X0303 4/A 2009-06-15 2009-06-16 0001105705 TIME WARNER INC. TWX 0001077846 MILES MICHAEL A ONE TIME WARNER CENTER NEW YORK NY 10019-8016 1 Phantom Stock Units 2009-06-15 4 A 0 30.2713 25.53 A Common Stock, Par Value $.01 30.2713 4152.0062 I By Deferred Compensation Plan The phantom stock units were acquired by the Reporting Person under the Time Warner Inc. Non-Employee Directors' Deferred Compensation Plan (the "Deferred Compensation Plan") in connection with the Issuer's quarterly cash dividend payment on its Common Stock. This transaction is exempt under Section 16(b). Pursuant to the terms of the Deferred Compensation Plan, the phantom stock units are to be settled in cash in a lump sum or in annual installments beginning on the April 30th following the date the Reporting Person ceases to be a director. The cash value received by the Reporting Person upon distribution will be based, one-for-one, on the fair market value of the Common Stock underlying the phantom stock units held in the Reporting Person's account. The amendment corrects the number of phantom stock units acquired on June 15, 2009 and the beneficial ownership amount in Box 9 of Table II. Includes previously acquired phantom stock units that have been adjusted to reflect (a) the separation of Time Warner Cable Inc. from the Issuer on March 12, 2009; and (b) a one-for-three reverse stock split of the Issuer's common stock that became effective on March 27, 2009. Pursuant to the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, these adjustment transactions are not required to be reported. By: Brenda C. Karickhoff For Michael A. Miles 2009-07-22