibilities of the Chairman of the Board, CEO and Lead Independent Director and the qualifications for each position, (ii) the current policies and practices that the Company has in place to ensure independent oversight of management, (iii) the views expressed by the Company’s directors and stockholders regarding the Board’s leadership structure, (iv) the practices in the United States and other countries, (v) recent legislative and regulatory developments relating to board leadership, and (vi) the impact that changing the current effective leadership structure would have on the Company.
 
Lead Independent Director.  Mr. Caufield has served as Lead Independent Director since 2006. He was most recently re-elected to the position in May 2010 by the independent directors. As described in the Company’s Corporate Governance Policy, the Lead Independent Director presides at executive sessions of the Board (see “Board Meetings, Executive Sessions and Attendance” below) and serves as the liaison between the Chairman and the other directors (unless the matter under consideration is within the jurisdiction of one of the Board’s committees). In addition, the Lead Independent Director’s responsibilities include (i) advising the Chairman of the Board with respect to the schedule, agenda and information for Board meetings (including possessing the ability to include specific items on those agendas), (ii) advising the Chairman of the Board with respect to


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consultants who may report directly to the Board, and (iii) being available, as appropriate, for communication with the Company’s stockholders. The Lead Independent Director will also serve as the Chairman of the Board on an interim basis in the event of the death or disability of the Chairman.
 
Board Meetings, Executive Sessions and Attendance
 
The Board of Directors generally holds at least six meetings each year, including a meeting devoted to addressing the Company’s strategy. The Board of Directors also communicates informally with management on a regular basis.
 
The Company’s independent directors meet by themselves, without management or any non-independent directors present, at every regularly scheduled Board meeting. Any independent director may request additional executive sessions. These executive sessions are led by the Lead Independent Director, except for those portions of the executive session when it is appropriate for a Chair of the committee that has primary responsibility for the matter being discussed to lead the discussion.
 
During 2010, the Board met 10 times. No incumbent director attended fewer than 75% of (i) the total number of meetings of the Board held during the period for which he or she served as a director or (ii) the total number of meetings of the committees held during the period for which he or she served as a committee member. The Company’s directors are encouraged and expected to attend the annual meetings of the Company’s stockholders. Eleven of the 12 directors nominated for election at the 2010 Annual Meeting of Stockholders attended that meeting. Mr. Döpfner was not able to attend the meeting, and Mr. Wachter was appointed to the Board after the 2010 Annual Meeting of Stockholders.
 
Board Self-Evaluation
 
The Board of Directors conducts a self-evaluation of its performance annually, which includes a review of the Board’s composition, responsibilities, leadership and committee structure, processes and effectiveness. Each standing committee of the Board also conducts an annual self-evaluation.
 
Director Orientation and Education
 
Upon joining the Board of Directors, each new director is provided with an orientation regarding the role and responsibilities of the Board and the Company’s operations. As part of this orientation, new directors meet with members of the Company’s senior management. From time to time, the Company’s executives and the heads of its business groups make presentations to the Board regarding their respective areas. The Company is also committed to the ongoing education of its directors and therefore reimburses directors for reasonable expenses relating to ongoing director education.
 
Committees of the Board
 
The Board has three standing committees: the Audit and Finance Committee (also referred to as the Audit Committee), the Nominating and Governance Committee (also referred to as the Nominating Committee) and the Compensation and Human Development Committee (also referred to as the Compensation Committee), each of which has a written charter that is posted on the Company’s corporate governance webpage. Each committee is composed entirely of independent directors. The Chair of each committee is elected by the Board and rotated periodically. Each committee holds regular executive sessions at which management is not present. Each committee is also authorized to retain its own outside counsel and other advisors as it desires.


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The table below provides a brief summary of the committees’ current members and the number of meetings held by each committee during 2010:
 
                   
Independent Director     Audit Committee     Nominating Committee     Compensation Committee
James L. Barksdale
          •       
William P. Barr
                • 
Stephen F. Bollenbach
    •            CHAIR
Frank J. Caufield
          •      • 
Robert C. Clark
    •      CHAIR      
Mathias Döpfner
                • 
Jessica P. Einhorn
    •      •       
Fred Hassan
    •             
Michael A. Miles
                • 
Kenneth J. Novack
          •       
Paul D. Wachter
    •             
Deborah C. Wright
    CHAIR            
Number of Meetings in 2010
    8     7     8
                   
 
Audit Committee.  The Audit Committee assists the Board of Directors in fulfilling its responsibilities in connection with the Company’s (i) independent auditors, (ii) internal audit function, (iii) ethics and compliance program and risk management policies and processes, (iv) responses to any regulatory actions involving financial, accounting and internal control matters, (v) earnings releases and guidance, financial statements and systems of disclosure controls and procedures and internal control over financial reporting, (vi) capital structure and financial capacity and strategy and (vii) the performance and funding of the Company’s retirement programs.
 
The Board has determined that each of the members of the Audit Committee is financially literate in accordance with the NYSE listing standards. In addition, the Board has determined that each of Messrs. Bollenbach, Clark, Hassan and Wachter and Ms. Wright is an “audit committee financial expert” as defined under rules promulgated by the SEC.
 
Nominating Committee.  The Nominating Committee is responsible for assisting the Board in relation to (i) corporate governance, (ii) director nominations, (iii) committee structure and appointments, (iv) Board leadership structure, Chairman and CEO performance evaluations and CEO succession planning, (v) annual Board performance evaluations, (vi) non-employee director compensation, (vii) regulatory matters relating to corporate governance, (viii) stockholder proposals and communications, (ix) related person transactions, and (x) the Company’s corporate social responsibility activities.
 
Compensation Committee.  The Compensation Committee is responsible for (i) approving the compensation of and employment agreements for, and reviewing benefits provided to, the Company’s senior executives, (ii) approving long-term incentive awards, (iii) overseeing the Company’s disclosure regarding executive compensation, (iv) reviewing the Company’s overall compensation structure and benefit plans, including risks related to the Company’s compensation programs and policies, (v) reviewing the Company’s response to regulatory developments affecting compensation and stockholder advisory votes regarding compensation, (vi) reviewing and recommending officer appointments, and (vii) overseeing the Company’s human development


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programs, including recruitment, retention, development, diversity and internal communication programs.
 
Compensation Committee Interlocks and Insider Participation
 
Consistent with the Company’s categorical standards for director independence and the charter of the Compensation Committee, none of the Compensation Committee members (i) has ever been an officer or employee of the Company or (ii) was a participant in a “related person” transaction in 2010. None of the Company’s executive officers serves, or in 2010 served, as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of the Company’s Board of Directors or the Compensation Committee.
 
Criteria for Membership on the Board
 
In accordance with the Company’s Corporate Governance Policy and the Nominating Committee’s policy statement regarding director nominations, the Nominating Committee and the Board take into consideration many factors, including independence, in reviewing candidates to select as nominees for director. The Nominating Committee and the Board also apply the same criteria to all candidates, whether the candidate is proposed by a stockholder or is identified through another source.
 
Criteria Applicable to All Directors.  The Board of Directors believes it is important for the Board to reflect the appropriate combination of skills, professional experience, and diversity of backgrounds in light of the Company’s current and expected future business needs. Each director must possess certain personal qualities, including financial literacy and a demonstrated reputation for integrity, judgment, and business acumen, as well as high personal and professional ethics. In addition, each director must be at least 21 years of age at the commencement of service as a director and less than 72 years of age at the time of nomination.
 
Each director must have the time and ability to make a constructive contribution to the Board, as well as a clear commitment to fulfilling the director’s fiduciary duties and serving the interests of all the Company’s stockholders. Each director must satisfy the requirements of antitrust laws, which limit service as an officer or director of the Company’s significant competitors. In addition, to help ensure that directors have sufficient time to devote to their responsibilities as a member of Time Warner’s Board, the Board has determined that directors should generally serve on no more than five other public company boards. Directors are also required to offer their resignation upon a significant change in their primary professional responsibilities, and, in such case, the Nominating Committee will make a recommendation to the Board as to whether to accept the offer of resignation.
 
Additional Criteria for Incumbent Directors.  Incumbent directors on the Board are expected to attend the meetings of the Board and of any committees on which they serve and the annual meetings of stockholders, to stay informed about the Company and its businesses, to participate in the discussions of the Board and its committees, to comply with applicable Company policies, and to provide advice and counsel to the Company’s management.
 
Additional Criteria for New Directors.  The Nominating Committee has identified additional criteria for new members of the Board in light of the Company’s current and expected structure and


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business needs. The following criteria may further evolve over time depending on changes in the Board and the Company’s business needs and environment:
 
  •  Professional Experience.  New candidates for the Board should have significant high-level leadership experience at a public corporation or other firm, in government or at a non-profit institution.
 
  •  Diversity.  Although the Company does not have a specific policy on diversity of the Board, the Company’s Corporate Governance Policy requires the Nominating Committee and the Board to consider the Board’s overall composition when considering director candidates, including whether the Board has an appropriate combination of professional experience, skills, knowledge and variety of viewpoints and backgrounds in light of the Company’s current and expected future business needs. In addition, as set forth in the Nominating Committee’s policy statement regarding director nominations, the Nominating Committee also believes that it would be desirable for new candidates to contribute to the variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences.
 
  •  Committee Eligibility.  In addition to satisfying the independence requirements that apply to directors generally, the Nominating Committee believes that it would be desirable for new candidates for the Board to satisfy the requirements for serving on the Board’s committees, as set forth in the charters for those committees and applicable regulations.
 
  •  Director Experience.  The Nominating Committee believes it would also be useful for candidates for the Board to have experience as a director of a major public corporation.
 
Independence.  Under NYSE rules, the Company must have a majority of independent directors who satisfy applicable independence standards. The Company’s By-laws also provide that a majority of the members of the Board must be independent. In addition, the Board has established the objective that a substantial majority of the Board should be independent. The Board and the Nominating Committee have established a policy that any newly nominated non-employee director must satisfy the requirements to be an independent member of the Board. For a director to be considered independent, the director must satisfy the applicable regulatory requirements, including the NYSE’s listing standards, and the categorical standards for director independence set forth in the Company’s Corporate Governance Policy. The Board must also determine that the director has no material relationship with the Company or its subsidiaries and that the director is free of any other relationship — whether with the Company or otherwise — that would interfere with his or her exercise of independent judgment. All of the Company’s directors and nominees for director are independent, except for Mr. Bewkes, the Company’s Chairman and CEO.
 
Director Nomination Process and Director Elections
 
There are a number of different ways in which an individual can be nominated for election to the Board of Directors.
 
Nominations Developed by the Nominating Committee.  The Nominating Committee may identify and propose an individual for election to the Board. This involves the following steps:
 
  •  The Nominating Committee conducts periodic assessments of the overall composition of the Board in light of the Company’s current and expected future business needs and, as a result of such assessments, the Nominating Committee may establish specific qualifications that it will seek in Board candidates. The Nominating Committee reports on the results of these assessments to the full Board of Directors.


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  •  In light of such assessments, the Nominating Committee may seek to identify new candidates for the Board who possess the specific qualifications established by the Nominating Committee and satisfy the other requirements for Board service. In identifying new director candidates, the Nominating Committee seeks advice and names of candidates from Committee members, other members of the Board, members of management, major stockholders, and other public and private sources. The Nominating Committee may also, but need not, retain a search firm to assist it in these efforts. The Nominating Committee retained an outside search firm that assisted the Nominating Committee in identifying Mr. Wachter as a director nominee.
 
  •  The Nominating Committee reviews the potential new director candidates identified through this process, including the candidates’ qualifications as compared to the specific criteria established by the Nominating Committee and the more general criteria established by the By-laws and Corporate Governance Policy. The Nominating Committee may also select certain candidates to be interviewed by one or more Committee members.
 
  •  The Nominating Committee also reviews the qualifications of incumbent candidates for re-nomination to the Board annually. This review involves an analysis of the criteria described above that apply to incumbent directors.
 
  •  The Nominating Committee recommends a slate of candidates for the Board of Directors to submit for approval to the stockholders at the annual stockholders meeting. This slate may include both incumbent and new director nominees. In addition, apart from this annual process, the Nominating Committee may, in accordance with the By-laws, recommend that the Board elect new members of the Board who will serve until the next annual stockholders meeting.
 
Stockholder Nominations Submitted to the Nominating Committee.  Stockholders may submit names of director candidates, including their own, to the Nominating Committee for its consideration. The process for stockholders to use in submitting names of director candidates to the Nominating Committee is described below under “Other Procedural Matters — Procedures for Submitting Director Recommendations and Nominations.”
 
Stockholder Nominations Submitted to Stockholders.  Stockholders may choose to submit nominations directly to the Company’s stockholders. The Company’s By-laws set forth the process that stockholders may use if they choose this approach, which is described below under “Other Procedural Matters — Procedures for Submitting Director Recommendations and Nominations.”
 
Corporate Governance Policy
 
The Corporate Governance Policy describes the principles and practices that guide the Board of Directors in carrying out its duties, including its size and composition, the categorical standards used in analyzing director independence, the criteria and process used in selecting directors, leadership structure, term, compensation and stock ownership, responsibilities, communications with stockholders, meetings, committees, and education and orientation programs.
 
Codes of Conduct
 
To help assure the highest levels of business ethics at the Company, the Board of Directors has adopted the following three codes of conduct.
 
  •  The Company’s Standards of Business Conduct apply to the Company’s employees, including any employee directors, and establish policies pertaining to employee conduct in the workplace, electronic communications and information security, accuracy of books, records and financial statements, securities trading, confidentiality, conflicts of interest, fairness in business practices,


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  the Foreign Corrupt Practices Act, antitrust laws and political activities and solicitations. Failure to observe the terms of the Standards of Business Conduct can result in disciplinary action (including termination of employment).
 
  •  The Company’s Code of Ethics for Senior Executive and Senior Financial Officers applies to certain senior executives of the Company, including the Company’s Chief Executive Officer, Chief Financial Officer and Controller, and serves as a supplement to the Standards of Business Conduct. Among other things, the code mandates that the designated officers engage in honest and ethical conduct, avoid and disclose potential conflicts of interest, comply with all applicable governmental rules and regulations and promptly report any possible violation of the code. Additionally, the code requires that these individuals promote full, fair, understandable and accurate disclosure in the Company’s publicly filed reports and other public communications and sets forth standards for accounting practices and records. There were no waivers in 2010 under either the Code of Ethics for Senior Executive and Senior Financial Officers or the Standards of Business Conduct with respect to any of the senior executives covered by the Code of Ethics for Senior Executive and Senior Financial Officers.
 
  •  The Guidelines for Non-Employee Directors assist the Company’s non-employee directors in fulfilling their fiduciary and other duties to the Company. In addition to affirming the directors’ duties of care and loyalty, the guidelines set forth specific policies addressing, among other things, securities trading and reporting obligations, gifts, the Foreign Corrupt Practices Act, political contributions and antitrust laws.
 
Policy and Procedures Governing Related Person Transactions
 
The Time Warner Inc. Policy and Procedures Governing Related Person Transactions sets forth procedures for the review and approval or ratification of transactions involving related persons, which consist of directors, director nominees, executive officers, holders of more than 5% of any outstanding class of the Company’s voting securities, and immediate family members or certain affiliated entities of any of the foregoing persons. The Nominating Committee (or its Chair, under certain circumstances) is responsible for applying the policy with the assistance of the General Counsel or his designee (if any). Transactions covered by the policy consist of any financial transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (ii) the Company (including any of its consolidated subsidiaries) is, will or may be expected to be a participant, and (iii) any related person has or will have a direct or indirect material interest.
 
The policy also includes a list of categories of transactions identified by the Board as having no significant potential for an actual or apparent conflict of interest or improper benefit to a related person, and thus are not subject to review by the Nominating Committee. These excluded transactions consist of the following:
 
  •  Ordinary Course Transactions with Other Entities.  Transactions between the Company and another entity with which a related person is affiliated, if the transactions occur in the ordinary course of business and are consistent with other transactions in which the Company has engaged with third parties, unless (a) the related person serves as an executive officer, employee, or beneficial owner of an equity interest of 10% or more in the other entity and (b) the transactions, in the aggregate, represent more than 5% of the Company’s consolidated gross revenues for the prior fiscal year or 2% of the other entity’s gross revenues for the prior fiscal year;


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  •  Charitable Contributions.  Discretionary charitable contributions by the Company to an established non-profit entity with which a related person is affiliated, if the contributions are consistent with the Company’s philanthropic practices, unless (a) the related person is an executive officer or director of the non-profit entity and (b) the Company’s contributions represent (or are expected to represent), for the most recent fiscal year, more than: (i) the greater of $100,000 or 10% of the individual non-profit entity’s annual gross revenues (for entities with gross revenues up to $10.0 million per year), or (ii) the greater of $1.0 million or 2% of the individual non-profit entity’s annual gross revenues (for entities with gross revenues of more than $10 million per year), or (iii) the greater of $1.0 million or 2% of the annual gross revenues in the aggregate of all of the related person’s affiliated non-profit entities that have received charitable contributions by the Company during the current calendar year;
 
  •  Transactions with Significant Stockholders.  Transactions between the Company and another entity known to the Company to be the beneficial owner of more than 5% of any outstanding class of the Company’s voting securities (a “Significant Stockholder”), if the transactions occur in the ordinary course of business and are consistent with other transactions in which the Company has engaged with third parties, unless the transactions, in the aggregate, represent more than 5% of the Company’s consolidated gross revenues for the prior fiscal year or 2% of the Significant Stockholder’s gross revenues for the prior fiscal year;
 
  •  Non-employee Position with Other Affiliated Entities.  Transactions where the related person’s interest in the transaction is based solely on his or her position as a non-employee director of a for-profit entity or a non-employee director, trustee or unpaid volunteer at a non-profit organization;
 
  •  Reported Executive or Director Compensation.  Compensation paid to a director or an executive officer of the Company if the compensation is required to be reported in the Company’s annual report on Form 10-K or proxy statement under the SEC’s compensation disclosure requirements;
 
  •  Other Executive Compensation.  Compensation paid to an executive officer of the Company if (a) he or she is not an “immediate family member” otherwise covered by the policy and the compensation would be reported in the Company’s annual report on Form 10-K or proxy statement if the executive officer was a “named executive officer” (as defined under SEC rules) and (b) the Compensation Committee approved (or recommended that the Board approve) such compensation;
 
  •  Transactions Where All Stockholders Receive Proportional Benefits.  Transactions where the related person’s interest arises solely from the ownership of the Common Stock and all holders of the Common Stock received the same benefit on a pro rata basis (e.g., dividends);
 
  •  Transactions Involving Competitive Bids, Regulated Transactions and Certain Banking-Related Services.  Transactions involving a related person (i) where the rates or charges involved are determined by competitive bids, (ii) involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority, or (iii) involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services;
 
  •  Indemnification Payments.  Indemnification payments made to a related person pursuant to the Company’s By-laws; and
 
  •  Other.  Other categories of transactions that may be identified by the Nominating Committee from time to time.


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The General Counsel or his designee will assess whether any proposed transaction involving a related person is a related person transaction covered by the policy. If so, the transaction will be presented to the Nominating Committee for review and consideration at its next meeting or, in certain instances where waiting to the next meeting is not advisable, to the Chair of the Nominating Committee. Review of a proposed transaction should occur before the commencement of a transaction or entry into a contract related to a transaction that requires review under the policy. If advance Committee review and approval of a related person transaction is not feasible or not identified prior to commencement of a transaction, then the transaction will be considered and, if the Nominating Committee determines it to be appropriate, ratified at the Nominating Committee’s next regularly scheduled meeting. In determining whether to approve or ratify a related person transaction covered by the policy, the Nominating Committee may review such facts and circumstances and take into account such factors as it deems appropriate. Since the beginning of 2010, there were no transactions with any related person that were reportable as related person transactions under SEC rules and no transactions covered by the Policy and Procedures Governing Related Person Transactions.
 
Corporate Social Responsibility
 
Time Warner is committed to effective corporate governance practices, including keeping stockholders, the investment community and others informed of the Company’s activities relating to environmental, social and governance matters. The Company intends to update the information about its corporate social responsibility efforts regularly as appropriate on its website to provide stockholders with information in a dynamic and timely manner. As a result of discussions with stockholders represented by Investor Voice, working on behalf of Newground Social Investment, the information available on the Company’s website will include a discussion of the Company’s engagement with its stockholders and others, the Board’s role in reviewing sustainability matters, and other areas related to the Company’s corporate social responsibility efforts.
 
Ethical Sourcing Guidelines
 
The Time Warner Ethical Sourcing Guidelines set forth the standards in areas such as employment, health, safety and the environment that the Company expects its vendors to follow. The Company expects that its vendors will establish and actively review, monitor and modify their management processes and business operations so that their operations align with the principles set forth in the Guidelines. The failure to follow the Guidelines may impact a vendor’s ability to continue to do business with the Company. The Guidelines are posted on the Company’s website at www.timewarner.com/citizenship under the topic of Global Supply Chain — Ethical Sourcing.


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DIRECTORS OF THE COMPANY
 
Professional Qualifications of Director Nominees for 2011 Annual Meeting
 
The Board of Directors believes that the Company would be best served by a board of directors consisting of individuals who have a variety of complementary skills, professional experience and backgrounds and who bring diverse viewpoints and perspectives to the Board. The Nominating Committee and the Board consider these individual skills, professional experience and backgrounds in the broader context of the Board’s overall composition, so that the Board collectively possesses the appropriate skills and experience to oversee the Company’s business. In light of the Company’s current and expected business needs, the Board considered the following categories of business experience in evaluating the director candidates to be nominated for election to the Board of Directors.
 
  •   Leadership and Senior Management:  Each of the Company’s director nominees has significant experience serving as a founder, chief executive officer or a senior executive of a major corporation or firm (or a comparable position in government or the non-profit sector).
 
  •   Media, Communications or Technology Businesses:  Each of Messrs. Barksdale, Barr, Bewkes, Bollenbach, Caufield, Döpfner, Miles, Novack and Wachter has extensive knowledge of and experience in media, communications and/or technology businesses.
 
  •   Finance, Investments or Banking:  Each of Messrs. Barksdale, Barr, Bollenbach, Caufield, Clark, Hassan, Novack and Wachter and Mses. Einhorn and Wright has extensive knowledge of and experience in finance, investments and/or banking.
 
  •   Consumer-Focused Businesses:  Each of Messrs. Barksdale, Barr, Bewkes, Bollenbach, Döpfner, Hassan, Miles, Novack and Wachter and Ms. Wright has extensive knowledge of and experience in businesses with products or services that directly serve consumers.
 
  •   Legal, Regulatory and Government Relations.  Each of Messrs. Barr, Clark, Hassan, Novack and Wachter and Mses. Einhorn and Wright has extensive legal, regulatory and/or government relations experience.
 
  •   International Operations or Global Economic Policy:  Each of Messrs. Barksdale, Barr, Bewkes, Bollenbach, Caufield, Döpfner, Hassan and Miles and Ms. Einhorn has extensive knowledge of and experience in managing or investing in companies with international operations or experience with policies regarding global economic development and cooperation.


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Background of Director Nominees for 2011 Annual Meeting
 
Set forth below is information regarding each of the 13 nominees, including their age as of the date of the 2011 Annual Meeting, current and prior professional experience, tenure on the Company’s Board, service on the boards of directors of other companies, and key skills and professional qualifications that the Board considered, along with the information under “Professional Qualifications of Director Nominees for 2011 Annual Meeting” above, in concluding that the director nominees are qualified to serve on the Company’s Board. To the extent that any of the director nominees previously served as a director of either the company then known as America Online, Inc. (“Historic AOL”) or the company then known as Time Warner Inc. (“Historic TW”) prior to the merger of Historic AOL and Historic TW on January 11, 2001, this prior service is described in the information set forth below.
 
         
     
(PHOTO OF JAMES L. BARKSDALE)   James L. Barksdale        Age 68        Director since January 2001

Chairman and President of Barksdale Management Corporation,
a private investment management company — April 1999 to present.
       
 
  Prior Professional Experience:  Mr. Barksdale served as President and Chief Executive Officer of Netscape Communications Corp. from 1995 to 1999 (when it was acquired by Historic AOL); Chief Operating Officer and then Chief Executive Officer of McCaw Cellular Communications (now AT&T Wireless Services) from 1992 to 1994; Chief Information Officer and then Executive Vice President and Chief Operating Officer of FedEx Corporation from 1979 to 1992; and Chief Information Officer and in other management positions at Cook Industries from 1972 to 1979.
       
 
  Public Company Directorships:  Mr. Barksdale serves as a director of FedEx Corporation. During the past five years, Mr. Barksdale also served as a director of Sun Microsystems, Inc. (now Oracle Corporation). He served as a director of Historic AOL from March 1999 to January 2001.
       
 
  Key Skills and Qualifications:  Mr. Barksdale brings more than 25 years of leadership and senior management experience as a former senior executive (including Chief Executive Officer) of several major companies with international operations. Mr. Barksdale’s experience includes leadership roles at consumer-focused, technology-based companies, such as Netscape Communications Corp., McCaw Cellular Communications (now AT&T Wireless Services) and FedEx Corporation. Mr. Barksdale is also a former director of Sun Microsystems (now Oracle Corporation). Mr. Barksdale also brings financial experience to the Board, including through his role at Barksdale Management Corporation.


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(PHOTO OF WILLIAM P. BARR)   William P. Barr           Age 60           Director since July 2009

Former Attorney General of the United States.
       
 
  Prior Professional Experience:  Mr. Barr served as Of Counsel of Kirkland & Ellis LLP from January 2009 to July 2009; Executive Vice President and General Counsel of Verizon Communications Inc. from June 2000 to December 2008; Executive Vice President and General Counsel of GTE Corporation from 1994 to June 2000; a partner of Shaw, Pittman, Potts & Trowbridge (now Pillsbury Winthrop Shaw Pittman LLP) from 1993 to 1994; the 77th Attorney General of the United States from 1991 to 1993; Deputy Attorney General of the United States from 1990 to 1991; Assistant Attorney General for the Office of Legal Counsel from 1989 to 1990; and a partner of Shaw, Pittman, Potts & Trowbridge from 1984 to 1989.
       
 
  Public Company Directorships:  Mr. Barr serves as a director of Dominion Resources, Inc. and Selected Funds.
         
      Key Skills and Qualifications:  Mr. Barr brings significant leadership experience as a former Attorney General of the United States and head of the U.S. Department of Justice. He also has more than 14 years of senior management experience in major corporations as the former Executive Vice President and General Counsel of Verizon Communications Inc. and its predecessor, GTE Corporation. As a former Attorney General of the United States, General Counsel and partner of a major law firm, Mr. Barr is able to provide his views on a variety of legal, regulatory and/or government relations issues. In addition, due to his service as General Counsel of Verizon Communications Inc. and GTE Corporation, Mr. Barr has knowledge of and experience in consumer-focused businesses with international operations in the communications field. As a director of Selected Funds, Mr. Barr has knowledge of and experience in finance and investments.

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(PHOTO OF JEFFREY L. BEWKES)   Jeffrey L. Bewkes        Age 58        Director since January 2007

Chairman of the Board and Chief Executive Officer of the Company
 — January 2009 to present.
       
 
  Prior Professional Experience:  Mr. Bewkes served as President and Chief Executive Officer of the Company from January 2008 through December 2008; President and Chief Operating Officer of the Company from January 2006 through December 2007; Chairman, Entertainment & Networks Group, of the Company from July 2002 through December 2005; Chairman and Chief Executive Officer of the Home Box Office division of the Company from 1995 to July 2002; and President and Chief Operating Officer of the Home Box Office division of the Company from 1991 to 1995.
       
 
  Public Company Directorships:  During the past five years, Mr. Bewkes served as a director of the Company’s former subsidiaries, Time Warner Cable Inc. (from April 8, 2008 to March 12, 2009) and AOL Inc. (from November 17, 2009 to December 8, 2009).
         
      Other Directorships:  Mr. Bewkes is a member of the board of non-profit organizations, including Yale University, the Yale School of Management and The Paley Center for Media.
         
      Key Skills and Qualifications:  Mr. Bewkes has 20 years of senior management experience serving as the Chief Executive Officer or in other senior executive positions at the Company and HBO. His more than 30 years of experience at the Company and its subsidiaries provide him with a unique in-depth knowledge of the Company’s history and businesses and the media and entertainment industry. His strong understanding of the Company’s business operations and strategy, as well as the media and entertainment industry, provide him a strong base for leading the Board, as Chairman, and facilitating effective communication between management and the Board.

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(PHOTO OF STEPHEN F. BOLLENBACH)   Stephen F. Bollenbach              Age 68            Director since January 2001

Former Co-Chairman and Chief Executive Officer of Hilton Hotels Corporation.
       
 
  Prior Professional Experience:  Mr. Bollenbach served as Co-Chairman and Chief Executive Officer of Hilton Hotels Corporation from May 2004 to October 2007; President and Chief Executive Officer of Hilton Hotels Corporation from 1996 to 2004; Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company from 1995 to 1996; President and Chief Executive Officer of Host Marriott Corporation from 1993 to 1995; and Chief Financial Officer of Marriott Corp. from 1992 to 1993.
       
 
  Public Company Directorships:  Mr. Bollenbach serves as a director of KB Home and Macy’s, Inc. During the past five years, Mr. Bollenbach also served as a director of American International Group, Inc., Harrah’s Entertainment, Inc. and Hilton Hotels Corporation. He served as a director of Historic TW from 1997 to January 2001.
         
      Key Skills and Qualifications:  Mr. Bollenbach has more than 15 years of leadership experience as a former Chief Executive Officer or senior executive of several major companies. In particular, he has experience in the media and entertainment industry, international operations, and consumer-facing businesses through his experience at companies including The Walt Disney Company and Hilton Hotels Corporation. Further, Mr. Bollenbach also has extensive knowledge of and experience in finance and investments as a former Chief Financial Officer of several major companies, including The Walt Disney Company.
     
(PHOTO OF FRANK J. CAUFIELD)   Frank J. Caufield              Age 71              Director since January 2001

Co-Founder of Kleiner Perkins Caufield & Byers
, a venture capital firm.
       
 
  Prior Professional Experience:  Mr. Caufield served as General Partner and Manager of Oak Grove Ventures, a venture capital partnership in Menlo Park, California, from 1973 to 1978.
       
 
  Public Company Directorships:  During the past five years, Mr. Caufield served as a director of JER Investors Trust Inc. Mr. Caufield served as a director of Historic AOL from 1991 to January 2001.
         
      Key Skills and Qualifications:  Mr. Caufield brings leadership experience and knowledge of technology, finance and investments, as a co-founder and former partner of Kleiner Perkins Caufield & Byers, a venture capital firm based in Silicon Valley and one of the largest venture capital firms in the United States. Mr. Caufield also has broad international experience through his role at Kleiner Perkins Caufield & Byers, as well as his service as a director of non-profit organizations such as The U.S. Russia Foundation for Economic Advancement and the Rule of Law, The Council on Foreign Relations, and Refugees International.

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(PHOTO OF ROBERT C. CLARK)   Robert C. Clark        Age 67          Director since January 2004

Distinguished Service Professor at Harvard University
 — July 2003 to present.
       
 
  Prior Professional Experience:  Mr. Clark served as the Dean and Royall Professor of Law at Harvard Law School from 1989 to 2003; a professor at Harvard Law School from 1978 to 2003; a professor at Yale Law School from 1974 to 1978; and an associate at Ropes & Gray from 1972 to 1974.
       
 
  Public Company Directorships:  Mr. Clark serves as a director of Omnicom Group, Inc. During the past five years, Mr. Clark also served as a director of Collins & Aikman Corporation.
         
      Other Directorships:  Mr. Clark is a trustee of TIAA, a large pension fund serving the higher education community.
         
      Key Skills and Qualifications:  Mr. Clark has substantial leadership experience from serving as Dean of Harvard Law School for 14 years. Mr. Clark’s background includes extensive experience in corporate law, governance, finance and regulation, and his expertise and insights in these areas are useful to the Nominating and Governance Committee, which he chairs, as well as the rest of the Board. His service on the boards of directors of other companies provides him with experience in a number of industries. As a trustee of a large pension fund, Mr. Clark also brings his understanding of finance and investments, as well as the views of pension funds and other institutional investors.

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(PHOTO OF MATHIAS DOPFNER)   Mathias Döpfner          Age 48          Director since July 2006

Chairman and Chief Executive Officer of Axel Springer AG,
a large newspaper and magazine publishing company based in Germany — January 2002 to present. Also serves as Head of the Newspapers Division (November 2000 to present) and the International Division (January 2008 to present) of Axel Springer AG.
       
 
  Prior Professional Experience:  Mr. Döpfner served as a member of the Executive Board of the Electronic Media Division of Axel Springer AG from July 2000 to November 2000; Editor-in-Chief of Die Welt from 1998 to 2000; Editor-in-Chief of Hamburger Morgenpost from 1996 to 1998; and Editor-in-Chief of Wochenpost from 1994 to 1996.
       
 
  Public Company Directorships:  Mr. Döpfner serves as a supervisory board member of RHJ International SA. During the past five years, Mr. Döpfner also served as a director of Schering AG and Deutsche Telekom AG.
         
      Key Skills and Qualifications:  Mr. Döpfner brings more than 9 years of leadership experience serving as Chairman and Chief Executive Officer of Axel Springer AG. Because Axel Springer’s business largely consists of newspaper and magazine publishing, Mr. Döpfner has a deep understanding of the publishing industry, as well as digital activities. As the Chairman and Chief Executive Officer of a major media and communications company with operations throughout Europe, Mr. Döpfner has knowledge and experience in managing a major consumer-focused media company with international operations.

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(PHOTO OF JESSICA P. EINHORN)   Jessica P. Einhorn        Age 63        Director since May 2005

Dean of the Paul H. Nitze School of Advanced International Studies (SAIS) at The Johns Hopkins University
 — June 2002 to present.
       
 
  Prior Professional Experience:  Ms. Einhorn served as a consultant at Clark & Weinstock, a strategic communications and public affairs consulting firm, from 2000 to 2002; a Visiting Fellow at the International Monetary Fund from 1998 to 1999; and in various executive positions (including Managing Director for Finance and Resource Mobilization) at The World Bank from 1978 to 1979 and 1981 to 1999.
       
 
  Other Directorships:  Ms. Einhorn serves as a director of the Peterson Institute for International Economics, the Center for Global Development, and the National Bureau of Economic Research. Ms. Einhorn is also an advisory board member of Rock Creek Group and a policy council member of the Una Chapman Cox Foundation.
         
      Key Skills and Qualifications:  Ms. Einhorn brings more than 8 years of leadership experience serving as the Dean of the Paul H. Nitze School of Advanced International Studies (SAIS) at The Johns Hopkins University and more than 18 years of leadership experience serving in various executive positions at The World Bank. Ms. Einhorn has extensive knowledge of policies and practices in international finance, economic development and government relations through her roles at the International Monetary Fund and The World Bank, membership on the boards of research and public policy institutions and her ongoing research interest in finance. She also serves on the advisory board of Rock Creek Group, a global alternative asset manager. She also previously served for over six years as a director of Pitney Bowes Inc., which has international operations.

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(PHOTO OF FRED HASSAN)   Fred Hassan           Age 65           Director since October 2009

Partner at Warburg Pincus,
a private equity firm — January 2011 to present.
       
 
  Prior Professional Experience:  Mr. Hassan served as Senior Advisor at Warburg Pincus from November 2009 through December 2010; Chairman and Chief Executive Officer of Schering Plough Corporation (now Merck & Co., Inc.) from 2003 to November 2009; Chairman and Chief Executive Officer of Pharmacia Corporation from 2001 to 2003; Chief Executive Officer of Pharmacia Corporation from 2000 to 2001; and Chief Executive Officer of Pharmacia & Upjohn, Inc. from 1997 to 2000.
       
 
  Public Company Directorships:  Mr. Hassan serves as a director of Avon Products Inc. During the past five years, Mr. Hassan also served as a director of Schering-Plough Corporation (now Merck & Co., Inc.).
         
      Key Skills and Qualifications:  Mr. Hassan served for more than 12 years as a former Chairman and/or Chief Executive Officer of major pharmaceutical companies with intellectual-property based business models and international operations, which provided him with strong and relevant operational and strategic experience. Because the pharmaceutical business is a highly regulated field, Mr. Hassan also has knowledge and experience in regulatory and government relations. As a partner at Warburg Pincus, Mr. Hassan also brings his knowledge of finance and investments to the Board and the Audit Committee.

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(PHOTO OF MICHAEL A. MILES)   Michael A. Miles          Age 71          Director since January 2001

Special Limited Partner at Forstmann Little & Company
, a private equity firm — February 1995 to present.
       
 
  Prior Professional Experience:  Mr. Miles served as Chairman and Chief Executive Officer of Philip Morris Companies Inc. (now Altria Group, Inc.) from 1991 to 1994; Vice Chairman and a director of Philip Morris Companies Inc. and Chairman and Chief Executive Officer of Kraft Foods, Inc. from 1989 to 1991; and President and Chief Operating Officer and then President and Chief Executive Officer of Kraft Foods from 1982 to 1991. Mr. Miles previously held executive positions at Heublein, Inc., a producer and distributor of food and beverages, from 1971 to 1982 and was an advertising executive at Leo Burnett Co., a Chicago-based advertising agency, from 1961 to 1971.
       
 
  Public Company Directorships:  Mr. Miles serves as a director of AMR Corporation. During the past five years, Mr. Miles also served as a director of Citadel Broadcasting Corporation, Dell Inc. and Sears Holding Corporation. Mr. Miles served as a director of Historic TW from 1995 to January 2001.
         
      Key Skills and Qualifications:  Mr. Miles brings more than 23 years of senior management experience as a former Chief Executive Officer or senior executive of major companies with international operations that serve consumers directly. He also serves as a director of AMR Corporation (the parent company of American Airlines) and previously served as a director of Sears Holding Corporation, both of which are consumer-focused companies with international operations. As a former director of Dell Inc. for 14 years, Mr. Miles also brings his experience in the technology field.

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(PHOTO OF KENNETH J. NOVACK)   Kenneth J. Novack        Age 69        Director since January 2001

Senior Counsel at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC,
a Boston-based law firm — January 2004 to present. Mr. Novack is a retired partner of this law firm and no longer practices law.
       
 
  Prior Professional Experience:  Mr. Novack served as Vice Chairman of the Company from January 2001 through December 2003; Vice Chairman of Historic AOL from 1998 to January 2001; and Of Counsel (from 1998 to 2001) and an attorney (from 1966 to 1998) at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC. Mr. Novack served on the law firm’s executive committee from 1972 until his retirement in 1998.
       
 
  Other Directorships:  Mr. Novack serves in the noted capacities at the following privately held companies: a director of Appleton Partners, Inc., Humedica, Inc., Leerink Swann Holdings, LLC and Paratek Pharmaceuticals, Inc. and an advisory board member of General Catalyst Partners and Gordon Brothers Group. He served as a director of Historic AOL from January 2000 to January 2001.
         
      Key Skills and Qualifications:  Mr. Novack has held key leadership roles at the Company and at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC, a major law firm. With more than five years of experience serving as Vice Chairman of the Company or Historic AOL, he has an in-depth knowledge of the Company’s businesses. In addition, Mr. Novack brings more than 30 years of legal, corporate governance and regulatory experience as a corporate attorney at Mintz, Levin. Mr. Novack also brings his experience in finance and investments through his service on the boards of privately held investment companies and experience practicing securities law for over 30 years.

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(PHOTO OF PAUL D. WACHTER)   Paul D. Wachter          Age 54          Director since October 2010

Founder and Chief Executive Officer of Main Street Advisors, Inc.
, a private company that provides investment advisory services to a select group of high net worth individuals and companies — 1997 to present.
       
 
  Prior Professional Experience:  Mr. Wachter served as Managing Director of Schroder & Co. Incorporated from 1993 to 1997; Managing Director of Kidder Peabody from 1987 to 1993; an investment banker at Bear, Stearns & Co., Inc. from 1985 to 1997; and an attorney at Paul, Weiss, Rifkind, Wharton and Garrison from 1982 to 1985.
       
 
  Prior Public Company Directorship:  During the past five years, Mr. Wachter served as a director of American Skiing Company.
         
      Other Directorships:  Mr. Wachter serves in the following capacities at the following privately held companies: a director of Haworth Marketing and Media Company, Oak Productions, Inc. and Content Partners LLC (Co-Chairman) and a member of the board of managers of Beats Electronics, LLC.
         
      Key Skills and Qualifications:  Mr. Wachter brings knowledge of and experience in finance, investments and banking as the founder and Chief Executive Officer of Main Street Advisors, through serving as the Chairman of the Investment Committee of the Board of Regents of the University of California, and as a former Managing Director at several investment banks. Mr. Wachter’s background includes roles as an investment banker focusing on the entertainment industry and a director of companies in the entertainment industry, including Content Partners LLC. Mr. Wachter also serves on the board of managers of Beats Electronics, LLC, which is a technology-based company that manufactures and distributes headphones. Mr. Wachter also has experience in regulatory and government relations through his service on the Board of Regents of the University of California, as an adviser to the former Governor of California and through his work as a tax attorney at a major law firm.

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(PHOTO OF DEBORAH C. WRIGHT)   Deborah C. Wright        Age 53        Director since May 2005

Chairman, President and Chief Executive Officer of Carver
Bancorp, Inc. and Carver Federal Savings Bank — February 2005 to present. Carver Bancorp, Inc. is the holding company for Carver Federal Savings Bank, a federally chartered savings bank.
       
 
  Prior Professional Experience:  Ms. Wright served as President and Chief Executive Officer of Carver Bancorp, Inc. and Carver Federal Savings Bank from 1999 to 2005; President and Chief Executive Officer of the Upper Manhattan Empowerment Zone Development Corporation from 1996 to 1999; Commissioner of the Department of Housing Preservation and Development from 1994 to 1996; a member of the New York City Planning Commission from 1992 to 1994; and a member of the New York City Housing Authority Board from 1990 to 1992.
       
 
  Public Company Directorships:  Ms. Wright serves as a director of Carver Bancorp, Inc. and Kraft Foods Inc.
         
      Key Skills and Qualifications:  Ms. Wright has extensive leadership experience through her more than 11 years of service as the Chairman, President and/or Chief Executive Officer of Carver Bancorp., Inc. and Carver Federal Savings Bank and approximately 9 years of leadership roles at non-profit organizations or governmental bodies. Ms. Wright brings financial expertise to the Board, which is important in her role as Chair of the Company’s Audit Committee. Ms. Wright also brings her experience with businesses that provide products or services directly to customers gained through her service at Carver Bancorp., Inc. and Carver Federal Savings Bank, as well as her long-term service as a director of Kraft Foods Inc. Ms. Wright also has extensive experience in regulatory and government relations through her senior roles in government and non-profit organizations.

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DIRECTOR COMPENSATION
 
Under its charter, the Company’s Nominating Committee is responsible for reviewing the compensation for the Company’s non-employee directors and making recommendations to the Board of Directors for its approval. In carrying out this responsibility, the Nominating Committee reviews information provided by Stephen Hall & Partners, an independent consultant, regarding compensation paid to non-employee directors at other public companies, most recently the Fortune 200 companies and the same peer companies used by the Compensation Committee when determining executive compensation. Executive officers of the Company and other members of management help coordinate the delivery of materials containing the information provided by the Nominating Committee’s independent consultant to the Nominating Committee members, but do not determine or recommend the amount or form of compensation for the Company’s non-employee directors. Final compensation decisions regarding director compensation are made by the full Board of Directors, based on recommendations by the Nominating Committee. While the Board does not tie non-employee director compensation to a specific peer group percentile, the overall compensation level places Time Warner near the median for its industry peer group, which consists of the 23 companies described on page 66 of the “Compensation Discussion and Analysis” section below.
 
In December 2009, upon the recommendation of the Nominating Committee, the Board approved the following compensation program for non-employee directors, which sets each non-employee director’s overall compensation at $250,000:
 
       
Annual cash retainer
    $125,000, any or all of which amount may be deferred, at the director’s option, pursuant to the deferred compensation plan for non-employee directors
Annual equity compensation grant
    Aggregate fair value of $125,000 on the date of grant(1)
       
 
(1) Each non-employee director who is elected to the Board at an annual meeting of stockholders will receive a grant of (a) options to purchase Common Stock having a fair value of $40,000 on the date of grant and (b) restricted stock units (“RSUs”) with respect to Common Stock having a fair value of $85,000 on the date of grant. The date of grant is the date following the annual meeting at which the director was elected.
 
No additional compensation is paid for service as a committee chair or member or for attendance at meetings of the Board or any Board committee. Mr. Bewkes is the only director who is also an officer of and employed by the Company (or any of its subsidiaries). He does not receive any additional compensation for his Board activities.
 
Annual Cash Retainer.  The annual cash retainer is intended to provide a balance between cash and equity compensation, as well as to allow the directors to use the cash to pay taxes on their RSUs as they vest without having to sell shares to pay those taxes. New directors who join the Board after an annual meeting of stockholders receive a pro-rated cash retainer.
 
Options.  Stock options granted to directors in 2010 (prior to September 16, 2010) were made from the Time Warner Inc. 2006 Stock Incentive Plan (the “2006 Stock Incentive Plan”). Grants of stock options to non-employee directors after such date are made under the Time Warner Inc. 2010 Stock Incentive Plan (the “2010 Stock Incentive Plan”). The number of stock options granted with a fair value of $40,000 is based on the closing sale price of a share of Common Stock as reported on the NYSE Composite Tape on the date of grant and the Black-Scholes methodology of valuing


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options. New directors who join the Board after an annual meeting of stockholders will receive a pro-rated grant of stock options. All of the options granted to non-employee directors have an exercise price equal to the fair market value of the Common Stock on the date of grant and a term of 10 years and vest fully in one year and immediately if the director ceases to serve as a director of the Company under certain conditions, including because the director is not nominated by the Board of Directors to stand for re-election at the annual meeting of stockholders, is not re-elected by the stockholders at the annual meeting, or resigns after receiving fewer than a majority of “for” votes of the votes cast in an uncontested election of directors.
 
Restricted Stock Units.  The RSUs represent a contingent right to receive the designated number of shares of Common Stock upon completion of the vesting period. The number of RSUs having a fair value of $85,000 is determined based on the closing sale price of a share of Common Stock as reported on the NYSE Composite Tape on the date of grant. New directors who join the Board after an annual meeting of stockholders will receive a pro-rated grant of RSUs. All of the RSUs granted to non-employee directors in 2010 vest and shares of Common Stock are issued and delivered to the non-employee director (along with any distributions retained by the Company) on the anniversary of the first day of the month in which the RSUs were granted. The RSUs also vest in full upon the termination of the non-employee director’s service on the Board on account of (i) retirement either due to a mandatory retirement policy or after serving at least five years as a director, (ii) failure to be re-elected by the stockholders after nomination, (iii) resignation after receiving fewer than a majority “for” votes of the votes cast in an uncontested election of directors, (iv) death or disability, (v) the occurrence of certain transactions involving a change in control of the Company, or (vi) under certain other designated circumstances, with the approval of the Board on a case-by-case basis. If a non-employee director leaves the Board for any other reason, then his or her unvested RSUs are forfeited to the Company. During the vesting period, the directors may not vote the RSUs or transfer their rights with respect to the RSUs. The directors are entitled to receive dividend equivalents on the RSUs in an amount equal to the regular quarterly cash dividends declared and paid by the Company at the same time that the dividends are paid on outstanding shares of Common Stock.
 
Expenses.  Non-employee directors are reimbursed for expenses (including costs of travel, food and lodging) incurred in attending Board, committee and stockholder meetings. While travel to such meetings may include the use of Company aircraft, if available and appropriate under the circumstances, the directors generally use commercial air or rail transportation services. Directors are also reimbursed for reasonable expenses associated with other Company-related business activities, including participation in director education programs.
 
The Company provides directors with representative samples of the Company’s products (such as DVDs), promotional items and other merchandise. The Company also periodically invites directors and their spouses to attend Company-sponsored events, such as film premieres, screenings and cultural events. The Company believes that receiving these products and attending these types of functions serve a business purpose by expanding the directors’ knowledge of the Company’s business, products, services, business partners and other constituencies. The Company also invites directors and their spouses to attend the annual meeting of stockholders and, from time to time, other events. The Company generally provides for, or reimburses expenses of, the spouses’ travel, food and lodging for attendance at the annual meeting of stockholders and other events to which directors’ spouses and guests have been invited. For the year ended December 31, 2010, the aggregate incremental cost to the Company of these Company products, events and related expenses was well below $10,000 per director. The Company also reimburses the non-employee director for the estimated taxes incurred in connection with any income recognized by the director as a result of


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the non-employee director’s or spouse’s attendance at such events. The reimbursements paid by the Company in early 2011 for such taxes incurred by certain directors in 2010 are included in the All Other Compensation column of the table below.
 
From time to time, spouses may also join non-employee directors on Company aircraft when a non-employee director is traveling to or from any Board, committee, or stockholder meeting. While the Company generally incurs no additional cost, this travel may result in the non-employee director recognizing income for tax purposes. The Company does not reimburse the non-employee director for the estimated taxes incurred in connection with such income. In limited circumstances (such as medical emergencies or other exigent circumstances), non-employee directors may also use Company aircraft for personal use. Such personal use of Company aircraft will result in the non-employee director recognizing income for tax purposes, and the Company does not reimburse the non-employee director for any taxes incurred in connection with such personal use.
 
Ownership Guidelines.  The Company’s Corporate Governance Policy provides that directors are encouraged to own Common Stock (whether obtained through the exercise of stock options, the vesting of RSUs or the purchase of shares). In addition, under the Company’s Corporate Governance Policy, it is expected that, within five years of joining the Board, a non-employee director will own at least 10,000 shares of Common Stock. Seven of the non-employee directors own at least 10,000 shares of Common Stock and three of the non-employee directors are expected to own at least 10,000 shares of Common Stock by May 2011 due to the vesting of RSUs on May 1. The remaining two non-employee directors have been members of the Board for less than five years.
 
Deferred Compensation Plan.  The Company maintains a deferred compensation plan for non-employee directors. Under the Time Warner Inc. Non-Employee Directors’ Deferred Compensation Plan, non-employee directors may elect each year to defer receipt of 10% to 100% of their cash compensation payable during the next calendar year. During the time that the cash compensation amounts are deferred, each director can elect from the following crediting alternatives to determine the amounts that will be paid: (i) the amount deferred plus annual interest at the prime rate in effect on May 1 of each annual period plus 2%, (ii) the value of a hypothetical investment in shares of Common Stock made at the time of the deferral, plus the notional reinvestment of dividend equivalents based on any regular cash dividends paid by the Company on the Common Stock, or (iii) an allocation of 50% of the amount deferred to each of the crediting alternatives. The crediting election can be changed by the director at any time with respect to cash compensation earned after the date of the election. Amounts deferred are payable in cash in a lump sum or in installments after a director leaves the Board, based on the director’s election made at the time the director elected to defer receipt of the compensation.
 
Prior Retirement and Deferred Compensation Programs.  The Company does not currently maintain a retirement plan for its non-employee directors. Prior to 1996, the Company maintained a plan called the Time Warner Retirement Plan for Outside Directors. Mr. Miles participated in this plan due to his service as a director of Historic TW. When he leaves the Board, he will receive a payment of $30,000 and another payment of $15,000 in the following year, which reflects the 1.5 years he served as a non-employee director of Historic TW prior to May 1996, when the plan was frozen. In addition, Mr. Novack receives retirement benefits under the terms of the Company’s benefit plans as a result of his past service as an employee of the Company.
 
The Company also has a prior deferred compensation plan for non-employee directors under which the directors could previously elect to defer all or a portion of their cash compensation. Amounts deferred under this deferred compensation plan are increased based on the seven-year Treasury bond rate or the hypothetical investment of the amounts deferred in shares of Common


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Stock and any dividends thereon, with the higher valuation of the two used to determine the amount paid upon distribution. Amounts deferred are payable generally upon the director reaching age 70 or ceasing to be a director of the Company for certain specified reasons. The Company currently maintains accounts under this plan on behalf of Mr. Bollenbach.
 
The table below sets forth 2010 compensation information regarding the Company’s non-employee directors. The material factors necessary to understand the director compensation set forth in the table are described in “Director Compensation” above.
 
DIRECTOR COMPENSATION
FOR FISCAL YEAR 2010
 
                                                         
                    Change in
       
                    Pension Value
       
                    and
       
                    Nonqualified
       
    Fees Earned
  Stock
  Option
  Non-Equity
  Deferred
       
    or Paid in
  Awards
  Awards
  Incentive Plan
  Compensation
  All Other
   
Name
  Cash   (1)(2)   (2)(3)   Compensation   Earnings (4)   Compensation (5)   Total
 
James L. Barksdale
  $ 125,000     $ 85,006     $ 39,391                 $ 19     $ 249,416  
William P. Barr
  $ 125,000     $ 85,006     $ 39,391                       $ 249,397  
Stephen F. Bollenbach (4)
  $ 125,000     $ 85,006     $ 39,391                 $ 19     $ 249,416  
Frank J. Caufield
  $ 125,000     $ 85,006     $ 39,391                 $ 19     $ 249,416  
Robert C. Clark
  $ 125,000     $ 85,006     $ 39,391                       $ 249,397  
Mathias Döpfner
  $ 125,000     $ 85,006     $ 39,391                       $ 249,397  
Jessica P. Einhorn
  $ 125,000     $ 85,006     $ 39,391                       $ 249,397  
Fred Hassan
  $ 125,000     $ 85,006     $ 39,391                 $ 51     $ 249,448  
Michael A. Miles
  $ 125,000     $ 85,006     $ 39,391                       $ 249,397  
Kenneth J. Novack
  $ 125,000     $ 85,006     $ 39,391                       $ 249,397  
Paul D. Wachter (6)
  $ 72,917     $ 49,576     $ 22,695                       $ 145,188  
Deborah C. Wright
  $ 125,000     $ 85,006     $ 39,391                       $ 249,397  
 
(1) The amounts set forth in the Stock Awards column represent the aggregate grant date fair value of RSUs granted by the Company to non-employee directors in 2010. On May 22, 2010, the Company awarded 2,826 RSUs to each of the non-employee directors except Mr. Wachter, who was not a director at such time. The Company awarded 1,532 RSUs to Mr. Wachter on October 28, 2010 when he joined the Board. The grant date fair value of each RSU award was calculated using the closing sale price of the Common Stock on the NYSE Composite Tape on the date of grant. The actual value, if any that is realized by a director from any RSU award will depend on the performance of the Company’s stock. For additional information about the weighted average assumptions used to determine the grant date fair value of the RSUs granted in 2010, see Note 12 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “2010 Form 10-K”). The awards of RSUs granted in 2010 vest on the anniversary of the first day of the month in which the RSUs were granted, subject to acceleration upon the occurrence of certain events, as described under “— Restricted Stock Units” above. Each director has a right to receive dividend equivalents on his or her unvested RSUs, based on regular cash dividends paid by the Company on the Common Stock.


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(2) Presented below is the aggregate number of outstanding stock awards and stock option awards held by the non-employee directors on December 31, 2010.
 
                 
    Total Stock Awards
  Total Option
    (Restricted Stock
  Awards
    and RSUs)
  Outstanding
Name
  Outstanding at 12/31/10   at 12/31/10
 
James L. Barksdale
    6,945       76,736  
William P. Barr
    2,826       9,325  
Stephen F. Bollenbach
    7,293       76,736  
Frank J. Caufield
    6,945       76,736  
Robert C. Clark
    6,945       28,590  
Mathias Döpfner
    6,945       19,920  
Jessica P. Einhorn
    6,945       24,737  
Fred Hassan
    2,826       9,325  
Michael A. Miles
    7,293       76,736  
Kenneth J. Novack
    6,945       991,445  
Paul D. Wachter
    1,532       2,967  
Deborah C. Wright
    6,945       24,737  
 
(3) The amounts set forth in the Option Awards column represent the aggregate grant date fair value of stock options granted by the Company in 2010. On May 22, 2010, the Company awarded options to purchase 5,472 shares of Common Stock to each of the non-employee directors (except Mr. Wachter, who was not a member of the Board at that time). The Company awarded options to purchase 2,967 shares of Common Stock to Mr. Wachter on October 28, 2010 when he joined the Board.
 
The grant date fair value of the stock options awarded to the non-employee directors on May 22, 2010 was determined using the Black-Scholes option pricing model based on the following assumptions: an expected volatility of 29.2%; an expected term to exercise of 6.3 years from the date of grant; a risk-free interest rate of 2.8%; and a dividend yield of 2.8%. The grant date fair value of Mr. Wachter’s stock options awarded on October 28, 2010 was calculated using the Black-Scholes option pricing model based on the following assumptions: an expected volatility of 30.4%; an expected term to exercise of 6.3 years from the date of grant; a risk-free interest rate of 2.0%; and a dividend yield of 2.8%. For additional information about the weighted-average assumptions used to determine the grant date fair value of options granted in 2010, see Note 12 to the Company’s consolidated financial statements included in the 2010 Form 10-K. The discussion in Note 12 reflects weighted-average assumptions on a combined basis for both retirement-eligible and non-retirement eligible employees and non-employee directors.
 
The actual value, if any, that is realized by a non-employee director from any stock option will depend on the amount by which the market value of the Common Stock exceeds the exercise price of the stock option on the date the stock option is exercised. Accordingly, there is no assurance that the value realized by a non-employee director will be at or near the grant date fair value presented above. These amounts should not be used to predict stock performance. None of the stock options were awarded with tandem stock appreciation rights.
 
(4) Based on the elections made by the participants, all earnings on the cash compensation deferred pursuant to the Time Warner Inc. Deferred Compensation Plan for Non-Employee Directors were based on the value of a hypothetical investment in shares of Common Stock


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made at the time of the deferral, plus the notional reinvestment of dividend equivalents based on any regular cash dividends paid by the Company on the Common Stock. The earnings on the cash compensation deferred pursuant to a deferred compensation plan for non-employee directors previously offered by the Company were based on the higher of the seven-year Treasury bond rate or the hypothetical investment of the amounts deferred in shares of Common Stock and any dividends thereon. Only Mr. Bollenbach elected to defer receipt of 100% of his 2010 cash compensation pursuant to the terms of the Time Warner Inc. Deferred Compensation Plan for Non-Employee Directors.
 
(5) The amounts shown in the All Other Compensation column consist of the Company’s payments made in 2011 for the estimated taxes incurred in 2010 in connection with income recognized by the applicable director as a result of the attendance by such director’s spouse at one or more Company events held in 2010.
 
(6) Mr. Wachter was elected to the Board on October 28, 2010. Mr. Wachter was paid a cash retainer of $72,917 (pro-rated from the $125,000 annual cash retainer fee) and on October 28, 2010, he was granted options to purchase 2,967 shares of Common Stock (pro-rated based on an annual grant of stock options having a value of $40,000) and 1,532 RSUs (pro-rated based on an annual grant of RSUs having a value of $85,000).


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SECURITY OWNERSHIP
 
Security Ownership of the Board of Directors and Executive Officers
 
The following table sets forth information concerning the beneficial ownership of Time Warner Common Stock as of January 31, 2011 for each current director, each nominee for election as a director, each of the persons named in the Summary Compensation Table and for all current directors and executive officers as a group as of January 31, 2011. None of the foregoing persons beneficially owned any shares of equity securities of the Company’s subsidiaries as of January 31, 2011.
 
                                         
    Time Warner Common Stock Beneficially Owned (1)  
                      Restricted
       
    Number of
    Option
    Performance
    Stock
    Percent
 
Name of Beneficial Owner
  Shares     Shares (2)     Stock Units (3)     Units (4)     of Class  
 
Edward I. Adler
    10,723       320,806       9,030             *
James L. Barksdale (5)
    36,231       40,454                   *
William P. Barr
    16,800       964                   *
Jeffrey L. Bewkes (6)
    274,531       3,473,544             26,888       *
Stephen F. Bollenbach (7)
    12,689       40,454                   *
Paul T. Cappuccio (6)
    70,275       609,340       16,237       15,020       *
Frank J. Caufield
    86,188       40,454                   *
Robert C. Clark
    9,005       17,343                   *
Mathias Döpfner
    3,825       8,673                   *
Jessica P. Einhorn
    6,342       13,490                   *
Patricia Fili-Krushel (6)
    62,696       813,553       12,214             *
Gary L. Ginsberg
                            *
Fred Hassan
    34,000       964                   *
John K. Martin, Jr. (6)
    14,196       411,872       27,094       13,937       *
Michael A. Miles (7)
    24,220       40,454                   *
Kenneth J. Novack (8)
    17,660       17,343                   *
Paul D. Wachter (9)
    3,000                         *
Deborah C. Wright
    6,675       13,490                   *
All current directors and executive officers (18 persons) as a group (2)-(9)
    666,286       5,256,561       63,219       74,066       *
 
Represents beneficial ownership of less than one percent of the issued and outstanding Common Stock as of January 31, 2011.
 
(1) Beneficial ownership has been determined in accordance with Rule 13d-3 of the Exchange Act. Unless otherwise indicated, beneficial ownership represents both sole voting and sole investment power. This table does not include, unless otherwise indicated, any shares of Common Stock or other equity securities of the Company that may be held by pension and profit-sharing plans of other corporations or endowment funds of educational and charitable institutions for which various directors and officers serve as directors or trustees.
 
Under some of the Company’s deferred compensation programs, as described below, a participant may elect to have the value of his or her deferred compensation ultimately paid out based on an assumed investment in the Common Stock during the deferral period. Such participants do not have any right to vote or receive any Common Stock in connection with


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these assumed investments, which are ultimately paid in cash, but the assumed investments of the deferred compensation do represent an economic interest in the Common Stock. The following share equivalents, or “phantom units,” have been credited to the following individuals under the Company’s deferred compensation programs: Mr. Bewkes, 20,484 share equivalents; Mr. Bollenbach, 24,307 share equivalents; and Mr. Miles, 4,636 share equivalents. These share equivalents are not included in the table above.
 
(2) Reflects shares of Common Stock underlying stock options awarded by the Company that were exercisable on or within 60 days of January 31, 2011. These shares are not included in the “Number of Shares” column.
 
(3) Reflects shares of Common Stock that were issuable upon the vesting of performance stock units (“PSUs”) on or within 60 days of January 31, 2011. PSUs represent a contingent right to receive shares of Common Stock upon the satisfaction of certain performance criteria. These shares are not included in the “Number of Shares” column.
 
(4) Reflects shares of Common Stock that were issuable upon the vesting of restricted stock units (“RSUs”) on or within 60 days of January 31, 2011. RSUs represent a contingent right to receive shares of Common Stock. These shares are not included in the “Number of Shares” column.
 
(5) Includes 400 shares of Common Stock held by a limited partnership of which Mr. Barksdale is the sole general partner.
 
(6) Includes (a) an aggregate of approximately 33,481 shares of Common Stock held by a trust under the Time Warner Savings Plan for the benefit of employees of the Company (including 31,782 shares for Mr. Bewkes, 899 shares for Mr. Martin, 236 shares for Mr. Cappuccio and 258 shares for Ms. Fili-Krushel, (b) an aggregate of 6,126 shares of Common Stock beneficially owned by the spouse of an executive officer (Carol Melton) and (c) 92 shares held in an IRA account for the benefit of Ms. Fili-Krushel. Also includes 51,649 shares of Common Stock issuable to Ms. Fili-Krushel due to the vesting of outstanding RSUs held by her on January 1, 2011 in connection with her resignation, which will not be issued and delivered to her until July 2, 2011 in accordance with Section 409A of the Internal Revenue Code.
 
(7) The number of shares held by Messrs. Bollenbach and Miles includes 348 shares of restricted stock held by each director.
 
(8) Includes 175 shares of Common Stock held by the Novack Family Foundation, of which Mr. Novack and his wife are two of nine trustees who share voting power with respect to the shares. Mr. Novack disclaims beneficial ownership of shares held by the Novack Family Foundation.
 
(9) Reflects 3,000 shares of Common Stock held by the Wachter Family Trust, of which Mr. Wachter and his spouse are the trustees and beneficiaries. Mr. Wachter and his spouse share voting and investment power with respect to the shares.


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Security Ownership of Certain Beneficial Owners
 
Based on a review of filings with the SEC, the Company has determined that the following persons are holders of more than 5% of the outstanding shares of Common Stock as of December 31, 2010:
 
                 
    Shares of Stock
       
    Beneficially
    Percent of
 
Name and Address of Beneficial Owner
  Owned     Class  
 
Capital Research Global Investors (1)
333 South Hope Street
Los Angeles, CA 90071
    68,907,000       6.2 %
                 
BlackRock, Inc. (2)
40 East 52nd Street
New York, NY 10022
    66,356,159       5.98 %
                 
Dodge & Cox (3)
555 California Street, 40th Floor
San Francisco, CA 94104
    57,800,257       5.2 %
 
(1) Based solely on a Schedule 13G/A filed by Capital Research Global Investors with the SEC on February 10, 2011.
 
(2) Based solely on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 9, 2011.
 
(3) Based solely on a Schedule 13G/A filed by Dodge & Cox with the SEC on February 10, 2011.


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AUDIT-RELATED MATTERS
 
Report of the Audit and Finance Committee
 
In accordance with its charter, the Audit Committee assists the Board of Directors in fulfilling its responsibilities in a number of areas. These responsibilities include, among others: (i) the appointment and oversight of the Company’s independent auditors, as well as the evaluation of the independent auditors’ qualifications, performance and independence, (ii) the appointment and oversight of the Company’s Chief Audit Executive and the Company’s internal audit function, (iii) oversight of the Company’s ethics and compliance program, (iv) oversight of the Company’s response to any regulatory actions involving financial, accounting and internal control matters, (v) oversight of the Company’s risk management policies and processes, (vi) review of the Company’s earnings press releases, financial statements, and systems of disclosure controls and procedures and internal control over financial reporting, and (vii) oversight of the Company’s financial structure, financial condition (including financial capacity) and capital strategy.
 
To assist it in fulfilling its oversight and other duties, the Audit Committee may retain outside counsel and other advisors as it deems necessary to carry out its duties. In addition, the Audit Committee regularly meets separately with the internal auditor, the independent auditors, management and in-house counsel.
 
Independent Auditors and Internal Audit Matters.  The Audit Committee has discussed with the Company’s independent auditors their plan for the audit of the Company’s annual consolidated financial statements and the independent auditors’ evaluation of the effectiveness of the Company’s internal control over financial reporting, as well as reviews of the Company’s quarterly financial statements. During 2010, the Audit Committee met regularly with the independent auditors, with and without management present, to discuss the results of their audits and reviews, as well as their evaluations of the Company’s internal control over financial reporting and the overall quality of the Company’s accounting principles. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, regarding the independent auditors’ communications with the Audit Committee concerning independence. The Audit Committee has also discussed with the independent auditors the auditors’ independence from the Company and its management. In determining that the auditors are independent, the Audit Committee also considered whether the provision of any of the non-audit services described below under “Fees of the Independent Auditors” is compatible with maintaining their independence. The Audit Committee has also appointed, subject to stockholder ratification, Ernst & Young LLP as the Company’s independent auditors for 2011, and the Board concurred in its appointment.
 
The Audit Committee has reviewed and approved the annual internal audit plan and has met regularly with the Chief Audit Executive, with and without management present, to review and discuss the internal audit reports, including reports relating to operational, financial and compliance matters.
 
Ethics and Compliance Matters.  The Audit Committee has reviewed and discussed with the Chief Ethics and Compliance Officer and management the Company’s ongoing efforts to sustain and enhance its ethics and compliance program to promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law. The Audit Committee has periodically received reports from the Chief Ethics and Compliance Officer and management concerning the Company’s ethics and compliance program, as well as reports on specific ethics and


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compliance matters. During 2010, the Audit Committee reviewed and recommended that the Board of Directors approve the Company’s revised Standards of Business Conduct, which forms the cornerstone of the Company’s ethics and compliance program. The Audit Committee has also overseen other initiatives in this area, including training programs and other efforts to increase awareness among employees of the Company’s ethics and compliance program.
 
Financial Statements as of December 31, 2010.  Management has the primary responsibility for the Company’s financial statements and the reporting process, including the systems of internal and disclosure controls (including internal control over financial reporting). The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting and expressing opinions on (i) the fair presentation of the Company’s annual consolidated financial statements in conformity with U.S. generally accepted accounting principles and (ii) the effectiveness of the Company’s internal control over financial reporting.
 
In this context, the Audit Committee has met and held discussions with management and the independent auditors with respect to the Company’s audited financial statements for the fiscal year ended December 31, 2010. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles.
 
In connection with its review of the Company’s 2010 year-end financial statements, the Audit Committee has reviewed and discussed with management and the independent auditors the consolidated financial statements, management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent auditors’ evaluation of the effectiveness of the Company’s internal control over financial reporting. The Audit Committee also discussed with the independent auditors the matters required to be discussed by the Statement on Auditing Standards No. 61 (Communications with Audit Committees), as amended and as adopted by the Public Accounting Oversight Board in Rule 3200T, including the quality and acceptability of the Company’s accounting policies, financial reporting processes and controls.
 
In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management and independent auditors, which, in their reports, express opinions on the fair presentation of the Company’s annual consolidated financial statements in conformity with U.S. generally accepted accounting principles and the effectiveness of the Company’s internal control over financial reporting. In reliance on the reviews and discussions referred to in this Report of the Audit and Finance Committee and in light of its role and responsibilities, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements of the Company be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC.
 
Members of the Audit and Finance Committee
 
Deborah C. Wright (Chair)
Stephen F. Bollenbach
Robert C. Clark
Jessica P. Einhorn
Fred Hassan
Paul D. Wachter


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Policy Regarding Pre-Approval of Services Provided by the Independent Auditors
 
The Audit Committee has established a policy (the “Pre-Approval Policy”) requiring its pre-approval of all audit services and permissible non-audit services provided by the independent auditors, along with the associated fees for those services. The Pre-Approval Policy provides for the annual pre-approval of specific types of services pursuant to policies and procedures adopted by the Audit Committee, and gives detailed guidance to management as to the specific services that are eligible for such annual pre-approval. The Pre-Approval Policy requires the specific pre-approval of all other permitted services. For both types of pre-approval, the Audit Committee considers whether the provision of a non-audit service is consistent with the SEC’s rules on auditor independence, including whether provision of the service (i) would create a mutual or conflicting interest between the independent auditors and the Company, (ii) would place the independent auditors in the position of auditing their own work, (iii) would result in the independent auditors acting in the role of management or as an employee of the Company, or (iv) would place the independent auditors in a position of acting as an advocate for the Company. Additionally, the Audit Committee considers whether the independent auditors are best positioned and qualified to provide the most effective and efficient service, based on factors such as the independent auditors’ familiarity with the Company’s business, personnel, systems or risk profile and whether provision of the service by the independent auditors would enhance the Company’s ability to manage or control risk or improve audit quality or would otherwise be beneficial to the Company.
 
The Audit Committee has delegated to its Chair the authority to address certain requests for pre-approval of audit and permissible non-audit services between meetings of the Audit Committee and the Chair must report her pre-approval decisions to the Audit Committee at its next regular meeting. The Pre-Approval Policy is designed to help ensure that there is no delegation by the Audit Committee of authority or responsibility for pre-approval decisions to management of the Company. The Audit Committee monitors compliance by management with the Pre-Approval Policy by requiring management, pursuant to the Pre-Approval Policy, to report to the Audit Committee on a regular basis regarding the pre-approved services rendered by the independent auditors. Management has also implemented internal procedures to promote compliance with the Pre-Approval Policy.
 
Services Provided by the Independent Auditors
 
The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent auditors. Accordingly, the Audit Committee has appointed Ernst & Young LLP to perform audit and permissible non-audit services for the Company and its subsidiaries.


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The aggregate fees for services provided by Ernst & Young LLP to the Company with respect to the years ended December 31, 2010 and 2009 are as set forth below. The lower fees for 2010 as compared to 2009 reflect the reduced services required following the separations of Time Warner Cable Inc. and AOL Inc. from the Company in 2009.
 
Fees of the Independent Auditors
 
                 
    2010     2009  
 
Audit Fees (1)
  $ 14,427,000     $ 23,272,000  
Audit-Related Fees (2)
    547,000       2,196,000  
Tax Fees (3)
    1,486,000       2,026,000  
All Other Fees
    0       0  
                 
Total Fees for Services Provided
  $ 16,460,000     $ 27,494,000  
                 
 
(1) Audit Fees were for audit services, including (a) the annual audit (including required quarterly reviews), subsidiary audits and other procedures required to be performed by the independent auditors to be able to form an opinion on the Company’s consolidated financial statements, (b) the audit of the effectiveness of internal control over financial reporting, (c) consultation with management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, the Financial Accounting Standards Board or other regulatory or standard-setting bodies, (d) international statutory audits, and (e) services that only the independent auditors reasonably can provide, such as services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings and assistance in responding to SEC comment letters.
 
(2) Audit-Related Fees were principally for services related to (a) agreed-upon procedures or expanded audit procedures to comply with contractual arrangements or regulatory reporting requirements, (b) audits of employee benefit plans, and (c) services pertaining to acquisitions, dispositions and the related accounting or disclosure treatment for such transactions or events.
 
(3) Tax Fees were for services related to (a) tax compliance, (b) tax planning and tax advice, and (c) expatriate tax services.
 
None of the services related to Audit-Related Fees or Tax Fees presented above were approved by the Audit Committee pursuant to the waiver of pre-approval provisions set forth in the applicable rules of the SEC.


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EXECUTIVE COMPENSATION
 
Compensation Discussion and Analysis
 
This Compensation Discussion and Analysis (“CD&A”) describes and analyzes the compensation provided to the following “named executive officers” for services provided to the Company in 2010. Their compensation is set forth in the Summary Compensation Table and the other compensation tables that follow this CD&A.
 
     
Name
  Position with the Company During 2010
 
Jeffrey L. Bewkes
  Chairman and Chief Executive Officer
John K. Martin, Jr. (1)
  Executive Vice President and Chief Financial Officer
Paul T. Cappuccio
  Executive Vice President and General Counsel
Patricia Fili-Krushel (2)
  Executive Vice President, Administration
Gary L. Ginsberg (3)
  Executive Vice President, Corporate Marketing and Communications
Edward I. Adler (4)
  Executive Vice President, Corporate Communications
 
(1) Mr. Martin was appointed Executive Vice President, Chief Financial and Administrative Officer of the Company effective January 1, 2011.
 
(2) Ms. Fili-Krushel resigned effective January 1, 2011 to accept a position at another company.
 
(3) Mr. Ginsberg’s employment with the Company began on April 5, 2010.
 
(4) Mr. Adler’s employment with the Company ended effective July 31, 2010.
 
This CD&A is organized as follows. First, the Executive Summary (pages 56 to 62) discusses the Compensation Committee’s compensation philosophy and summarizes key information included in the rest of this CD&A. This CD&A then describes the Components of Executive Compensation (pages 63 to 64), How Executive Compensation is Established (pages 64 to 68), and the Compensation Committee’s decisions about the named executive officers’ 2010 Compensation (pages 68 to 78). Finally, this CD&A addresses Other Compensation Policies and Practices (pages 78 to 81) that help advance the Compensation Committee’s compensation philosophy.
 
The Company encourages you to read this CD&A in conjunction with the advisory vote to approve the compensation of the named executive officers as discussed in this Proxy Statement. See “Proposal 3 — Advisory Vote on Executive Compensation.”


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Executive Summary
 
In the past year, Time Warner took a number of actions to advance its compensation philosophy. In 2010, the Company successfully executed agreements to retain and attract executive talent; it refined its compensation and benefits programs to further align them with stockholders’ interests and achieve efficiencies; and it provided compensation for its named executive officers that reflected the Company’s strong performance and the individual performance of the named executive officers. During 2010, the Company posted its strongest revenue growth in years, increased Adjusted Earnings per Share by over 30%, strengthened the competitive position of its businesses, and made progress toward achieving its long-term strategic objectives including the successful digital transition and international expansion of its businesses.
 
 
Compensation Philosophy.  The Compensation Committee continues to be guided by the following key principles in determining the compensation of the Company’s executive officers:
 
  •     Retain and Attract Talent.  Compensation should reflect the competitive marketplace, so the Company can attract, retain, and motivate talented executives.
 
  •     Accountability for Business Performance.  Compensation should be tied in part to the Company’s financial and operating performance, so executives are held accountable through their compensation for the performance of the businesses for which they are responsible.
 
  •     Accountability for Individual Performance.  Compensation should be tied in part to the individual’s performance to encourage and reflect individual contributions to the Company’s performance.
 
  •     Alignment with Stockholder Interests.  Compensation should be tied in part to the Company’s stock performance to align executives’ interests with those of the Company’s stockholders.
 
  •     Independence.  An independent committee of the Board should be responsible for reviewing and establishing the compensation for all the Company’s executive officers and its divisional chief executive officers, as well as the Company’s overall compensation and benefits programs. The committee should have the power and funding to retain its own advisers, who report directly to the committee, to assist the committee in carrying out its responsibilities.
 
Design of Compensation Program.  Time Warner’s executive compensation program is designed to implement the Compensation Committee’s philosophy of attracting, motivating and retaining executives, holding the executives accountable for business and individual performance, and aligning the executive’s interests with those of the Company’s stockholders. The compensation of the named executive officers generally consists of annual base salary, annual cash bonus and long-term incentive awards (generally a blend of stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”)). The salary, annual bonus and long-term incentives together reinforce the Compensation Committee’s goals of motivating and retaining the executives, holding the executives accountable for business and individual performance, providing a balanced focus on both short-term


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performance (through the use of annual bonus) and long-term performance (through the use of equity awards with multi-year vesting schedules or performance periods), and aligning the executives’ interests with those of the Company’s stockholders. The Company also provides retirement, health, welfare and other benefits, including limited perquisites, which are an essential part of a competitive compensation program. The chart below summarizes how each component of executive compensation advances the Compensation Committee’s compensation philosophy.
 
                                 
          Hold accountable
    Hold accountable
    Align with
 
    Retain
    for business
    for individual
    stockholders’
 
    and attract talent     performance     performance     interests  
 
Base Salary
                           
Bonus
                       
Equity Awards
                       
Benefit Programs
                             
 
 
Developments in Executive Compensation in 2010.  During 2010, the Compensation Committee took a number of actions to advance the Compensation Committee’s compensation philosophy, including actions to retain key talent and changes to compensation to further align compensation with stockholders’ interests.
 
  •     The Compensation Committee approved an increase in Mr. Bewkes’ base salary from $1.75 million to $2.0 million, which was consistent with the employment agreement he entered into in 2007 that provided that his salary would be increased to $2.0 million if the Board of Directors elected him to serve as Time Warner’s Chairman. Mr. Bewkes declined the increase when he was elected Chairman effective January 1, 2009 due to the economic environment at that time. In addition, in recognition of Mr. Bewkes’ individual performance, the Company’s performance under his leadership, and the competitive market for talent among major media and entertainment companies, the Compensation Committee approved an increase in Mr. Bewkes’ target bonus from $8.5 million to $10.0 million, and an increase in the target value of annual long-term incentive compensation from $8.5 million to $10.0 million.
 
  •  The Compensation Committee approved an amended and restated employment agreement for Mr. Martin that provides for (i) an increase in his base salary from $1.0 million to $1.5 million effective January 1, 2010, (ii) an increase in the target bonus from $2.0 million to $3.75 million beginning with the bonus for 2010, and (iii) beginning in 2011, an increase in his target value of annual long-term incentive compensation from $3.0 million to $3.25 million. The terms of the agreement reflected Mr. Martin’s integral role as the Company’s senior financial executive, his strategic leadership on key company-wide initiatives, and the competitive market for executive talent.
 
  •  The Compensation Committee also approved an amended and restated employment agreement for Mr. Cappuccio, which provides for (i) an increase in his base salary from $1.0 million to $1.25 million effective July 1, 2010, and (ii) beginning in 2011, an increase in the target value of annual long-term incentive compensation from $1.8 million to $2.75 million. Mr. Cappuccio’s target bonus remained at 200% of his base salary, with the bonus for 2010 pro-rated. The increases in Mr. Cappuccio’s


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  compensation reflect Mr. Cappuccio’s performance and leadership role in major corporate initiatives and transactions as well as the competitive market.
 
  •  Acting on the Compensation Committee’s recommendation, the Board approved changes to the Company’s domestic retirement plans and programs as part of its efforts to provide competitive benefit programs that attract, motivate and retain employees in a more cost-effective manner, mitigate risks, and reduce the volatility of such plans and programs. In March 2010, the Board approved amendments to the Company’s domestic defined benefit pension plans to freeze benefit accruals effective June 30, 2010 as part of a transition to a “savings plans-only” model for retirement programs. The Company now maintains a qualified savings plan and non-qualified deferred compensation programs that limit the Company’s match to a percentage of employee deferrals on up to $500,000 of eligible compensation.
 
  •  The Compensation Committee approved changes to the executive compensation programs to further align the executives’ compensation with the stockholders’ interests. It changed one of the financial measures used in determining annual bonuses from Adjusted Operating Income Before Depreciation and Amortization (Adjusted OIBDA) to Adjusted Divisional Pre-Tax Earnings. The new measure not only is more consistent with the Adjusted Operating Income measure used beginning in 2010 to evaluate the operating performance of the Company, but also is intended to provide greater accountability for capital allocation because it measures operating performance after depreciation and amortization.
 
  •  Following discussions with institutional investors who had raised a concern that failing to accrue dividend equivalents could provide a disincentive to management to recommend to the Board that it increase the Company’s dividend, the Compensation Committee also approved a change so that PSUs awarded as part of long-term incentive compensation beginning in 2010 will include the accrual of dividend equivalents on the shares that ultimately vest and are earned based on the Company’s performance. The dividend equivalents will be distributed in cash to the participants following the vesting of such PSUs. Further, to continue the use of long-term incentive compensation that aligns the interests of the executives with stockholders, the Board adopted (and the stockholders approved) the Time Warner Inc. 2010 Stock Incentive Plan in 2010, which is the only active equity compensation plan used by the Company.
 
  •  As part of its regular review of the personal benefits provided to the named executive officers, the Compensation Committee reduced the reimbursement for financial planning services to $30,000 per year beginning in 2010, eliminated the reimbursement of dues for private dining clubs used for business purposes beginning in 2011 (reflecting the informal practice for the last two years), and required executive officers to pay for executive dining services.
 
  •  The Company also regularly engages with its stockholders to discuss the Company’s and the stockholders’ perspectives on compensation, governance and disclosure practices. The Company values these conversations and considers them and other feedback from its stockholders when evaluating the Company’s compensation programs, policies and practices. Following the adoption of the Dodd-Frank Act in July 2010, the Company discussed the requirements to conduct stockholder advisory votes on the compensation of its named executive officers and the frequency of such votes with many of its institutional stockholders, as well as other aspects of the legislation.


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  These discussions helped inform the Board of Directors’ recommendation on Proposal 4 — Advisory Vote on the Frequency of Holding Advisory Votes on Executive Compensation.
 
Summary of 2010 Compensation
 
2010 Base Salary.  As described above, the Compensation Committee approved increases in the base salaries of Messrs. Bewkes, Martin and Cappuccio during 2010. In addition, it approved the $800,000 base salary of Mr. Ginsberg in connection with his joining the Company in 2010. The base salaries for Ms. Fili-Krushel and Mr. Adler were not increased for 2010.
 
2010 Annual Bonus.
 
For 2010, with respect to each named executive officer other than Mr. Adler,** the Compensation Committee considered both the Company’s financial performance (assigned a weighting of 70%) and individual performance (assigned a weighting of 30%) against the goals it established at the beginning of 2010. This approach is intended to hold executives accountable for business and individual performance.
 
Financial Performance.  For the year ended December 31, 2010, Time Warner delivered very strong financial and operating performance despite the difficult and uncertain economy that persisted during the year, and had the following noteworthy financial accomplishments:
 
  •  Revenues rose 6% to $26.9 billion, the highest growth rate since 2004.
 
  •  Operating income rose 21% to $5.4 billion. Adjusted Operating Income increased 17% from 2009. Diluted Income per Common Share from Continuing Operations was $2.25 for 2010 compared to $1.75 for 2009.
 
  •  The Company issued its business outlook at the beginning of 2010 and raised it each quarter during 2010, and then delivered Adjusted Earnings per Share for 2010, which exceeded its most recently updated business outlook.
 
  •  The Company delivered strong Free Cash Flow (see page 71 for a definition of Free Cash Flow).
 
The Compensation Committee used the following financial performance measures in determining the amount of executives’ bonuses in 2010: “Adjusted Divisional Pre-Tax Earnings” and “Free Cash Flow.” These measures are consistent with the measures that the Company uses to evaluate its financial performance and the Compensation Committee believes that using these measures encourage long-term growth and performance, which drives the creation of long-term shareholder value. See page 71 for the definitions of the financial measures for the annual bonus. The Compensation Committee assigned a weighting of 70% to Adjusted Divisional Pre-Tax Earnings and 30% to Free Cash Flow to determine the Company’s performance rating.
 
 
*  The discussion of the bonuses awarded to the named executive officers does not include Mr. Adler because his employment relationship with the Company ended during the year. Pursuant to the severance provisions of his employment agreement, Mr. Adler received a payment in an amount equal to his pro rata “average annual bonus” for the period January 1, 2010 to July 31, 2010.


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Based on the Company’s very strong financial performance in 2010, the Adjusted Divisional Pre-Tax Earnings rating was 150% and the Free Cash Flow rating was 137%. Based on these ratings and the Compensation Committee’s evaluation of the Company’s performance, the Compensation Committee approved a final rating of 146% for the Company’s 2010 financial performance.
 
Individual Performance.  Each named executive officer’s individual performance goals for 2010 related to the execution of the Company’s business strategies based on the executive’s role at the Company. The named executive officers played an integral role in the Company’s achievement of its very strong financial results and the Company’s significant progress during 2010 on its strategic objectives, including increasing investments in the Company’s programming to drive future ratings and revenue increases (e.g., the agreement with the NCAA to present the NCAA Division I Men’s Basketball Championship games), advancing the digital transition of its businesses (e.g., the “TV Everywhere” initiative), expanding internationally in attractive markets (e.g., HBO’s acquisition of the remainder of its partners’ interests in HBO Central Europe, Turner’s acquisition of networks in Chile and India, and Warner Bros. expansion of its television and video games capabilities outside the U.S.), and improving operational efficiency (e.g., cost savings initiatives relating to technology, real estate and facilities). The Company also strengthened its balance sheet, taking advantage of the historically low interest rates in the credit markets to extend the maturities of $5.0 billion in debt while returning $3.0 billion to stockholders through increased dividends and share repurchases. The Compensation Committee assigned a performance rating of 140% for Mr. Bewkes and approved Mr. Bewkes’ recommendations of 145% for Mr. Martin and 130% for each of Messrs. Cappuccio and Ginsberg and Ms. Fili-Krushel (out of a maximum of 150%). The disclosure on pages 72 to 76 provides more information on each executive officer’s individual performance.
 
Final Amounts.  The Compensation Committee believes that discretion and judgment are important factors when determining the appropriate levels of compensation. Therefore, while the performance measures form a framework for awarding bonuses, the Compensation Committee retains discretion to deviate from the results obtained from applying the percentages and goals in a formulaic manner. The Compensation Committee exercised its discretion in determining final bonus amounts for each named executive officer, taking into account each individual’s performance, and, in each case, approved a bonus that was less than the maximum tax-deductible bonus that could be paid, and that was either equal to the bonus that would result from applying the Company financial and the individual performance ratings or slightly less.
 
Under the Time Warner Inc. Annual Incentive Plan for Executive Officers (the “Annual Incentive Plan”), which was approved by the Company’s stockholders and is intended to comply with Section 162(m) of the Internal Revenue Code, the maximum bonus that could be paid to each named executive officer for 2010 was $20.0 million. The table below provides each named executive officer’s target bonus approved by the Compensation


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Committee in early 2010 and the actual bonus awarded by the Compensation Committee for 2010.
 
                                                 
                Individual Performance
       
                      Amount        
          Company Performance Amount           Rating
       
                Rating Multiplied
          Multiplied
    Actual
 
    2010 Target
          by 70% of Target
          by 30% of
    Bonus
 
    Bonus Amount     Rating     Bonus     Rating     Target Bonus     Amount  
 
Jeffrey L. Bewkes
  $ 10,000,000       146 %   $ 10,220,000       140 %   $ 4,200,000     $ 14,420,000  
John K. Martin, Jr. 
    3,750,000       146 %     3,832,500       145 %     1,631,250       5,450,000  
Paul T. Cappuccio
    2,250,000       146 %     2,299,500       130 %     877,500       3,150,000  
Patricia Fili-Krushel
    1,700,000       146 %     1,737,400       130 %     663,000       2,400,000  
Gary L. Ginsberg
    1,600,000       146 %     1,635,200       130 %     624,000       2,250,000  
 
 
2010 Long-Term Incentive Awards.  In January 2010, the Compensation Committee approved long-term incentive awards for the named executive officers (other than Mr. Ginsberg) consisting of stock options, RSUs and PSUs. In furtherance of its philosophy of “pay-for-performance,” at least 50% of the “full-value” awards (the RSUs and PSUs) are performance-based awards (PSUs). The Compensation Committee uses total stockholder return and Adjusted Earnings per Share (“Adjusted EPS”) (as defined and reported by Bloomberg), which is one of the performance measures that the Company uses to evaluate its financial performance, as performance measures to determine PSU payouts. For additional information regarding the performance measures for the PSUs awarded in 2010, see pages 76 to 77. The Compensation Committee approved equity grants to Mr. Ginsberg in February 2010 in connection with his hiring in April 2010 and, because his employment commenced after the performance period began, the number of target PSUs awarded was reduced.
 
The table below shows for each named executive officer the target annual value of long-term incentive compensation for 2010, the equity awards granted in 2010, and the total grant date fair value of such awards.
 
                                         
          Number of
          Number of
       
    Target
    Stock
    Number of
    Target
    Total Grant
 
    Annual
    Options
    RSUs
    PSUs
    Date Fair
 
    Value     Awarded     Awarded     Awarded     Value  
 
Jeffrey L. Bewkes
  $ 10,000,000       620,997       96,285       96,285     $ 9,592,702  
John K. Martin, Jr. 
    3,000,000       191,615       34,434       34,434       3,164,944  
Paul T. Cappuccio
    1,800,000       114,969       20,660       20,660       1,898,943  
Patricia Fili-Krushel
    1,350,000       82,642       15,495       15,495       1,430,292  
Gary L. Ginsberg
    750,000       35,644       6,405       5,872       720,857  
Edward I. Adler
    1,000,000       61,216       11,478       11,478       1,059,487  
 
 
Retirement Programs.  The Company maintains qualified and non-qualified retirement programs for its employees, including qualified and non-qualified defined benefit pension plans, a qualified savings plan, and nonqualified deferred compensation programs. As discussed above, in March 2010, the Board approved amendments to the retirement programs. For additional details regarding these amendments, see “Executive Compensation — Pension Plans.”


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Health and Welfare Benefit Programs and Personal Benefits.  The Company also provides medical, vision and dental coverage to the Company’s executive officers and other employees. All employees pay a portion of the cost of these programs. The Company provides limited perquisites to its executive officers. The Compensation Committee reviews and approves changes to the personal benefits on at least an annual basis, and has focused on reducing the personal benefits over the last several years.
 
Summary of Other Compensation Policies and Practices.  The Compensation Committee maintains the following policies and guidelines that help to advance the Compensation Committee’s compensation philosophy: (i) a policy regarding the use of performance-based compensation, (ii) an equity dilution policy, (iii) stock ownership and retention guidelines, (iv) a policy on the recovery of previously paid executive compensation and (v) restrictions on hedging. The Compensation Committee also takes into account the requirements of Section 162(m) of the Internal Revenue Code when approving the compensation of the named executive officers. See pages 78 to 81 for additional information.


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Components of Executive Compensation
 
The chart below summarizes the key components of the Company’s compensation program for executive officers and how each component advances the Compensation Committee’s compensation philosophy.
 
     
Components of Compensation
  Purpose and Other Information
 
Annual Base Salary
 
•    Intended to attract, retain, and motivate executive officers, as well as encourage accountability for individual performance.
   
•    Consistent with pay-for-performance philosophy, generally represents the smallest component of the compensation program.
Annual Cash Bonus
 
•    Intended to provide a competitive level of compensation, provided that the Company and the executive officer achieve satisfactory performance, thereby reinforcing accountability for both business and individual performance.
   
•    Intended to promote alignment with stockholder interests by incenting executive officers to increase the value of the Company based on strong financial performance.
Long-Term Incentive Awards
 
•    Intended to promote retention, advance pay-for-performance, encourage a longer-term perspective by executives, and further reinforce the link between the interests of the executive officers and the stockholders.
   
•    Generally a mix of stock options, RSUs and PSUs.
   
     Stock options:  Designed to incentivize and reward executive officers for increases in stockholder value because executives earn nothing from the stock options unless the value of the Common Stock increases following the grant. Stock options generally vest in equal annual installments over four years.
   
     RSUs:  Designed to incentivize and reward executive officers to remain with the Company, as well as to align executive officers’ interests with those of stockholders even during periods of stock market fluctuations when stock options may have no realizable value. RSUs generally vest in two equal installments on the third and fourth anniversaries of the date of grant.
   
     PSUs:  Designed to incentivize and reward executive officers based on (i) the Company’s total stockholder return as compared to that of other companies in the S&P 500 Index and (ii) beginning with the grants made in 2009, the Company’s growth in Adjusted EPS relative to that of other companies in the S&P 500 Index. PSUs generally vest on the third anniversary of the date of grant based on the performance achieved for the performance period.


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Components of Compensation
  Purpose and Other Information
 
Retirement Programs
 
•    Intended to permit employees to plan and save for retirement while being mindful of the cost to the Company.
   
•    In 2010, consisted of (i) qualified defined benefit pension and savings plans and (ii) nonqualified defined benefit pension and deferred compensation plans and programs. Due to amendments adopted in 2010 to freeze the qualified and non-qualified defined benefit pension plans, the named executive officers’ accrued benefits under the qualified and non-qualified pension plans will not increase after June 30, 2010.
   
•    Equity-based compensation is not used in determining pension benefits.
   
•    For 2011, consists of (i) qualified savings plans and (ii) nonqualified deferred compensation programs.
Health and Welfare
Programs and
Personal Benefits
  Health and Welfare Programs:
   
•    Intended to provide benefits that promote employees’ health and to be competitive to promote the hiring and retention of qualified employees.
   
•    Include medical coverage, vision and dental coverage, flexible spending account programs, and similar benefit programs generally available to employees of Time Warner and its divisions.
   
•    Employees with higher base salaries pay a higher percentage of the cost of some of the health and welfare programs.
    Personal Benefits:
   
•    Provided to be competitive in the hiring and retention of qualified executives.
   
•    Include financial services reimbursement, life insurance benefits and transportation-related services. For security reasons, the CEO is provided with a car and driver and is encouraged to use Company aircraft for business and personal use.
   
•    Dining club memberships for business purposes, which were not utilized in 2010, were eliminated as benefits for 2011.
 
How Executive Compensation is Established
 
Role of the Compensation Committee.  The Compensation Committee, which consists of five independent directors, is responsible for determining compensation of the named executive officers and other executive officers, including the review and approval of (i) new employment agreements or amendments to existing agreements with the executive officers, including the base salary, target bonus, and target annual long-term incentive amounts provided for in the employment agreements; (ii) increases in base salary, target annual bonus and the target value of long-term incentive compensation; (iii) annual bonuses paid and equity awards granted to each executive officer; and (iv) changes to personal benefits provided to executives.
 
In carrying out its responsibility, the Compensation Committee follows a schedule over the course of the year. At the beginning of the year, the Compensation Committee reviews recommendations


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regarding compensation for each of the named executive officers for the year and approves base salary levels, target bonus levels, target annual long-term incentive compensation levels, and equity grants to be made to each named executive officer as part of the long-term incentive program.
 
With respect to the annual cash bonus, at the beginning of each year, the Compensation Committee reviews and approves the Company-wide financial and individual performance goals to be used in assessing performance and determining the cash bonuses for the year. At the conclusion of the year, the Compensation Committee (i) certifies the performance achieved under the Annual Incentive Plan, including the maximum bonus that can be paid to each participant, (ii) reviews the performance of the Company and each executive officer against the established financial and individual goals, and (iii) exercises its discretion in approving the cash bonus for each executive officer. The Compensation Committee also reviews and certifies the level of performance achieved for long-term incentive programs that have pay-outs determined by performance, such as PSUs.
 
Role of the Board of Directors.  The Board has retained the authority to approve new executive compensation plans, new equity plans and material amendments to existing executive compensation plans. It has delegated its authority with respect to other executive compensation matters to the Compensation Committee. The Board receives reports from the Compensation Committee on its actions and recommendations following every Compensation Committee meeting and acts as it determines appropriate on the Compensation Committee’s recommendations. The Board also reviews the Company’s executive compensation and benefits programs each year, including the key terms of employment agreements for the named executive officers.
 
Role of Management.  Management provides data, analysis and recommendations for the Compensation Committee’s consideration regarding the Company’s executive compensation program and policies and assists the Compensation Committee in carrying out its responsibilities. During 2010, materials for the Compensation Committee were generally reviewed by the Chairman and CEO (Mr. Bewkes), the Executive Vice President, Administration (Ms. Fili-Krushel) and members of the legal and finance departments prior to being provided to the Compensation Committee. Management also coordinates with the Compensation Committee’s independent compensation consultant to provide the compensation consultant with information with respect to executive compensation matters in connection with the compensation consultant’s role advising the Compensation Committee. During 2010, the Chairman and CEO, the Executive Vice President, Administration, the Senior Vice President, Global Compensation and Benefits, and the Vice President, Global Compensation, each generally attended Compensation Committee meetings. The Chairman and CEO participated in the Compensation Committee’s review of the performance of the other named executive officers. The Compensation Committee also meets regularly in executive session without management present.
 
Role of the Independent Compensation Consultant.  The Compensation Committee retained Pay Governance LLC as its independent executive compensation consultant in 2010. During January 2010 (prior to the founding of Pay Governance LLC in February 2010), Towers Watson served as the Compensation Committee’s independent compensation consultant. The compensation consultant reports directly to the Compensation Committee and advises the Compensation Committee on a wide range of executive compensation matters. The Compensation Committee meets regularly with the compensation consultant without members of management present. Members of the Compensation Committee also communicate with the compensation consultant outside of the Compensation Committee’s meetings as desired by such members. During 2010, at the Compensation Committee’s request, Pay Governance LLC (i) provided competitive market data on compensation (including perquisites and severance benefits) for executives, (ii) conducted analyses related to proposed executive employment agreements and compensation levels, (iii) provided advice


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with respect to executive compensation matters, including long-term incentive programs and share utilization and pay mix, (iv) reviewed annual proxy statement disclosures, (v) provided the Compensation Committee with an analysis of the compensation of the named executive officers as reported in the Company’s proxy statement for the 2010 annual meeting as compared to the compensation provided to executives by the companies in the Company’s peer groups as reported in their proxy statements, (vi) assisted the Compensation Committee with its annual charter review, (vii) provided the Compensation Committee with advice regarding the requirements of the Dodd-Frank Act and the implementing regulations, and (viii) advised the Compensation Committee in connection with the adoption of the 2010 Stock Incentive Plan and the modification to the PSUs to include retained distributions based on regular cash dividends paid by the Company. All of the services Pay Governance LLC provided during 2010 were to the Compensation Committee, and Pay Governance LLC did not provide any additional services to the Company. The Compensation Committee has reviewed the services provided by Pay Governance LLC and determined that Pay Governance LLC is independent in providing compensation consulting services to the Compensation Committee. For additional information regarding the Compensation Committee’s compensation consultant, see “Executive Compensation — Independent Compensation Consultant.” The Compensation Committee considers the consultant’s advice and analysis as one of many factors in making compensation decisions.
 
Use of Peer Groups.  The Compensation Committee believes that an understanding of the compensation provided to executives in comparable positions at peer companies is important and helps to ensure that the total target compensation provided to the executive officers is set at an appropriate competitive level to reward, attract and retain top performers over the long term. The Compensation Committee does not target a specific percentile or use strict benchmarking of total target direct compensation, because this approach can lead to increases in compensation solely due to increases in compensation among peer group companies. Similarly, although the Compensation Committee is provided with information for the peer groups regarding the individual components of compensation, the Compensation Committee does not separately set targets for individual components or benchmark different elements of compensation against the different peer groups. In 2010, the Compensation Committee utilized an entertainment/media peer group and a larger industry peer group selected as a result of an evaluation of the peer groups conducted in 2009.
 
Entertainment/Media Peer Group.  This peer group includes the following companies in the media and entertainment business because they are the companies with which Time Warner competes most directly: CBS Corporation, News Corporation, The Walt Disney Company, Viacom Inc. and, when data is available for a position, Sony Corporation and NBCUniversal.
 
Industry Peer Group.  This peer group includes multi-national and multi-divisional companies with consumer-oriented branded businesses that generally have revenues similar in size to Time Warner, and is intended to reflect a broader range of major companies with which Time Warner may compete for executives. This group consists of the following 23 companies:
 
         
Abbott Laboratories
  General Electric Co.   News Corporation
Altria Group Inc. 
  Google Inc.   PepsiCo Inc.
Apple Inc. 
  Hewlett-Packard Co.   Procter & Gamble Co.
CBS Corporation
  Johnson & Johnson   Sprint Nextel Corporation
Coca-Cola Co. 
  Kimberly-Clark Corp   Verizon Communications Inc.
Comcast Corporation
  Kraft Foods Inc.   Viacom Inc.
E.I. DuPont de Nemours and Co. 
  McDonald’s Corp.   The Walt Disney Company
FedEx Corp. 
  Microsoft Corporation    


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The Compensation Committee assesses the competitiveness of its executive compensation by comparing how total target direct compensation for an executive officer (consisting of base salary, target cash bonus and the estimated value of stock-based awards) compares to the two peer groups. The Compensation Committee generally assesses competitive compensation information on an annual basis, in connection with new executive compensation arrangements and other changes in an executive’s compensation. The following table shows how the named executive officers’ total target direct compensation compared against the two peer groups as of the dates indicated. The number of companies from each peer group reflected in the information for each of the Company’s executive vice presidents varies because information is not available for comparable positions at every company in the applicable peer group. The companies in the entertainment/media peer group included in the information for each named executive officer are listed in the table below. For the industry peer group, the size of the sample pool ranged from a low of five companies to a high of 20 companies.
 
                 
        Applicable
       
        Companies in
       
        Entertainment/Media
  Entertainment/Media
  Industry
    Peer Group Review Date   Peer Group   Peer Group   Peer Group
 
Jeffrey L. Bewkes
  Annual review and in connection with the Compensation Committee’s approval of an increase in Mr. Bewkes’ compensation — December 2009/January 2010   CBS Corporation, News Corporation, The Walt Disney Company and Viacom Inc.   Below range   At the 75th percentile
                 
John K. Martin, Jr
  Annual review — December 2009/January 2010   CBS Corporation, News Corporation and The Walt Disney Company   Below range   Between the 50th and 75th percentile
                 
    Review in connection with the Compensation Committee’s approval of an increase in Mr. Martin’s compensation — March 2010   CBS Corporation, News Corporation and The Walt Disney Company   Within range   Between the 75th and 90th percentile
                 
Paul T. Cappuccio
  Annual review — December 2009/January 2010   CBS Corporation, The Walt Disney Company and Viacom Inc.   Below range   Between the 75h and 90th percentile
                 
    Review in connection with the Compensation Committee’s approval of an increase in Mr. Cappuccio’s compensation — July 2010   CBS Corporation, News Corporation and The Walt Disney Company   In range   Between the 75th and 90th percentile
                 
Patricia Fili-Krushel(1)
  Annual review — December 2009/January 2010   CBS Corporation, The Walt Disney Company and Viacom Inc. for Human Resources peers; N/A for Administration peers.   Above average of Human Resources peers; N/A for Administration peers   Above the 90th percentile for Human Resources peers; between the 75th and 90th percentile for Administration peers


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        Applicable
       
        Companies in
       
        Entertainment/Media
  Entertainment/Media
  Industry
    Peer Group Review Date   Peer Group   Peer Group   Peer Group
 
Gary L. Ginsberg
  Review in connection with the Compensation Committee’s approval of Mr. Ginsberg’s compensation and the terms of his employment agreement in connection with his hiring — February 2010   CBS Corporation, The Walt Disney Company and Viacom Inc.   Above average   Above 75th percentile
                 
Edward I. Adler
  Annual review — December 2009/January 2010   CBS Corporation, The Walt Disney Company and Viacom Inc.   In range   Above the 75th percentile
 
(1) Information for both top Human Resources executives and top Administration executives were provided with respect to the review of Ms. Fili-Krushel’s compensation because her role encompassed responsibilities in both of these areas.
 
2010 Compensation
 
General and Compensation Mix
 
The compensation for the named executive officers is designed so that a substantial majority of each named executive officer’s target compensation is tied to performance, utilizing measures that correlate with the long-term creation of stockholder value. The charts below reflect the mix of 2010 total target variable and fixed compensation for Mr. Bewkes individually and for the named executive officers (other than Messrs. Bewkes and Adler) as a group. For the purposes of the charts, total 2010 target variable compensation includes the target annual bonus and target annual value of long-term incentive compensation.
     
(CHART)   (CHART)
 
In determining 2010 compensation, the Compensation Committee considered (i) data on market compensation levels (including information for similar positions at companies in the peer groups), (ii) the terms of each named executive officer’s employment agreement, (iii) the economic

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environment, (iv) the performance of each named executive officer, (v) the nature and scope of each named executive officer’s duties, (vi) the named executive officer’s prior compensation and performance at the Company, and (vii) the pay of similarly situated executives within the Company. In making its determinations, the Compensation Committee exercises its discretion with respect to the factors considered, as well as their relative importance, to arrive at a compensation decision for each named executive officer based on the totality of the information considered. In reaching its compensation determinations for Mr. Bewkes, the Compensation Committee also considered the differences in his roles and scope of responsibilities as Chairman and CEO for 2010 as compared to the other named executive officers. The Compensation Committee determined that the compensation for Mr. Bewkes was appropriate in light of the broader scope and the level of his duties as compared to the executive vice presidents, as well as the compensation levels for executives in similar positions to Mr. Bewkes at the peer group companies.
 
2010 Base Salary
 
In reviewing each named executive officer’s base salary for 2010, the Compensation Committee generally considered the factors discussed above under “2010 Compensation — General and Compensation Mix.” The Compensation Committee approved an increase in Mr. Bewkes’ annual base salary from $1.75 million to $2.0 million in recognition of, among other things, Mr. Bewkes’ performance, including overseeing the development and execution of the Company’s corporate strategy, the Company’s operational and financial performance under his leadership, and competitive market factors. The increase in Mr. Bewkes’ base salary was also consistent with the terms of Mr. Bewkes’ employment agreement, which provides that his salary would be increased to $2.0 million if the Board of Directors elected him to serve as Time Warner’s Chairman of the Board. Mr. Bewkes was elected to serve as Chairman of the Board effective January 1, 2009. At that time, due to Mr. Bewkes’ recognition of the economic downturn and its potential impact on the Company’s businesses, Mr. Bewkes declined the increase in his base salary and continued to receive a salary of $1.75 million during 2009.
 
In connection with the entry into amended and restated employment agreements during 2010, the annual base salaries for Mr. Martin and Mr. Cappuccio were increased from $1.0 million to $1.5 million (effective January 1, 2010) and $1.0 million to $1.25 million (effective July 1, 2010), respectively. In approving the increase in compensation for Mr. Martin, the Compensation Committee noted Mr. Martin’s exceptional performance as Chief Financial Officer, the integral role he has played as the Company’s senior financial executive and in providing strategic leadership on key Company-wide initiatives, and the competitive market for executive talent. The Compensation Committee determined the increase in compensation for Mr. Cappuccio to be appropriate based on his performance and leadership in major corporate initiatives and transactions, the valuable legal and strategic advice he provides on behalf of the Company, and competitive market compensation information.
 
In connection with the hiring of Mr. Ginsberg, who joined the Company on April 5, 2010, the Compensation Committee approved his compensation and employment agreement. The agreement provides for an annual base salary of $800,000.
 
The Compensation Committee did not change the base salaries of the other named executive officers. As noted above, Mr. Adler’s employment with the Company ended effective July 31, 2010, and Ms. Fili-Krushel resigned effective January 1, 2011 to accept a position with another company.
 
The Company believes that the base salaries paid to the individual executive officers covered by Section 162(m) of the Internal Revenue Code for 2010 will be deductible by the Company, except for the portions of Messrs. Bewkes’ and Cappuccio’s 2010 salary that exceeded the $1.0 million limit.


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2010 Annual Bonuses
 
The Compensation Committee determined bonuses for 2010 for each of the named executive officers (other than Mr. Adler) within the overall context of (i) the framework discussed below and (ii) the Annual Incentive Plan, which was approved by stockholders at the 2009 Annual Meeting of Stockholders. The Annual Incentive Plan, which uses a performance measure based on the achievement of positive net income, is designed to allow the Company to pay annual cash bonuses to certain executive officers that qualify as performance-based compensation that is deductible by the Company for income tax purposes under Section 162(m) of the Internal Revenue Code.
 
The discussion of the bonuses awarded to the named executive officers does not include Mr. Adler because his employment relationship with the Company ended during the year. Pursuant to the severance provisions of his employment agreement, Mr. Adler received an amount equal to his pro rata “average annual bonus” for the period January 1, 2010 to July 31, 2010. See “Executive Compensation — Potential Payments Upon Termination of Employment or Change in Control” for the definition of “average annual bonus” and additional information regarding the terms of Mr. Adler’s separation from the Company.
 
Framework for Determining Bonuses.  The following describes the process by which the Compensation Committee determines the annual cash bonus and how the process was applied for determining the cash bonuses for 2010:
 
     
Framework
  Actions Taken for Determining 2010 Bonuses
 
Establish target
bonuses for each
executive
 
•   Target bonuses, expressed as a dollar amount or a percentage of base salary, are included in the applicable employment agreement (subject to subsequent increases by the Company).

•   When reviewing target bonuses, the Compensation Committee takes into consideration: (i) the nature and scope of each executive’s responsibilities, (ii) the minimum target bonuses specified in the executive’s employment agreement, (iii) the target bonuses of similarly situated executives within the Company, and (iv) data based on competitive market compensation levels.
     
   
•   In January 2010, the Compensation Committee approved an increase in the target bonus for Mr. Bewkes. In connection with its approval of amended and restated employment agreements with Messrs. Martin and Cappuccio, the Compensation Committee approved increases in Mr. Martin’s target bonus in March 2010 and Mr. Cappuccio’s base salary in July 2010, which resulted in an increase in his target bonus. See the table on page 61 for the named executive officers’ target annual bonuses for 2010.
     
Establish Company
financial criteria
and individual
performance goals
for each executive
 
•   In early 2010, the Compensation Committee approved the Company financial criteria and individual performance goals.

•   The Compensation Committee selected financial criteria and goals that are intended to:

    ¡   advance the Company’s strategy,

    ¡   hold the individuals accountable for both the performance of the business and the individual, consistent with the Compensation Committee’s compensation philosophy, and

    ¡   support sustained growth in the Company’s financial performance over the long term, without encouraging excessive short-term or longer-term risk-taking, thereby enhancing sustained stockholder value.


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Framework
  Actions Taken for Determining 2010 Bonuses
 
   
•   The Company’s financial performance represented 70% and the individual’s performance represented 30% of the bonus determination. The Compensation Committee approved this 70/30 weighting because it emphasizes the importance of the Company’s financial performance while reinforcing individual accountability for the achievement of an executive’s goals for the year.
     
    Company Financial Criteria:
     
   
•   The Company-wide financial criteria for 2010 included a range for each of (i) Adjusted Divisional Pre-Tax Earnings* and (ii) Free Cash Flow*, which correlated to a 50% and 150% rating for each of these measures, as set forth below. The Compensation Committee selected these measures because they are important measures that the Company uses to evaluate its financial performance and are consistent with the measures on which the Company focused its 2010 quarterly and annual earnings releases. As noted above, the Compensation Committee believes that Adjusted Divisional Pre-Tax Earnings is more consistent with the measures now used for evaluating financial performance and provides greater accountability for capital allocation (because it measures operating performance after depreciation and amortization).
     
   
•   Within the financial measures, the Compensation Committee assigned a weighting of 70% to Adjusted Divisional Pre-Tax Earnings and 30% to Free Cash Flow, based on its view of the relative importance of these measures as indicators of the Company’s operating performance over both the short and long term.
     
    Individual Goals:
     
   
•   The individual goals for Mr. Bewkes and the other named executive officers were tailored to each individual’s position and focused on supporting the Company’s strategic initiatives.
     
Evaluate Company
financial
performance
 
•   Using the ranges and the weighting for each financial measure as guides, the Compensation Committee assigned a financial performance rating following the end of the year based on the Company’s performance. In January 2011, the Compensation Committee reviewed the Company’s performance against each of the financial performance criteria established at the outset of the year and approved a Company financial performance rating of 146%, which reflected the performance rating for each criteria and the 70/30 weighting for the criteria.
 
 
*  The Company defines “Adjusted Divisional Pre-Tax Earnings” as Adjusted Operating Income plus/minus Income (Loss) from investments in unconsolidated joint ventures. Adjusted Operating Income is defined as Operating Income (Loss) (as defined by U.S. generally accepted accounting principles (“GAAP”)) excluding the impact of noncash impairments of goodwill and intangible and fixed assets, gains and losses on operating assets, external costs related to mergers, acquisitions, or dispositions, as well as contingent consideration related to such transactions, to the extent such costs are expensed, and amounts related to securities litigation and government investigations. The Company defines “Free Cash Flow” as Cash Provided by Operations from Continuing Operations (as defined by GAAP) plus payments related to securities litigation and government investigations (net of any insurance recoveries), external costs related to mergers, acquisitions, investments or dispositions and excess tax benefits from the exercise of stock options, less capital expenditures, principal payments on capital leases and partnership distributions, if any.

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Framework
  Actions Taken for Determining 2010 Bonuses
 
 
                                 
    % of
  2010 Financial
   
Performance Measure
  Financial
  Performance
  Performance
($ in millions)
  Component   Framework   Rating
        50%   150%    
 
Adjusted Divisional Pre-Tax Earnings
    70%     $ 4,765     $ 5,265       150%  
Free Cash Flow
    30%     $ 2,000     $ 2,800       137%  
2010 Financial Performance Rating
                            146%  
 
     
   
•   In establishing the 146% performance rating, the Compensation Committee considered the following:

    ¡   The Company’s Adjusted Divisional Pre-Tax Earnings exceeded the upper range for that metric established by the Compensation Committee at the beginning of the year.
     
   
    ¡   The Company achieved overall strong financial performance while accomplishing or making progress on the Company’s key strategic initiatives in 2010.
     
   
    ¡   The Compensation Committee has discretion to consider actions taken by management that affect financial performance or significant items that were not anticipated in setting the ranges at the beginning of the year, in determining the financial performance rating, but the Compensation Committee did not make any adjustments to the performance achieved by the Company for 2010.
     
Evaluate individual
performance
 
•   The named executive officers prepared self-assessments of their performance against their respective goals. Mr. Bewkes (Chairman and CEO) and the Senior Vice President, Global Compensation and Benefits reviewed these self-assessments before they were presented to the Compensation Committee to help confirm they fairly represented the individuals’ performance with respect to their respective goals.
     
   
•   Mr. Bewkes discussed the performance of the other named executive officers with the Compensation Committee and proposed individual performance ratings for each of these executives based upon his assessment of their performance.
     
   
•   The Compensation Committee then evaluated the individual performance of Mr. Bewkes and each of the other named executive officers in 2010 against their respective goals. Taking into account each named executive’s goals and performance — which are summarized below — the Compensation Committee approved individual performance ratings (based on a maximum possible rating of 150%) of 140% for Mr. Bewkes and concurred with the ratings Mr. Bewkes proposed, approving a rating of 145% for Mr. Martin and 130% for each of Messrs. Cappuccio and Ginsberg and Ms. Fili-Krushel.


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Framework
  Actions Taken for Determining 2010 Bonuses
 
    Mr. Bewkes
   
•   Goals: Execute the Company’s strategy, as a content-focused company; extend its leadership position in existing businesses; transition the businesses successfully to digital platforms; expand in selected international markets; and manage the businesses and capital resources to deliver superior and consistent financial returns to investors. Improve business operations through enhanced cross-divisional collaboration and Company-wide operating efficiencies and cost-savings. Continue to strengthen management team and focus on developing successors to senior executives throughout the Company. Successfully communicate the Company’s strategy to external constituencies.
   
•   Performance:
   
    ¡   Effectively led the Company’s execution of its key strategic objectives.
   
    ¡   Provided strategic direction regarding the digital transitions at each of the Company’s divisions, including the TV Everywhere initiative, the development of digital magazines, and the evaluation of windows for home video.
   
    ¡   Oversaw the implementation of the Company’s capital plan, pursuant to which the Company maintained a strong balance sheet (including extending the maturities of $5.0 billion of debt at historically low rates) and returned $3.0 billion to stockholders in the form of increased dividends and share repurchases.
   
    ¡   Continued to increase the strategic and operating coordination between the Company’s business units (e.g., the strategic digital partnership in sports websites between Time Inc. and Turner).
   
    ¡   Strengthened Corporate management team with the addition of Mr. Ginsberg and, in connection with the departure of Ms. Fili-Krushel, began the transition of responsibilities for Administration to Mr. Martin.
   
    ¡   Successfully communicated the Company’s strategy to external constituencies, including at the Time Warner Investor Day and other meetings with investors and governmental officials. Mr. Bewkes also worked with the Board to continue to enhance its oversight of the Company’s strategy and businesses.
    Mr. Martin
   
•   Goals: Safeguard the Company’s assets through effective internal controls, while providing appropriate public disclosures; maintain a finance organization that supports the Company’s strategy and operations; manage the Company’s financial operations to support value creation; focus on cost minimization while supporting operational efficiency; and establish a process to identify and develop key management talent.
   
•   Performance:
   
    ¡   Continued effective leadership of the Company’s finance organization and was actively involved with actions to strengthen and develop personnel throughout the organization.
   
    ¡   Oversaw the Company’s public financial disclosures and maintained effective internal controls, with no material weaknesses or significant deficiencies.
   
    ¡   Made meaningful improvements to the finance function — enhanced the Company’s budgeting and forecasting processes and mergers and acquisitions processes to improve return on capital framework and coordination among disciplines and enhanced and improved tax processes, including investments in technology to improve operational efficiency.


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Framework
  Actions Taken for Determining 2010 Bonuses
 
   
    ¡   Provided strategic advice to the Company’s Chairman and CEO regarding acquisitions and was actively involved in significant acquisitions.
   
    ¡   Developed and implemented a capital plan that further optimized the company’s capital structure, by appropriately balancing the objective of maintaining a strong and flexible balance sheet with the goal of deploying capital to invest in the Company’s businesses, make acquisitions, and return capital to stockholders.
   
    ¡   Led efforts to improve operational efficiencies in 2010 compared to 2009, with increased investment in revenue-producing expense areas and a reduction in overhead areas. Developed plans in 2010 to continue to improve operational efficiencies in 2011.
   
    ¡   Developed (together with Ms. Fili-Krushel) recommendations for cost savings initiatives relating to technology, real estate and facilities.
    Mr. Cappuccio
   
•   Goals: Maintain and refine an effective enterprise-wide compliance program; provide legal advice and support for major transactions; effectively manage the corporate legal department; assist the CEO and divisions with digital initiatives, including the roll-out of TV Everywhere; and provide legal and business strategy advice to the Chairman and CEO and the Board.
   
•   Performance:
   
    ¡   Continued to maintain an effective compliance program throughout the Company, including the development, adoption and rollout of new Standards of Business Conduct during 2010. Oversaw the implementation of training on the new Standards in the U.S. and initial international rollout. Also completed the transition to a new Chief Compliance Officer during 2010.
   
    ¡   While leading the corporate legal department, provided important and effective legal and business strategy advice to the Company’s Chairman and CEO, the Board and the divisions on a number of complex issues, including matters relating to the digital distribution of the Company’s content.
   
    ¡   Provided advice and assistance, individually and through the legal department, with respect to litigation matters, public disclosures and SEC filings, and in connection with significant transactions, including the $5.0 billion of public debt issuances and redemptions of and tenders for outstanding debt, the new $5.0 billion revolving credit facilities and a number of potential and completed acquisitions.
   
    ¡   Served as a member of the board of directors of Central Media Enterprises Ltd., an entity in which the Company has a substantial ownership interest, worked closely with the Executive Vice President, Public Policy, and met with government regulators in the United States and Europe.


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Framework
  Actions Taken for Determining 2010 Bonuses
 
    Mr. Ginsberg
   
•   Goals: Solidify and enhance the position of Time Warner as a global leader in the creation, packaging and delivery of high-quality branded content across multiple distribution platforms, with industry-leading shareholder returns and industry-leading management. Achieve operational efficiencies, focusing on assessments of department needs and supporting the Time Warner Global Media Group.
   
•   Performance:
   
    ¡   Effectively promoted the Company’s TV Everywhere and Content Everywhere digital distribution initiatives.
   
    ¡   Focused media attention on the strength of the Company and on significant business achievements during 2010.
   
    ¡   Evaluated the corporate communications group and instituted changes to improve the efficiency and effectiveness of the group.
   
    ¡   Encouraged, individually and through the Global Media Group, large corporate advertisers to increase their spending commitment with Time Warner and its divisions.
   
    ¡   Achieved success with several cross-divisional marketing initiatives such as the HBO-Warner Home Video partnership to promote Boardwalk Empire on HBO.
    Ms. Fili-Krushel
   
•   Goals: Refine and execute the Chairman and CEO’s human development strategy; optimize the identification, recruitment and development of key talent to execute the Company’s strategy; provide that the Company’s total rewards programs are responsive to changing internal and external environments; cultivate a culture of inclusion and strengthen the Company’s reputation; launch enterprise-wide operating efficiencies efforts; continue a Company-wide focus on policies, plans and process to mitigate risk; and retain key talent and enhance the effectiveness of the Company’s administration function by increasing collaboration and providing professional opportunities.
   
•   Performance:
   
    ¡   Created and implemented programs for executives focused on key strategic challenges and opportunities, including the digital transition of the Company’s businesses.
   
    ¡   Expanded a digital talent network through the Company’s worldwide recruitment function.
   
    ¡   Oversaw the review of the Company’s domestic and international retirement programs and resulting changes to those plans.
   
    ¡   Oversaw the implementation of consistent features across the Company for the Company-wide domestic health plan, increasing efficiency and cost savings.
   
    ¡   Together with Mr. Martin, successfully developed recommendations for cost-savings initiatives relating to technology, real estate and facilities.


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Framework
  Actions Taken for Determining 2010 Bonuses
 
Determine 2010
bonuses for each
executive
  In determining the named executive officers’ annual bonuses for 2010, the Compensation Committee considered, among other factors, the potential bonus amounts that would result from the application of the Company-wide and individual performance ratings in a formulaic manner.
     
    The Compensation Committee exercised its discretion in determining final bonus amounts for each named executive officer, taking into account each individual’s performance. In each case, the Compensation Committee approved a bonus that was less than the maximum bonus that could be paid under the Annual Incentive Plan, and that was either equal to, or slightly less than, the bonus that would result from applying the Company financial and individual performance ratings, but that still reflected the Compensation Committee’s recognition of the Company’s strong financial performance in 2010 and the executives’ significant accomplishments in 2010. Because of the increases in their target annual bonuses for 2010, the bonuses for 2010 for Messrs. Bewkes, Martin and Cappuccio were higher than for 2009. Ms. Fili-Krushel’s bonus was the same as in 2009. Mr. Ginsberg joined the Company in 2010 and thus did not receive a bonus for 2009. See the Summary Compensation Table on page 84 for the named executive officers’ actual bonus amounts awarded by the Compensation Committee.
     
    Pursuant to the Annual Incentive Plan, the maximum annual bonus that can be paid to each participant pursuant to the plan and be tax-deductible is the lower of 1.5% of the Company’s Adjusted Net Income for such year and $20 million. Thus, for 2010, the maximum tax-deductible bonus that could be paid to each named executive officer (other than Mr. Martin, who as CFO is not subject to Section 162(m)) was $20 million, which was significantly higher than the actual bonuses approved by the Compensation Committee. As a result, the Company believes that the annual cash bonuses paid to the named executive officers will be deductible by the Company pursuant to Section 162(m) of the Internal Revenue Code.
 
2010 Long-Term Incentives
 
Equity awards with multi-year vesting or performance periods are an important part of the Company’s executive compensation program. In early 2010, the Compensation Committee approved long-term incentive awards for the named executive officers consisting of stock options, RSUs and PSUs. The Compensation Committee generally considered the factors discussed in “— 2010 Compensation — General and Compensation Mix” when determining the value and type of these awards for the named executive officers. In addition, the Compensation Committee considered (i) the limits on the number of awards that can be made to an individual from the 2006 Stock Incentive Plan and (ii) the Compensation Committee’s policy that at least 50% of the “full-value” stock awards (i.e., the RSUs and PSUs) should be performance-based. In applying this policy, the number of shares counted for PSU awards is the target amount. The mix of equity awards made to the named executive officers in 2010 was intended to deliver 40% of the award value through stock options and 60% of the award value through a combination of RSUs and PSUs. This mix reflects current market practices and takes into account the relative retention value of each type of award, and the dilutive impact of the awards. See the Grants of Plan-Based Awards Table on page 88 for the stock options, RSUs and PSUs awarded to each named executive officer.

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At its meeting in January 2010, the Compensation Committee approved the equity awards with a grant date of February 8, 2010. This was consistent with the Compensation Committee’s practice of approving awards to executive officers at a meeting in January or February and establishing a subsequent grant date at that time. The February grant date (i) provided sufficient time for the Company to prepare communications materials for employees throughout the Company who receive stock-based awards at the same time as the executive officers and (ii) was after the issuance of the earnings release for the prior fiscal year. Pursuant to the provisions of the Company’s 2006 Stock Incentive Plan, stock options have exercise prices at fair market value, which is defined as the closing price of the Common Stock on the grant date on the NYSE Composite Tape.
 
The PSUs awarded to the executives provide for a potential payout of shares of Common Stock ranging from 0% to 200% of the target number of PSUs awarded, depending on the performance achieved by the Company for the applicable performance period, generally three years. The PSUs granted in 2010 have performance measures based on (i) total stockholder return (“TSR”) of the Common Stock relative to the TSR of the other companies in the S&P 500 Index (subject to certain adjustments) and (ii) the Company’s growth in Adjusted EPS relative to the growth in Adjusted EPS of other companies in the S&P 500 Index. The Adjusted EPS measure will apply only if the Company’s TSR ranking is below the 50th percentile and its Adjusted EPS growth ranking is at or above the 50th percentile, in which case the percentage of a participant’s target PSUs that will vest will be the average of (x) the percentage of target PSUs that would vest based on the Company’s TSR ranking during the performance period and (y) 100%. If the Company’s TSR performance is below the threshold (i.e., the 25th percentile) and the Adjusted EPS target is not met, there would be no payout of shares for the award. The TSR performance measure is intended to align the participants’ interests with those of the Company’s stockholders. The Adjusted EPS measure applies in the event that strong operating performance is not appropriately reflected in the Company’s stock price due to market or other conditions outside of management’s control. Beginning with PSUs awarded in 2010, dividend equivalents based on the Company’s regular quarterly cash dividends on the Common Stock accrue as a retained distribution while the target PSUs are outstanding. The dividend equivalents will be distributed to the participant in cash following the vesting of the PSUs only for those shares underlying the target PSUs that ultimately vest based on the performance achieved for the performance period.
 
The table below illustrates the payout schedule at different levels of performance using 10,000 target PSUs (not including any retained distributions that would be paid in cash):
 
                                                             
            Thres-
                                              Maxi-
            hold                 Target                             mum
      Below
                                                     
 Company TSR Percentile
    25     25     30     40     50     60     70     80     90     100
                                                             
PSUs that would vest: TSR only; Adjusted EPS target not met (below 50th percentile) or not applicable
    0     5,000     6,000     8,000     10,000     12,000     14,000     16,000     18,000     20,000 
                                                             
PSUs that would vest: TSR ranking is below the 50th percentile and Adjusted EPS target has been met (at or above 50th percentile)
    5,000     7,500     8,000     9,000     N/A     N/A     N/A     N/A     N/A     N/A
                                                             


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The Company believes that the compensation realized from the vesting of the PSUs and the exercise of the stock options granted in 2010 will be deductible by the Company pursuant to Section 162(m) of the Internal Revenue Code, but that compensation realized from the vesting of RSUs does not qualify as performance-based compensation.
 
Other Compensation Policies and Practices
 
This section discusses the Company’s other compensation policies and practices that help to advance the Compensation Committee’s compensation philosophy. Several of these policies and practices are also designed to discourage behavior that could lead to excessive risk taking.
 
Employment Agreements
 
Consistent with the Company’s goal of attracting and retaining executives in a competitive environment, the Company has entered into employment agreements with each of the named executive officers. The terms of these employment agreements have been, and under the Compensation Committee’s policies must be, reviewed and approved by the Compensation Committee in advance of presenting the proposed terms to the individual. While the terms of the employment agreements are negotiated with each executive officer, many of the terms apply to all employment agreements and reflect the Compensation Committee’s philosophy. For instance, the agreements all provide for a severance period limited to two years and, other than for Mr. Bewkes, do not contain any tax gross-up provisions. For a description of the treatment upon termination of their employment in various circumstances, see “Executive Compensation — Potential Payments Upon Termination of Employment of Change in Control.”
 
While the agreements specify a base salary and target annual bonus, and contain a target annual long-term incentive value, the size of annual bonuses paid and the grant of long-term incentive compensation awards are subject to the discretion of and are approved each year by the Compensation Committee. In addition, the Compensation Committee generally has not considered the termination provisions in employment agreements as a factor in its decisions regarding overall compensation objectives or the components of compensation for the executive officers because an involuntary termination, change in control or other triggering event may not occur during the executive officer’s employment with the Company.
 
Treatment of Equity Awards Upon Termination of Employment and Upon a Change in Control
 
The treatment of the executive officers’ outstanding equity awards upon various employment termination events is generally governed by the Company’s equity compensation programs and equity award agreements, which were approved by the Compensation Committee. The named executive officers’ respective employment or equity award agreements include negotiated provisions that provide more favorable terms for the treatment of their equity awards upon various employment termination events.
 
The Company’s equity compensation plans (other than with respect to PSUs) generally contain provisions that accelerate vesting either (i) in the event of an involuntary termination of employment other than for cause following a change in control of the Company or (ii) on the first anniversary of the change in control occurring. The acceleration of vesting in the event of a termination of employment advances the interests of both the employee and the entity by reducing the incentive for an employee to look immediately for a position with another company after a change in control transaction is announced in order to avoid the uncertainty of whether his or her employment will be terminated. The accelerated vesting after one year also benefits the entity or persons taking control in the transaction by providing an incentive for employees to remain with the Company following


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the transaction and providing the controlling entity sufficient time to identify the employees it wants to retain and to implement incentive programs designed to retain such employees over the longer term.
 
With respect to PSUs, a change in control of the Company would generally result in accelerated vesting. The number of PSUs that would vest following a change in control is determined based on the Company’s actual performance level achieved through the date of the change in control (with pro rata vesting based on the time from the grant date until the date of the change in control) and an assumption that the target performance level would be achieved for the remainder of the performance period (with pro rata vesting based on the time from the date of the change in control until the last day of the performance period). The Company believes this approach to acceleration of vesting of equity awards is consistent with and advances the Company’s interests because it does not tie the future vesting of these awards to the performance of a new entity.
 
As previously disclosed, the employment agreement for Mr. Bewkes, which was entered into in December 2007, provides that the Company will, under specific circumstances in the event of a change in control of the Company, make an additional payment to Mr. Bewkes if he becomes subject to the excise tax imposed under Section 4999 of the Internal Revenue Code. The employment agreements for the other named executive officers do not provide for such an additional payment as a result of a change in control of the Company.
 
Pay-for-Performance Policy
 
One of the key tenets of the Compensation Committee’s executive compensation philosophy is to pay compensation for performance so that the Company’s executives are focused on achieving goals that are tied to the Company’s performance and support the Company’s strategic objectives and that the interests of executives are aligned with those of stockholders. Consistent with this pay-for-performance philosophy, the Compensation Committee maintains a policy that a majority of total target compensation for named executive officers will consist of performance-based components. The policy defines performance-based compensation as including annual cash bonus, stock options and PSUs. This policy also incorporates the Company’s commitment that at least 50% of “full-value stock awards” (e.g., restricted stock, RSUs and PSUs) made to senior executives of the Company will be performance-based, such that achievement of performance measures will determine the size and/or vesting of the awards.
 
Equity Dilution Policy
 
The Compensation Committee maintains a policy on equity dilution that addresses how the Company determines the appropriate level of equity dilution within the context of its stockholder-approved equity plans and establishes general guidelines for monitoring and managing equity dilution and annual share usage rate (i.e., run rate). The Company regularly analyzes its equity compensation program, including with respect to whether dilution rates are in line with those of peer companies. The policy on equity dilution currently sets annual run rate guidelines consistent with the Time Warner Inc. 2010 Stock Incentive Plan, which caps the maximum annual run rate at 1.5% of the total outstanding Common Stock at December 31 of the preceding year. Within the annual run rate cap, the Compensation Committee determines the amount and mix of equity awards to be granted in any single year.
 
Stock Ownership and Retention Guidelines
 
The Company’s executives are subject to Board-adopted stock ownership guidelines. The Board adopted these standards to help promote a focus on longer-term goals and further assure the


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alignment of executive compensation with the interests of stockholders by having the executives retain significant investments as stockholders. The stock ownership guidelines are expressed as a multiple of salary, with the Chairman and CEO, the Executive Vice Presidents and Division CEOs being required to hold Common Stock with a value equal to at least five times, two times and three times their respective salaries within five years after the adoption of the stock ownership guidelines in 2003 or being elected to their position, if later. The Compensation Committee reviews the Common Stock held by each executive officer and the Division CEOs annually to determine whether the executives have met and continued to meet their required ownership levels or are making progress toward compliance. Shares held directly by the individual, interests in the Time Warner Inc. Stock Fund in the qualified savings plan and the nonqualified deferred compensation plan, shares held in individual retirement accounts and unvested RSUs are included in determining whether the ownership requirement has been met and sustained. As of January 31, 2011, Messrs. Bewkes, Martin and Cappuccio each met the applicable stock ownership requirement. Mr. Ginsberg will be required to reach the required stock ownership level by April 2015.
 
In addition, the Board adopted stock retention requirements with respect to stock option awards. Pursuant to the Company’s stock retention guidelines, beginning with the stock options awarded in 2003, the executive officers must retain for at least 12 months after exercise (or, if the executive is no longer employed by the Company, for at least 12 months after the termination of employment) shares of Common Stock representing at least 75% of the after-tax gain that the executive realizes upon exercise, after paying the exercise price (assuming a 50% tax rate for purposes of the calculation).
 
Hedging
 
The Company’s executive officers may not engage in short sales of Common Stock and may not purchase or sell puts, calls, straddles, collars or other similar risk reductions devices involving Common Stock.
 
Recovery of Previously Paid Executive Compensation
 
The Board adopted a policy regarding the recovery of executive compensation under certain circumstances. Under the policy, if the Board determines that an executive officer or a Division CEO intentionally caused a material financial misstatement, which resulted in artificially inflated executive compensation, the Board will determine the appropriate actions to remedy the misconduct and prevent its recurrence and any actions with respect to the executive. The Board may consider a number of factors in determining whether to seek to recover compensation paid to an executive, including the nature of the underlying misconduct and the role of the executive; the amount of excess compensation paid as a result of the material financial misstatement; the risks, costs and benefits associated with pursuing the recovery of the compensation; and other actions the Company or third parties may have taken with respect to the executive who caused the misstatement. The Board also may seek recommendations from the Compensation Committee and/or the Audit Committee and may retain outside advisors to assist in the determination.
 
The Compensation Committee also has adopted a policy under which, as a factor in determining the annual compensation for each of the Company’s senior executives, the Compensation Committee will consider the Company’s efforts to strengthen its compliance and ethics program and to enhance its system of internal control over financial reporting. This policy was adopted in 2006 conjunction with a settlement reached in shareholder derivative actions against the Company.


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Section 162(m) Considerations
 
Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for non-performance-based compensation over $1 million paid for any fiscal year to each of the individuals who were, at the end of the fiscal year, the corporation’s chief executive officer and the three other most highly compensated executive officers (other than the chief financial officer). However, regulations under Section 162(m) of the Internal Revenue Code exempt qualifying performance-based compensation from the deduction limit.
 
In 2009, the Board adopted the Annual Incentive Plan, which is designed to allow the Company to pay annual cash bonuses to certain executive officers that qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. The Company’s stockholders approved the Annual Incentive Plan and the Company’s stock incentive plan. The Company has also adopted a general policy of awarding stock options and PSUs to its executive officers only pursuant to plans and with processes that the Company believes satisfy the requirements of Section 162(m). RSUs awarded to executive officers do not qualify as performance-based compensation.
 
The Compensation Committee believes that stockholder interests will be best served if the Compensation Committee’s discretion and flexibility in awarding compensation is not restricted. For this and other reasons, the Compensation Committee has determined that it will not necessarily seek to limit executive compensation to that deductible under Section 162(m).
 
Compensation and Human Development Committee Report
 
The Compensation and Human Development Committee of the Board of Directors has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on such review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
 
Members of the Compensation and Human Development Committee
 
Stephen F. Bollenbach (Chair)
William P. Barr
Frank J. Caufield
Mathias Döpfner
Michael A. Miles
 
Compensation Programs and Risk Management
 
In early 2011, the Company completed its annual risk assessment of its compensation policies and practices for its employees, including its executive officers. In particular, the Company reviewed and analyzed the major components of compensation at the Company and its divisions, including (i) base salary, (ii) annual bonuses, (iii) long-term incentive programs (including cash-based incentive plans and equity-based incentive plans), (iv) sales incentive plans and commission plans, and (v) retirement programs including defined benefit programs, defined contribution programs, deferred compensation programs and profit-sharing arrangements. The Company also reviewed its policies related to compensation, including equity retention policies, equity dilution policies and executive compensation philosophy.
 
In reviewing the major components of compensation, the Company evaluated the key characteristics of the compensation plans and programs, such as the metrics used in the performance-based programs, the combination and number of metrics used in such programs, the positions eligible to participate, any individual target maximums and the timing of payouts. The


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Company also considered changes to its compensation programs made during 2010, including the freezing of accruals of additional benefits under the Company’s domestic defined benefit pension plans, amendments to enhance benefits under its 401(k) plan and the adoption (effective January 1, 2011) of the Time Warner Supplemental Savings Plan. The Company analyzed the relationship between such key characteristics of and changes to compensation programs and a variety of types of risk, such as strategic, financial, operational and reputational risk, which included but were not limited to the risks identified as risk factors in the Company’s then most recent Annual Report on Form 10-K. The Company also reviewed the distribution of pay versus revenue share for each of the Company’s divisions and considered the situations that may trigger disclosure specified in the SEC’s rules.
 
Based on its review, the Company has determined that any risks arising from its compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for annual bonuses and the equity compensation programs, share ownership and retention guidelines for executive officers, as well as the multiyear vesting schedules for equity awards, encourage employees to maintain both a short and a long-term view with respect to Company performance.
 
Independent Compensation Consultant
 
The Compensation Committee retained Pay Governance LLC as its independent executive compensation consultant in 2010. John England is the Managing Partner of Pay Governance LLC and, prior to founding Pay Governance LLC in February 2010, served as Managing Principal of Towers Perrin and its successor, Towers Watson. From 2002 until February 2010, the Compensation Committee’s independent compensation consultant was Towers Watson (and its predecessor firm, Towers Perrin). During this time, the firm and Mr. England took steps to separate Mr. England’s consulting services from the other services provided by the firm to the Company, and the Compensation Committee reviewed the types of projects performed by the firm and the fees charged for the services rendered.
 
Pay Governance LLC provides advice to the Compensation Committee on matters related to the fulfillment of the Compensation Committee’s responsibilities under its charter and on a wide range of executive compensation matters, including the overall design of the executive compensation program and competitive market data. See “Executive Compensation — Compensation Discussion and Analysis — Role of the Independent Compensation Consultant” for additional information regarding the services provided by Pay Governance LLC during 2010. All of the services provided by Pay Governance LLC during 2010 were to the Compensation Committee, and Pay Governance LLC did not provide any additional services to the Company.
 
It is the Compensation Committee’s view that its compensation consultant should be able to render candid and direct advice independent of management’s influence, and numerous steps have been taken to satisfy this objective:
 
  •   Pay Governance LLC was independently retained by the Compensation Committee.
 
  •   The Compensation Committee has the sole authority to hire, approve fees for, and terminate the services of its compensation consultants.
 
  •   The compensation consultant reports directly to the Compensation Committee, and the Compensation Committee regularly meets with the compensation consultant outside the presence of management and between meetings, as necessary or desired. The compensation


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  consultant’s interactions with management are limited to those which are on the Compensation Committee’s behalf or related to proposals that will be presented to the Compensation Committee for review and approval.
 
  •   The Compensation Committee does not and will not retain Pay Governance LLC to provide any additional consulting services to the Company.
 
  •   Mr. England does not have any business or personal relationship with any member of the Compensation Committee, and neither Mr. England nor Pay Governance LLC directly holds any Time Warner Common Stock.
 
  •   At least annually, the Compensation Committee conducts a review of its compensation consultant’s performance and independence.
 
Towers Watson served as the Compensation Committee’s independent compensation consultant through January 2010 and was paid fees of $15,187 for the services provided in January 2010 in that capacity. Management of the Company also retained Towers Watson to provide services other than those related to executive compensation matters during 2010 and paid Towers Watson $2,923,293 for these additional services. Neither the Compensation Committee nor the Board was involved in management’s decision to engage the firm for these additional services.


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Summary Compensation Table
 
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2010
 
The following table presents information concerning compensation paid to the Company’s Chief Executive Officer, Chief Financial Officer, each of the three other most highly compensated executive officers who served in such capacities on December 31, 2010 and one additional individual who was no longer serving as an executive officer at December 31, 2010 (collectively, the “named executive officers”). For information regarding salary, non-equity incentive plan compensation and other components of the named executive officers’ total compensation, see “Executive Compensation — Compensation Discussion and Analysis.”
                                                                         
                                        Change in
             
                                        Pension Value
             
                                        and
             
                                        Nonqualified
             
                                  Non-Equity
    Deferred
             
                      Stock
    Option
    Incentive Plan
    Compensation
    All Other
       
                      Awards
    Awards
    Compensation
    Earnings
    Compensation
       
Name and Principal Position
  Year     Salary     Bonus     (5)     (6)     (7)     (8)     (9)     Total  
 
Jeffrey L. Bewkes
    2010     $ 2,000,000           $ 5,519,056     $ 4,073,646     $ 14,420,000     $ 166,240     $ 124,129     $ 26,303,071  
Chairman of the Board
    2009       1,750,000             3,048,000       2,338,000       12,100,000       184,570       141,714       19,562,284  
and Chief Executive
    2008       1,750,000             5,292,500       6,710,250       7,600,000       161,600       103,517       21,617,867  
Officer
                                                                       
John K. Martin, Jr. 
    2010     $ 1,500,000           $ 1,973,757     $ 1,191,187     $ 5,450,000     $ 34,170     $ 13,688     $ 10,162,802  
Executive Vice President,
    2009       1,000,000             1,307,592       664,000       3,250,000       40,950       13,688       6,276,230  
Chief Financial and
    2008       1,000,000             2,895,686       1,326,566       2,150,000       36,200       31,493       7,439,945  
Administrative Officer
                                                                       
Paul T. Cappuccio (1)
    2010     $ 1,125,000           $ 1,184,231     $ 714,712     $ 3,150,000     $ 33,760     $ 14,264     $ 6,221,967  
Executive Vice President
    2009       1,000,000             784,860       398,400       2,800,000       42,620       14,264       5,040,144  
and General Counsel
    2008       1,000,000             1,088,192       579,556       2,050,000       24,540       13,664       4,755,952  
Patricia Fili-Krushel (2)
    2010     $ 850,000           $ 888,173     $ 542,119     $ 2,400,000     $ 46,180     $ 74,456     $ 4,800,928  
Former Executive Vice
    2009       850,000             589,788       300,600       2,400,000       60,170       70,930       4,271,488  
President, Administration
    2008       850,000             818,496       434,768       1,750,000       49,010       76,547       3,978,821  
Gary L. Ginsberg (3)
    2010     $ 600,000           $ 441,019     $ 279,838     $ 2,250,000           $ 20,462     $ 3,591,319  
Executive Vice President,
                                                                       
Corporate Marketing and
                                                                       
Communications
                                                                       
Edward I. Adler (4)
    2010     $ 338,333           $ 657,919     $ 401,568           $ 174,070     $ 3,327,291     $ 4,899,181  
Former Executive Vice
                                                                       
President, Corporate
                                                                       
Communications
                                                                       
 
(1) Mr. Cappuccio’s annual base salary was increased from $1,000,000 to $1,250,000 effective July 1, 2010 in connection with the entry into an amended and restated employment agreement.
 
(2) Ms. Fili-Krushel resigned from her position with the Company effective January 1, 2011.
 
(3) Mr. Ginsberg became Executive Vice President, Corporate Marketing and Communications, on April 5, 2010. The amount set forth in the Salary column represents a pro-rated portion of his $800,000 annual base salary for his service during 2010.
 
(4) Mr. Adler’s employment with the Company ended on July 31, 2010. The amount set forth in the Salary column represents a pro-rated portion of his $580,000 annual base salary for his service during 2010.
 
(5) The amounts set forth in the Stock Awards column represent the aggregate grant date fair value of RSUs and PSUs awarded to the named executive officers by the Company in each year referenced in the table above. The grant date fair value of each RSU award was determined using the closing sale price of the Common Stock on the NYSE Composite Tape on the date of grant. For accounting purposes, PSUs granted prior to 2009 are considered to have a market condition based on total stockholder return (“TSR”), and PSUs granted in or after 2009 are considered to have a market condition (based on TSR) and a performance condition (based on


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Adjusted EPS). The effect of the market condition is reflected in the grant date fair value of the PSU awards, which was estimated using a Monte Carlo analysis to estimate the TSR ranking of the Company among the S&P 500 Index companies over the performance period. In the case of PSUs granted in or after 2009, the grant date fair value of such awards included in the Stock Awards column was estimated using a Monte Carlo analysis to estimate the TSR ranking of the Company among the S&P 500 Index companies over the performance period and assuming that the performance condition relating to Adjusted EPS is met. See “Executive Compensation — Potential Payments Upon Termination of Employment or Change in Control” for a description of the treatment of the PSUs held by Ms. Fili-Krushel and Mr. Adler following their respective departure from the Company.
 
For additional information about the weighted-average assumptions used to determine the grant date fair value of the stock awards, see Note 12 to the Company’s consolidated financial statements included in the 2010 Form 10-K. The actual value, if any, realized by an executive officer from a stock award will depend on the performance of the Company’s stock in future years and, for the PSUs, the level of the Company’s achievement of the applicable performance goals.
 
(6) The amounts set forth in the Option Awards column represent the aggregate grant date fair value of stock options granted to the named executive officers by the Company in each year referenced in the table above. The grant date fair value of the stock options awarded to Messrs. Martin and Cappuccio on February 8, 2010 was determined using the Black-Scholes option pricing model based on the following assumptions: an expected volatility of 29.5%; an expected term to exercise of 6.2 years from the date of grant; a risk-free interest rate of 2.8%; and a dividend yield of 3.2%. Because each of Messrs. Bewkes and Adler and Ms. Fili-Krushel satisfied the requirements for retirement treatment of equity awards on February 8, 2010, the grant date fair value of the stock options granted on such date was based on the following assumptions: an expected volatility of 29.4%; an expected term to exercise of 7.1 years from the date of grant; a risk-free interest rate of 3.1%; and a dividend yield of 3.2%.The grant date fair value of the stock options granted to Mr. Ginsberg on April 15, 2010 was calculated using the Black-Scholes option pricing model based on the following assumptions: an expected volatility of 29.1%; an expected term to exercise of 6.2 years from the date of grant; a risk-free interest rate of 2.7%; and a dividend yield of 2.8%.
 
For additional information about the weighted-average assumptions used to determine the grant date fair value of stock options, see Note 12 to the Company’s consolidated financial statements included in the 2010 Form 10-K. The discussion in Note 12 reflects weighted-average assumptions on a combined basis for both retirement-eligible and non-retirement eligible employees and non-employee directors. The actual value, if any, realized by an executive officer from any stock option will depend on the extent to which the market value of the Common Stock exceeds the exercise price of the stock option on the date the stock option is exercised. Accordingly, there is no assurance that the value realized by an executive officer will be at or near the grant date fair value presented above. These amounts should not be used to predict stock performance. None of the stock options were awarded with tandem stock appreciation rights.
 
(7) The amounts set forth in the Non-Equity Incentive Plan Compensation column for 2010 represent bonuses paid pursuant to the Annual Incentive Plan, which is a performance-based plan that was adopted by the Board and approved by the Company’s stockholders in 2009 and is intended to satisfy the requirements of Section 162(m) of the Internal Revenue Code. For


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additional information regarding the determination of the 2010 bonus payments, see “Executive Compensation — Compensation Discussion and Analysis — 2010 Annual Bonuses.”
 
(8) Except with respect to Messrs. Ginsberg and Adler, the amounts set forth in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for 2010 represent the aggregate change during 2010 in the actuarial present value of each named executive officer’s accumulated pension benefits under the Time Warner Pension Plan and the Time Warner Excess Benefit Pension Plan. Mr. Ginsberg is not eligible to participate in either plan due to the amendments adopted in 2010. The amount set forth in this column for Mr. Adler reflects the change during 2010 in the actuarial present value of his accumulated pension benefits under the Time Warner Excess Benefit Pension Plan only. As reported in the Pension Benefits for Fiscal Year 2010 Table, Mr. Adler received a lump-sum distribution of his benefit under the Time Warner Pension Plan in August 2010 following his departure from the Company. Due to this distribution, the present value of his benefit under the Time Warner Pension Plan decreased from $1,072,690 as of December 31, 2009 to $0 as of December 31, 2010. There were no above-market earnings or preferential earnings on any compensation that was deferred pursuant to a nonqualified deferred contribution plan that is not tax-qualified.
 
(9) The amounts shown in the All Other Compensation column for 2010 include the following:
 
(a) Pursuant to the Time Warner Savings Plan (a qualified defined contribution plan available generally to employees of the Company), each of the named executive officers deferred a portion of his or her annual compensation in 2010 and the Company contributed $9,800 as a matching contribution on the amount deferred by each named executive officer, except with respect to Mr. Ginsberg who received a matching contribution of $15,998 due to the increase in the Company’s match that became effective on July 1, 2010.
 
(b) Each named executive officer received a cash payment pursuant to their employment agreements equal to the cost of obtaining specified levels of life insurance coverage under a standard group universal life (“GUL”) insurance program. The named executive officers are under no obligation to use the payments to purchase insurance. The named executive officers who received cash payments in excess of $10,000 for this benefit during 2010 were: Mr. Bewkes ($12,419), Ms. Fili-Krushel ($18,864) and Mr. Adler ($18,864). The Company also maintains a split-dollar life insurance policy on the life of Mr. Bewkes. Starting in 2003, the Company discontinued payment of the premiums on this split-dollar life insurance policy. Instead, the premium is satisfied from the accreted value of the policy and/or a loan by the insurance company. Pursuant to tax rules, the Company imputed income of $4,771 for the amount allocated to the term portion of the split-dollar coverage for Mr. Bewkes. For additional information regarding life insurance coverage for the named executive officers provided pursuant to the terms of their employment agreements, see “Executive Compensation — Employment Agreements.”
 
(c) The amounts of personal benefits shown in this column for 2010 consist of the aggregate incremental cost to the Company for the following items: (i) with respect to Mr. Bewkes, the Company’s reimbursement of fees for financial services ($43,125) and his personal use of Company-provided aircraft, automobile and driver ($54,014), (ii) with respect to Ms. Fili-Krushel, the Company’s reimbursement of fees for financial services ($30,000) and her personal use of car services ($15,792), and (iii) with respect to Mr. Adler, the Company’s reimbursement of fees for financial services ($30,000) and his personal use of car services ($1,307). See below for more information regarding the transportation-related


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benefits. A portion of the Company’s reimbursement to Mr. Bewkes in 2010 of fees for financial services related to services provided in 2009.
 
(d) The amounts shown in this column with respect to Mr. Adler also include the following amounts that were paid or accrued in connection with his departure from the Company pursuant to his employment agreement, separation agreement (which is consistent with the severance provisions of his employment agreement) and consulting agreements: (i) $3,157,320, reflecting the sum of his pro rata “average annual bonus” for the period January 1, 2010 through July 31, 2010, his “average annual bonus” (to be paid annually for each year of his two-year severance period), payment of his base salary during his two-year severance period, life insurance premium payments based on GUL insurance with a value of $3.0 million (to be paid annually during his two-year severance period) and the cost of providing him with secretarial services from August 1, 2010 through September 17, 2010 and (ii) $110,000 in consulting fees for services provided in 2010 by him to the Company and a subsidiary of the Company. See “Executive Compensation — Potential Payments Upon Termination of Employment or Change in Control” for the definition of “average annual bonus” and additional information regarding the terms of Mr. Adler’s separation from the Company.
 
 
Transportation-related benefits consist of the incremental cost to the Company of personal use of (a) aircraft owned (based on fuel, landing, repositioning and catering costs and crew travel expenses) or leased (based on hourly fees) by the Company and (b) a Company-provided car and a driver for Mr. Bewkes (based on the portion of the usage that was personal) and commercial car services for Ms. Fili-Krushel and Mr. Adler (in each case, based on the portion of the usage that was personal).
 
 
For security reasons, Mr. Bewkes was provided with a car and driver during 2010 and was encouraged to use Company aircraft for business and personal use. Other executive officers were eligible to use a private car service, Company aircraft for business use and, in limited circumstances and subject to the controls in the Company’s travel policies, to make personal use of Company aircraft. Personal use of corporate aircraft by executives other than Mr. Bewkes was permitted when there was available space on a flight scheduled for a business purpose, in the event of a medical or family emergency, or with the approval of Mr. Bewkes.


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Grants of Plan-Based Awards Table
 
The following table presents information with respect to each award of plan-based compensation to each named executive officer in 2010.
 
GRANTS OF PLAN-BASED AWARDS DURING 2010
 
                                                                                         
                                                                  Grant
 
                                                All
    All Other
          Date
 
                                                Other
    Option
    Exercise
    Fair
 
            Estimated Possible
    Estimated Future
    Stock
    Awards:
    or Base
    Value
 
            Payouts Under
    Payouts Under
    Awards
    Number of
    Price of
    of Stock
 
            Non-Equity Incentive
    Equity Incentive
    of Shares
    Securities
    Option
    and
 
    Grant
  Approval
  Plan Awards (1)     Plan Awards (2)     of Stock
    Underlying
    Awards
    Option
 
Name
  Date   Date   Threshold     Target     Maximum     Threshold     Target     Maximum     or Units (3)     Options     (4)     Awards (5)  
 
Jeffrey L. Bewkes
  N/A   N/A         $ 10,000,000                                                                
    2/08/2010   1/27/2010                             48,143       96,285       192,570                             $ 2,927,064  
    2/08/2010   1/27/2010                                                     96,285                     $ 2,591,992  
    2/08/2010   1/27/2010                                                             620,997     $ 26.92     $ 4,073,646  
John K. Martin, Jr. 
  N/A   N/A         $ 3,750,000                                                                
    2/08/2010   1/27/2010                             17,217       34,434       68,868                             $ 1,046,794  
    2/08/2010   1/27/2010                                                     34,434                     $ 926,963  
    2/08/2010   1/27/2010                                                             191,615     $ 26.92     $ 1,191,187  
Paul T. Cappuccio
  N/A   N/A         $ 2,250,000                                                                
    2/08/2010   1/27/2010                             10,330       20,660       41,320                             $ 628,064  
    2/08/2010   1/27/2010                                                     20,660                     $ 556,167  
    2/08/2010   1/27/2010                                                             114,969     $ 26.92     $ 714,712  
Patricia Fili-Krushel
  N/A   N/A         $ 1,700,000                                                                
    2/08/2010   1/27/2010                             7,748       15,495       30,990                             $ 471,048  
    2/08/2010   1/27/2010                                                     15,495                     $ 417,125  
    2/08/2010   1/27/2010                                                             82,642     $ 26.92     $ 542,119  
Gary L. Ginsberg
  N/A   N/A         $ 1,600,000                                                                
    4/15/2010   2/17/2010                             2,936       5,872       11,744                             $ 230,359  
    4/15/2010   2/17/2010                                                     6,405                     $ 210,660  
    4/15/2010   2/17/2010                                                             35,644     $ 32.89     $ 279,838  
Edward I. Adler
  N/A   N/A           N/A                                                                
    2/08/2010   1/27/2010                             5,739       11,478       22,956                             $ 348,931  
    2/08/2010   1/27/2010                                                     11,478                     $ 308,988  
    2/08/2010   1/27/2010                                                             61,216     $ 26.92     $ 401,568  
 
(1) Reflects the target payout amounts of non-equity incentive plan awards payable under the Annual Incentive Plan for service in 2010. The target payout amount for each named executive officer reflects the target bonus amounts approved by the Compensation Committee. The 2010 target payout amount for Mr. Cappuccio reflects the pro-rated impact of his salary increase effective July 1, 2010. See the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for the non-equity incentive plan awards actually earned by the named executive officers in 2010 and paid out in early 2011. The Compensation Committee has established criteria to assist it in determining the non-equity incentive plan awards for each of the named executive officers and the Annual Incentive Plan includes a formula for the purpose of calculating the maximum bonus amounts that can be paid to executives who are subject to Section 162(m) of the Internal Revenue Code and deducted for income tax purposes. See “Executive Compensation — Compensation Discussion and Analysis — 2010 Annual Bonuses” for a description of the material terms of the non-equity incentive plan awards under the Annual Incentive Plan.
 
(2) Reflects the number of shares of Common Stock that may be earned upon vesting of PSUs granted in 2010, assuming the achievement of threshold, target and maximum performance levels (i.e., 50%, 100% and 200%, respectively, of the target PSUs) following the applicable performance period. The threshold performance level resulting in the minimum payout of 50% of the target PSUs assumes that the Company’s TSR is below the 25th percentile level and the minimum performance level for Adjusted EPS growth is met. See “Executive Compensation — Compensation Discussion and Analysis — 2010 Long-Term Incentives” for a discussion of the performance measures for the PSUs.


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(3) Reflects awards of RSUs.
 
(4) The exercise price for the awards of stock options was determined based on the closing price of the Common Stock on the NYSE Composite Tape on the date of grant.
 
(5) The grant date fair value of each PSU award was estimated using a Monte Carlo analysis to estimate the TSR ranking of the Company among the S&P 500 Index companies over the performance period and also assumes that the Adjusted EPS performance condition has been met. See footnote (5) to the Summary Compensation Table for Fiscal Year 2010 for additional information regarding the determination of grant date fair value of PSUs.
 
Material Terms of Equity Awards Granted to the Named Executive Officers
 
The awards of stock options, RSUs and PSUs made in 2010 to the named executive officers were made under the Time Warner Inc. 2006 Stock Incentive Plan.
 
  •   The stock options granted in 2010 become exercisable, or vest, in installments of 25% over a four-year period, assuming continued employment, and expire 10 years from the grant date. The stock options are subject to accelerated vesting upon the occurrence of certain events such as the grantee’s retirement (as defined in the applicable equity agreements), death or disability. The exercise price of the stock options cannot be less than the closing price of the Common Stock on the date of grant. In addition, holders of the stock options do not receive dividends or dividend equivalents or have any voting rights with respect to the shares of Common Stock underlying the stock options.
 
  •   The awards of RSUs granted in 2010 vest in equal installments on each of the third and fourth anniversaries of the date of grant, assuming continued employment and subject to accelerated vesting upon the occurrence of certain events such as the grantee’s retirement (as defined in the applicable equity agreements), death or disability. Holders of RSUs are entitled to receive cash dividend equivalents on outstanding RSUs, if and when regular cash dividends are paid on outstanding shares of Common Stock and at the same rate. The awards of RSUs confer no voting rights on holders and are subject to restrictions on transfer and forfeiture prior to the vesting and distribution of shares.
 
  •   The awards of PSUs granted in 2010 vest on the third anniversary of the date of grant, assuming continued employment and the achievement of specified performance criteria. See “Executive Compensation — Compensation Discussion and Analysis — 2010 Long-Term Incentives” for a discussion of the performance measures for the PSUs. Beginning with PSUs granted in 2010, holders of such PSUs are entitled to receive, at the time shares are paid out following vesting after the performance period, dividend equivalents on the shares ultimately earned with respect to the PSU award, based on the regular quarterly cash dividends paid on the Common Stock while the PSUs are outstanding. With respect to any special dividends or distributions, the Board may determine whether holders of the PSUs will participate in any such special dividends or distributions or if the target number of PSUs should be adjusted. The PSUs confer no voting rights on holders.
 
See “Executive Compensation — Potential Payments Upon Termination of Employment or Change in Control” for additional information regarding the treatment of the equity awards granted to the named executive officers following a termination of their employment or a change in control of the Company.


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Outstanding Equity Awards
 
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2010
 
                                                                         
    Option Awards (1)     Stock Awards  
                                              Equity
    Equity
 
                                              Incentive
    Incentive
 
                                              Plan
    Plan
 
                                              Awards:
    Awards:
 
                                              Number
    Market or
 
                                              of
    Payout
 
                                              Unearned
    Value of
 
                                  Number
    Market
    Shares,
    Unearned
 
          Number of
    Number of
                of Shares
    Value of
    Units or
    Shares,
 
          Securities
    Securities
                or Units
    Shares or
    Other
    Units or
 
          Underlying
    Underlying
                of Stock
    Units of
    Rights
    Other Rights
 
    Date of
    Unexercised
    Unexercised
    Option
    Option
    That
    Stock That
    That
    That Have
 
    Option
    Options
    Options
    Exercise
    Expiration
    Have Not
    Have Not
    Have Not
    Not
 
Name
  Grant     Exercisable     Unexercisable     Price     Date     Vested (2)     Vested (3)     Vested (4)     Vested (3)  
 
Jeffrey L. Bewkes
                                            219,458     $ 7,059,964       409,210     $ 13,164,286  
      1/18/2001       481,427           $ 101.70       1/17/2011                                  
      2/27/2001       601,784           $ 94.12       2/26/2011                                  
      2/15/2002       240,714           $ 55.36       2/14/2012                                  
      7/18/2002       72,215           $ 25.89       7/17/2012                                  
      2/14/2003       216,642           $ 21.43       2/13/2013                                  
      2/13/2004       204,607           $ 35.89       2/12/2014                                  
      2/18/2005       252,750           $ 37.32       2/17/2015                                  
      3/3/2006       288,857           $ 36.14       3/2/2016                                  
      3/2/2007       164,328       54,770     $ 41.48       3/1/2017                                  
      12/17/2007       343,020       114,335     $ 34.65       12/16/2017                                  
      3/7/2008       361,072       361,068     $ 30.99       3/6/2018                                  
      2/20/2009       168,500       505,497     $ 15.27       2/19/2019                                  
      2/8/2010             620,997     $ 26.92       2/7/2020                                  
John K. Martin, Jr. 
                                            162,389     $ 5,224,054       117,044     $ 3,765,305  
      2/5/2002       33,701           $ 50.64       2/4/2012                                  
      2/14/2003       14,443           $ 21.43       2/13/2013                                  
      2/13/2004       31,293           $ 35.89       2/12/2014                                  
      2/18/2005       23,591           $ 37.32       2/17/2015                                  
      3/3/2006       34,374           $ 36.14       3/2/2016                                  
      6/21/2006       14,443           $ 35.79       6/20/2016                                  
      1/2/2008       19,572       19,569     $ 34.08       1/1/2018                                  
      3/7/2008       57,652       57,651     $ 30.99       3/6/2018                                  
      2/20/2009       48,144       144,428     $ 15.27       2/19/2019                                  
      2/8/2010             191,615     $ 26.92       2/7/2020                                  
Paul T. Cappuccio
                                            85,062     $ 2,736,445       70,246     $ 2,259,814  
      1/18/2001       385,142           $ 101.70       1/17/2011                                  
      2/15/2002       144,429           $ 55.36       2/14/2012                                  
      2/14/2003       67,401           $ 21.43       2/13/2013                                  
      2/13/2004       48,144           $ 35.89       2/12/2014                                  
      2/18/2005       74,622           $ 37.32       2/17/2015                                  
      3/3/2006       82,084           $ 36.14       3/2/2016                                  
      3/2/2007       40,695       13,563     $ 41.48       3/1/2017                                  
      3/7/2008       34,592       34,590     $ 30.99       3/6/2018                                  
      2/20/2009       28,886       86,657     $ 15.27       2/19/2019                                  
      2/8/2010             114,969     $ 26.92       2/7/2020                                  


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Table of Contents

                                                                         
    Option Awards (1)     Stock Awards  
                                              Equity
    Equity
 
                                              Incentive
    Incentive
 
                                              Plan
    Plan
 
                                              Awards:
    Awards:
 
                                              Number
    Market or
 
                                              of
    Payout
 
                                              Unearned
    Value of
 
                                  Number
    Market
    Shares,
    Unearned
 
          Number of
    Number of
                of Shares
    Value of
    Units or
    Shares,
 
          Securities
    Securities
                or Units
    Shares or
    Other
    Units or
 
          Underlying
    Underlying
                of Stock
    Units of
    Rights
    Other Rights
 
    Date of
    Unexercised
    Unexercised
    Option
    Option
    That
    Stock That
    That
    That Have
 
    Option
    Options
    Options
    Exercise
    Expiration
    Have Not
    Have Not
    Have Not
    Not
 
Name
  Grant     Exercisable     Unexercisable     Price     Date     Vested (2)     Vested (3)     Vested (4)     Vested (3)  
 
Patricia Fili-Krushel
                                            63,863     $ 2,054,473       29,086     $ 935,697  
      7/19/2001       192,572           $ 90.84       7/18/2011                                  
      2/15/2002       144,429           $ 55.36       2/14/2012                                  
      2/14/2003       50,551           $ 21.43       2/13/2013                                  
      2/13/2004       48,144           $ 35.89       2/12/2014                                  
      2/18/2005       55,365           $ 37.32       2/17/2015                                  
      3/3/2006       60,901           $ 36.14       3/2/2016                                  
      3/2/2007       30,297       10,096     $ 41.48       3/1/2017                                  
      3/7/2008       25,952       25,946     $ 30.99       3/6/2018                                  
      2/20/2009       21,665       64,993     $ 15.27       2/19/2019                                  
      2/8/2010             82,642     $ 26.92       2/7/2020                                  
Gary L. Ginsberg
                                            6,405     $ 206,049       5,872     $ 188,902  
      4/15/2010             35,644     $ 32.89       4/14/2020                                  
Edward I. Adler
                                            9,030     $ 290,495       37,449     $ 1,204,734  
      1/18/2001       108,321           $ 101.70       1/17/2011                                  
      4/6/2001       1,554           $ 80.10       4/5/2011                                  
      2/15/2002       62,586           $ 55.36       2/14/2012                                  
      2/14/2003       28,610           $ 21.43       2/13/2013                                  
      2/13/2004       36,108           $ 35.89       2/12/2014                                  
      2/18/2005       40,922           $ 37.32       2/17/2015                                  
      3/3/2006       45,015           $ 36.14       3/2/2016                                  
      3/2/2007       22,353       7,448     $ 41.48       3/1/2017                                  
      3/7/2008       19,212       19,207     $ 30.99       3/6/2018                                  
      2/20/2009       16,044       48,131     $ 15.27       2/19/2019                                  
      2/8/2010             61,216     $ 26.92       2/7/2020                                  
 
(1) The stock option awards become exercisable in installments of 25% on each of the first four anniversaries of the date of grant, assuming continued employment and subject to accelerated vesting upon the occurrence of certain events.
 
(2) This column presents the number of shares of Common Stock as of December 31, 2010 represented by (i) unvested RSU awards and (ii) PSU awards with a 2008-2010 performance period, which are no longer subject to performance criteria but had not yet vested as of December 31, 2010. The number of PSUs that will vest is equal to 97.2% of the target number of PSUs granted in 2008 based on the Company’s 48.6th percentile TSR ranking relative to the TSR of other companies in the S&P 500 Index for the 2008-2010 performance period. The RSU awards vest equally on each of the third and fourth anniversaries of the date of grant and the PSU awards vest on the third anniversary of the date of grant, in each case, assuming continued employment and subject to accelerated vesting upon the occurrence of certain events.

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The vesting dates for the unvested RSU awards and PSU awards that are no longer subject to performance criteria are as follows:
 
                                 
    Number of RSUs
  Number of PSUs
       
    That Have
  That Have
       
Name
  Not Vested   Not Vested   Date of Grant   Vesting Dates
 
Jeffrey L. Bewkes
    26,888               3/2/2007       3/2/2011  
      96,285               2/20/2009       2/20/2012 and 2/20/2013  
      96,285               2/8/2010       2/8/2013 and 2/8/2014  
John K. Martin, Jr. 
    31,682               1/2/2008       1/2/2011 and 1/2/2012  
              27,094       3/7/2008