8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 11, 2008

TIME WARNER INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-15062	13-4099534
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Time Warner Center, New York, New York 10019

(Address of Principal Executive Offices) (Zip Code)

212-484-8000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2008, Richard D. Parsons notified the Board of Directors (the “Board”) of Time Warner Inc. (“Time Warner” or the “Company”) of his resignation from his position as Chairman of the Board of the Company, effective at the end of December 31, 2008. In addition, in accordance with the Company’s Corporate Governance Policy, which requires Directors to submit an offer of resignation upon a significant change in their primary professional responsibilities, Mr. Parsons has offered to resign from the Board. The Nominating and Governance Committee and Board are expected to consider in early 2009 Mr. Parsons’ offer to resign from the Board.

On December 11, 2008, the Board elected Jeffrey L. Bewkes to serve as Time Warner’s Chairman of the Board, effective January 1, 2009. Mr. Bewkes, age 56, has served as President and Chief Executive Officer of the Company since January 2008 and as a member of the Board since January 2007. He will continue to serve in these positions until January 1, 2009, at which time he will serve as Chairman of the Board and Chief Executive Officer.

Mr. Bewkes previously served as President and Chief Operating Officer of the Company from January 2006 to December 2007, and as Chairman, Entertainment & Networks Group of the Company from July 2002 to December 2005. Prior to these positions, he served as Chairman and Chief Executive Officer of Home Box Office from May 1995 to July 2002. Mr. Bewkes serves as a Class B director on the Board of Directors of Time Warner Cable Inc., a subsidiary of the Company.

The press release issued on December 11, 2008, announcing the resignation of Mr. Parsons and the election of Mr. Bewkes as Chairman of the Board is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit		Description
	99.1	Press release issued December 11, 2008 by Time Warner Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TIME WARNER INC.
	By:	/s/  Pascal Desroches
		Name:	Pascal Desroches
Date: December 15, 2008		Title:	Senior Vice President and Controller

EXHIBIT INDEX

Exhibit		Description
	99.1	Press release issued December 11, 2008 by Time Warner Inc.

EX-99.1

Exhibit 99.1

For Immediate Release:

TIME WARNER NAMES CEO JEFFREY L. BEWKES CHAIRMAN OF THE BOARD

NEW YORK, December 11, 2008 — Time Warner Inc. (NYSE: TWX) today announced that its Board of Directors has elected Jeffrey L. Bewkes as the company’s Chairman of the Board, effective January 1, 2009, succeeding Richard D. Parsons who has decided to step down as Chairman on December 31. Mr. Bewkes currently is Time Warner’s President and Chief Executive Officer, as well as a director, and he will continue to serve as CEO in addition to becoming Chairman.

Mr. Bewkes said: “I’m honored to be named Chairman and very appreciative of the Board’s support. I’ll continue to work closely with the Board and our senior management team to execute our company’s strategy of providing compelling, branded media content to audiences around the world, while delivering superior growth and returns to our stockholders.”

Mr. Bewkes continued: “I am especially grateful to Dick Parsons for his stewardship of Time Warner. During very challenging times, he stabilized the company and built a solid foundation for our growth. He has been a great leader for all of us at Time Warner.”

Mr. Parsons said: “Our Board of Directors could have made no better choice than Jeff Bewkes as Chairman and CEO. He has the vision, experience and dedication to lead this company in the years ahead.” Mr. Parsons further stated: “It has been a tremendous privilege to serve as Chairman of this great company. I am proud of what we accomplished, and I am very grateful to my colleagues on the Board and throughout the company for their steadfast commitment to our stockholders, our customers, the broader public and to me.”

Speaking on behalf of the Board, Lead Independent Director Frank J. Caufield said: “The Board is deeply indebted to Dick Parsons for his extraordinary leadership, and we are delighted to elect Jeff Bewkes to succeed Dick as our Chairman. Time Warner is going through a strategic transition to become a more streamlined content-focused company to take advantage of growth opportunities afforded by fast-moving technologies and markets worldwide. As Chairman and CEO, Jeff Bewkes will provide clear, decisive and unified leadership for our company and Board as we execute that strategy.”

Robert C. Clark, Chairman of the Board’s Nominating and Governance Committee, said: “When Dick expressed a wish to step down as Chairman at the end of this year, the Board considered the appropriate leadership structure and leader for the company. We are confident that having Jeff Bewkes as our Chairman and CEO, coupled with Frank Caufield’s continued service as Lead Independent Director and our strong governance policies, provide the right combination of clear leadership and accountability as we move forward.”

Jeffrey L. Bewkes Background

Before his latest appointment, Mr. Bewkes served as Time Warner’s President and CEO. He became CEO in January of 2008 and was elected to the company’s Board of Directors in 2007.

Prior to being named CEO, Mr. Bewkes served as Time Warner’s President and COO from 2006 to 2007 and as chairman of the company’s Entertainment and Networks Group from 2002 through 2005. Before joining the corporate management of Time Warner, he served as chairman and CEO of HBO, starting in 1995.

Mr. Bewkes serves on the boards of Time Warner Cable, Yale University and The Museum of the Moving Image. Mr. Bewkes has a BA degree from Yale University and an MBA degree from Stanford Graduate School of Business.

About Time Warner Inc.

Time Warner Inc. is a leading media and entertainment company, whose businesses include interactive services, cable systems, filmed entertainment, television networks and publishing.

Contact Info:

Edward Adler
(212) 484-6630

Keith Cocozza
(212) 484-7482

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